CONSTITUTION AND BYLAWS

PREAMBLE

We, the people of the Mesa neighborhood in the City of Santa Barbara, State of California, in order to establish a grassroots community organization to enhance our mutual benefit, protection, and welfare, do hereby ordain, declare and establish the following Constitution and Bylaws.

ARTICLE

1 Name, Goals and Objectives, Location and Boundaries, Legal Status, Office

Section 1. Name
This organization shall be known as OUR MESA NEIGHBORHOOD INCORPORATED or by its acronym OMNI.

Section 2. Goals and Objectives
a. To promote the interest, general welfare, and the quality of life of its constituents; b. To establish a grassroots community organization that shall organize by streets with the home teams as its basic units; c. To promote group activities that create and strengthen community, improve and increase self-sufficiency, and build and enhance the sustainability of our neighborhood; d. To protect and preserve the natural environment and property in the area and promote active participation in this endeavor. e. To provide collective protection of all members without discrimination.

Section 3. Location and Boundaries
The area covered by OMNI shall be within the boundaries established by the City of Santa Barbara’s neighborhood and re-drawn, using as demarcation, the crossroads of Meigs Road and Cliff Drive, as follows: Miramonte Drive in the North; the Pacific Ocean in the South; Loma Alta Drive in the East; and Las Positas Road in the West. Its hillside is to be known as Alta Mesa and its oceanside as Baja Mesa, both with East and West sections; thus, the quadrants of East Alta, West Alta, East Baja and West Baja.

Article 2
Membership

All persons who reside, own a property, do business and/or operate within the neighborhood boundaries as described in Article 1 Section 3, shall be eligible for membership. Applicants must be willing to abide by this Constitution and Bylaws, and must maintain an interest in the activities of OMNI. The Board of Directors shall accept or reject member applicants.

Article 3
Officers

Section 1. Board of Directors
The Board of Directors is the decision-making body of OMNI. It shall consist of members elected during the General Membership Annual Meeting. Its ex-officio members are the current and the immediate past president of the Executive Officers.

Section 2. Executive Officers
The Executive Officers shall manage OMNI. Appointed by the Board of Directors, they shall consist of a President, a Vice President, a Secretary, a Treasurer and any other officers deemed necessary by the Board of Directors. They shall not be members of the Board.

Section 3. Committees
The Board of Directors shall create committees as deemed necessary. Section 4. Qualifications of Directors and Officers Any candidate for office, elected or appointed, must be a member in good standing; must be eighteen (18) years of age or older; and must have been a member of the organization for a minimum of six (6) months.

ARTICLE 4
Meetings

Section 1. General Membership Annual Meeting
OMNI shall hold an Annual Meeting of its general membership at a time and place designated by the Board of Directors. Members will be notified through duly designated channels of communication at least thirty (30) days prior. The meeting is also open to interested persons who may participate in discussions but are non-voting.

Section 2. Meetings of the Board of Directors
and the Executive Officers The Board of Directors shall meet quarterly at its designated time and place. The Executive Officers shall meet at the direction of the Board.

Section 3: Committee Meetings Committees
shall meet as they see fit to fulfill their tasks in OMNI.

Section 4: Special Meetings Special
meetings of the membership may be called by the Executive Officers with at least seven (7) days notice through duly designated channels of co mmunication.

ARTICLE 5
Collective Entities

OMNI shall acknowledge and encourage beneficially purposeful collective entities, either for-profit or nonprofit, whose goals and activities contribute to the enhancement of the quality of life in the neighborhood. These entities will be duly recognized by OMNI after they have been reviewed and approved by the Board of Directors. The Board of Directors shall review and approve any proposed joint collaborations between OMNI and these entities.

ARTICLE 6
Signing Officials

Except as noted elsewhere in the Constitution and Bylaws, the only members authorized to use their signature for the business of this organization are, as follows: the Treasurer, and the President or the Vice-President, for checks and/or any other withdrawals from the funds of OMNI that require two (2) signatures; and the Board of Directors, for any document committing OMNI to a plan of action or an affiliation. ARTICLE 7 Amendments Any proposed amendments to this Constitution must be signed by five (5) members in good standing of OMNI; submitted to the Board of Directors that will conduct an investigation and make recommendations; be published within sixty (60) days in duly designated channels of communication; and read and voted upon at the next General Membership Annual Meeting after publication. Proposed amendments shall become a part of this Constitution and Bylaws only if approved by a two thirds (2/3) majority of the members present, which shall be a quorum as defined in the Bylaws. BYLAWS Bylaw 1 Membership Section 1. Application for Membership All prospective members must submit a written application and pay the membership dues for approval by the Board of Directors. If rejected, an explanation shall be provided and the full fee shall be refunded. Section 2. Types of Membership Single Members are any person eighteen (18) or older; or minors with one responsible member sponsor. Honorary and/or Life Members are those designated at the discretion of the Board of Directors, who will make the final approval. Section 3: Member in Good Standing All qualified persons who have requested to join OMNI; have been accepted; adhered to OMNI regulations; and have paid their dues in full will be considered members in good standing. Section 4. Membership Benefits Members are entitled to vote and participate in all OMNI functions. Eligibility to vote is limited to members in good standing. Bylaw 2 Dues Section 1. Amount, Frequency, Payment a. All members shall pay dues for the sole purpose of carrying out the mission of OMNI. b. The amount of the dues will be determined annually. The Executive Officers will make a recommendation on the amount of the dues at the General Membership Annual Meeting. c. Dues are to be paid within sixty (60) days of the Annual Meeting. d. New members shall pay a pro-rated fee for the year in which they joined. e. There will be no refund of dues. Section 2. Non-Payment of Dues Non-payment of dues by a member shall forfeit one’s membership status. Bylaw 3 Board of Directors Section 1: The affairs of OMNI shall be under the direction of the Board of Directors, who shall not be paid. Section 2: Composition. The Board of Directors shall consist of five (5) members. Section 3: Election. The Directors shall be elected by secret ballot by a Majority Vote at the General Membership Annual Meeting. Section 4: Tenure. The terms for all Directors shall begin at the end of the meeting when elections took place to terminate at the next annual meeting. Directors can be elected for three (3) consecutive terms. After that, they must sit out one term before running for the Board again. Section 6: Vacancy. A vacancy is to be filled by a person recommended by at least five (5) members of OMNI, or by three (3) Executive Officers for approval by the remaining Directors at a special meeting called for that purpose by the Board. Bylaw 4 Executive Officers The Executive Officers shall manage the day-to-day operations of OMNI. It is responsible for setting the meeting agenda; coordinating arrangements for the General Membership Annual Meeting; creating committees and appointing committee chairs; and recommending the amount of yearly dues at the Annual Meeting. Section 1. President The President shall be the principal executive officer of OMNI and shall generally supervise its business and affairs. The responsibilities of the President are, as follows: • preside at all the meetings of the general membership meetings, and all the meetings of the Executive Officers; • exercise general supervision over the affairs and activities of OMNI; • be an ex-officio member of all Committees, except the nominating committee; • appoint all committee chairpersons, subject to the approval of the Executive Officers; • serve in any other capacity as required elsewhere in the Constitution and Bylaws; and • represent OMNI at meetings in the community as needed Section 2 . Vice President In the absence of the President, the Vice President shall assume the duties of the President. The responsibilities of the Vice President are, as follows: • have available, at all times, a most updated copy of the Constitution, Bylaws, Articles of Incorporation, and any other OMNI policies and procedures in all meetings; • clarify questions about these documents, should they arise; and • assist the other officers in their duties, such as ensuring that records are properly organized and filed. Section 3 . Secretary The responsibilities of the Secretary are, as follows: • keep in duplicate the original minutes of all meetings of the Board of Directors, of the Executive Officers, and of the general membership, which shall be an accurate and official record of all business transactions; • keep in duplicate copies of all newsletters, requests for funds generated by OMNI, and other historical documents that pertain to ongoing business of OMNI. • of the duplicated documents, one shall be retained by the President for the custodial property of OMNI; the other will be endorsed to the next Secretary; • prepare the minutes, meeting notices, correspondence; and • maintain a current membership roster and all other records, as directed by the Board of Directors. Section 4 . Treasurer The responsibilities of the Treasurer are, as follows: • receive all funds of OMNI and keep them in a bank or repository selected or approved by the Board of Directors; • keep accurate records of all monetary transactions • require a bill or signed voucher for all disbursements and issue receipts for all incoming funds; and • present a monthly financial report at each meeting of the Board of Directors, and of the general membership. Bylaw 6 Elections and Voting Regulations Section 1. Votes must be taken during a scheduled meeting. To vote on any issue, a member must be present at the time the vote is taken. If a member holds multiple positions on the Board of Directors, as an Executive Officer, or as a member of any Committee, the member shall be allowed only one vote. Section 2. All OMNI business transactions (except in ratifying or amending this Constitution and By-Laws) shall use Majority Vote. If no option gains Majority Vote, there will be a run-off between the top two options. Section 3. The OMNI Committee on Elections shall conduct the balloting and may appoint assistants. The ballots must be retained by the Secretary for sixty (60) days, after which time the votes may no longer be challenged. Bylaw 7 Expulsion and Reinstatement SectionК 1. Expulsion By a Majority Vote, the Board of Directors can expel any member of OMNI for the following reasons: conduct contrary to this Constitution and Bylaws, or illegal acts. In addition, members of the Board of Directors and Executive Officers may be expelled from office for failing to attend two (2) consecutive board meetings without extenuating circumstances. Section 2 . Reinstatement When a member drops out or is expelled from OMNI for a period of one year or more and wishes to rejoin, he may do so atКthe discretion of the Board of Directors. Full former membership rights and privileges may be reinstated. Bylaw 8 Committees Section 1. Standing Committees The standing committees shall be Membership, Street Teams, Street Watch, Emergency Preparedness, Events, Elections, and Publicity. The Board of Directors shall appoint the chairpersons of all committees from the general membership. The chairpersons shall recruit and assign their committee members. The Board of Directors shall establish, or dissolve, special committees, as may be required from time to time, to sustain the functions of OMNI. Section 2 . Elections Committee The Elections Committee shall be composed of five (5)members, at least two of whom are from the general membership, all of whom shall be appointed by the Board of Directors. Bylaw 9 Meetings Section 1. Quorum One fourth (1/4) of the general membership, with a minimum of fifteen (15), shall constitute a quorum at the regular meetings of OMNI that require a vote. At the Executive Officers meetings, two thirds (2/3) of the Executive Officers shall constitute a quorum.КAt the Board of Directors meetings, two thirds (2/3) of the Board of Directors shall constitute a quorum. Section 2. Procedures All business of OMNI shall be conducted in general conformity with the Robert’s Rules of Order. Bylaw 10 Order of Business, Records, and Custodial Properties Section 1. The order of business At all meetings of the organization, the order of business shall be, as follows: a. Call the meeting to order. b. Reading of the minutes of the previous meeting, unless published. c. Reading of the Treasurer’s report. At the Board of Directors -full report. At the general meetings -condensed report, except for unusual transactions. d. Old business. e. New business. f. Program. g. Any other OMNI functions. Section 2. Records and Custodial Properties An accurate inventory of all assets (except OMNI funds) and their location will be kept in duplicate. One copy shall be retained with the Treasurer records; and one copy, with the Secretary records. This inventory will be reviewed and verified at least once annually by the Board of Directors. It shall be the duty of the current President to designate the locations of these properties, with the approval of the Board of Directors. These records will be transferred to the incoming Board of Directors in an orderly fashion at the Board of Directors meeting. It shall be the responsibility of the outgoing President and the incoming President to oversee these transfers. Bylaw 11 Amendments Proposed amendments to the Bylaws shall be submitted in writing to the Board of Directors, signed by three (3) OMNI members. The Board will investigate and make its recommendations, then publish said proposed amendments within sixty (60) days in duly designated channels of communication, such as the neighborhood publication, the neighborhood website, emails, telephone, or flyers posted at strategic locations. The proposed amendments will be read and voted upon at the next Annual Meeting. Two thirds (2/3) majority of the members present, in a quorum as defined in Bylaw 9 Section 1, is required for passage. Bylaw 12 Effectivity and Dissolution Section 1. Effectivity This Constitution and Bylaws shall supersede all previous documents and shall become effective upon ratification by members of the Mesa community in attendance at the designated signing event. Section 2. Dissolution In the event of the dissolution of OMNI, any remaining funds and other assets will be donated to a duly recognized non-profit collective entity in the neighborhood selected by the Board of Directors. Ratified on this Monday, March 23rd, 2015 in the City of Santa Barbara, state of California by the signatories below, who shall be charter members of OMNI: