CONSTITUTION AND BY-LAWS DESCANSO TOWN HALL ASSOCIATION
(REVISED 05/11/2021)
Organized September 1968 - IncorporatedJanuary 26, 1980 I.R.S. Section 501(c)(3)
PREAMBLE
It being a self-evident fact, plainly demonstrated by experience, that unity of action around the residents and property owners of the Descanso, California area is necessary to successfully preserve and operate the DESCANSO TOWN HALL, and whereas no existing organization is dedicated to the end, we, a group of interested citizens, pledge ourselves to this task.
NAME This organization shall be known as the “Descanso Town Hall Association”, hereinafter referred to as the “Association”
PURPOSE
The primary purpose of the Association is the restoration, protection, and maintenance of the Descanso Town Hall property and to make it financially self-sufficient. The Association seeks to create and promote activities to benefit the Descanso Town Hall and the community. The Association may establish scholarship programs in the name of the outstanding members of the community. The Descanso Town Hall shall be made available by the Association for various social, civic, and individual functions. Each function shall adhere to the requirements of safety, maintenance, decorum, the legality of functions and other requirements of the Association, including the rental agreement, and the Articles of Incorporation, and the rules of the I.R.S. Section 501(c)(3).
Any physical changes, additions, and/or removals made to the Descanso Town Hall or its property, must be presented at a regular meeting and shall require a majority vote of the attending voting members in good standing. The Descanso Town Hall, its real and historical properties, cannot be sold, nor can the the Association be transferred, donated, or assigned to any other person or organization, except as provided for in the “Articles of Incorporation” and the aforementioned scholarship programs. Any supplies deemed surplus or unusable by the Association shall be advertised at two (2) consecutive meetings and disposed of forthwith.
MEMBERSHIP - ASSOCIATION MEMBERS IN GOOD STANDING - Any interested adult, 18 years of age or older, who pay yearly dues as established by the Board.
VOTING MEMBERS - Must be an association member is good standing.
The term of membership shall be on a calendar year, January thru December
ELECTION OF OFFICERS
The Association shall have the following elected officers: President, Vice-President, Secretary, and Treasurer, otherwise known as the “Board”. Any voting member in good standing, who has been a member for at least 45 days and attended one (1) meeting since joining, shall be eligible for nomination or election to any office on the Board. During the regular meeting in September, not less than three (3) nor more than five (5) voting members shall be appointed to serve as the Nominating Committee.
The Nominating Committee shall present the slate of candidates at the regular meeting in October and accept nominations from the floor, providing the nominee has given prior consent.. The Nominating Committee shall post the slate of candidates in a visible place on bulletin boards at the library, post office, Perkins Store, Descanso Town Hall, and social media no more that one (1) week after the October meeting. Officers shall be elected by voting members during the regular meeting in November.
Should the slate of candidates contain no more than one (1) person for each office, and there are no nomination from the floor, the Nominating Committee may entertain a motion from the floor to accept the slate as presented.
Otherwise, voting will be by secret ballot. In case of a tie vote for any office, a second balloting shall be immediately held. If a tie still exists, it shall be the duty of the Nominating Committee, by majority opinion, to select one of the deadlocked candidates to succeed that office.
All Officers shall be elected for a term on one (1) year and assume the duties of their office at the regular meeting in January.
A meeting between the outgoing Board and the incoming Board shall take place before the January meeting to assure a smooth transition. A proposed annual budget shall also be created at this meeting to expedite the implementation of the annual projected budget in January.
Installation of officers shall be conducted by the chairperson of the Nominating Committee and shall include a pledge by the incoming officers that they will abide by the Articles of Incorporation and the Constitution and By-Laws of the Association.
A current copy of the Articles of Incorporation and Constitution and By-Laws shall be presented to each incoming officer.
In the event a Board vacancy cannot be filled, as described in the Articles of Incorporation, the Descanso Town Hall Association cannot continue as a 501 (c)(3) corporation and thus the Descanso Town Hall must close. The corporation will be dissolved upon desolate dissolution of the assets and all debts will be paid. After all debts are paid, any remaining funds must be distributed to another nonprofit which has a 501 (3)(c) status.
DUTIES OF OFFICERS
All officers shall attend regular and special meetings
PRESIDENT
The President shall preside over all meetings. The President shall fill all official vacancies when required, subject to ratification by the Association Members in good standing at the next regular meeting. The President shall act as ex officio member of each committee, including the right to vote, with only exception being the Nominating Committee.The President shall sign all legal documents pertaining to the Association. While occupying the chair, the President shall take no part in a debate, except by the consent of the majority of the voting members present and shall cast a vote only as a tie-breaker. The President shall cast a vote only as a tie-breaker.The President shall enforce the Constitution and By-Laws of the Association, the Articles of the Incorporation, and Standing Rules of the Association.
VICE-PRESIDENT
In the absence of the President, the duties of that office shall be performed by the Vice-President. The Vice-President shall act as a historian.
The Vice-President shall act as the Parliamentarian. It is the duty of the Vice-President to uphold Robert’s Rules of Order.
SECRETARY
The Secretary shall record and maintain a correct record of the transactions of each meeting in a book to be known as “The Minutes”. At each meeting, the minutes of the preceding meeting shall be read, approved, and recorded. The Secretary shall maintain record book(s) in which the Articles of the Incorporation, the Constitution and By-Laws of the Association, and Minutes are entered, with any amendments to these documents properly recorded, and to have the current record book(s) available on hand at every meeting. The Secretary shall keep a file of all committee reports to be recorded in the Record Book(s).The Secretary shall prepare all correspondence pertaining to the business of the Association, except for those specifically assigned to others. This includes thank you cards and sympathy cards.
TREASURER
The Treasurer shall keep records of all monies received and disbursed by cash, check, or electronic payment by the Association and present a financial report, which includes a monthly and a “year to date” transactions report to be called the “Treasurer’s Report at all regular and special meetings. This Treasurer’s Report shall include the current bank statement(s) and other financial documents(s).The Treasurer shall pay all normal operating expenses when due.The Treasurer shall pay other bills only as ordered by a majority of the voting members present at the regular monthly meeting.The complete financial records shall be made available for annual audit. The Treasurer shall withdraw no monies except when authorized by a majority of the voting members present at the regular monthly meeting. It shall be required that all checks have the signature of one (1) current Board member.
DUTIES OF THE BOARD
It shall be the responsibility of the current Board to establish and maintain a budget that will accomplish the following:
1. Project yearly operating costs.
2. Maintain a contingency fund for emergency repairs.
This budget shall be presented and voted on by the association members in good standing at the January meeting. It shall be in effect for the year, beginning in January. Any proposed program, event, or speaker shall first be presented at a regular meeting and approved by a majority vote of attending voting members in good standing prior to the event occurring. Any of the above shall be within compliance with our Constitution and By-Laws of the Association, Articles of Incorporation, and Standing Rules.
RESIGNATION
All Officer resignations shall be submitted in writing. Should the Treasurer resign, he/she shall turn over the complete financial records to the President upon resignation for an internal audit. Should any Officer or Committee Chairperson resign, all documents and records pertaining to the Descanso Town Hall Association, and keys to any Descanso Town Hall Association property, shall be turned over to the Board within seventy-two (72) hours of resignation.
COMMITTEES
Standing Committee
Any committee that performs a continuing function or annual event, as described the Standing Rules. The term of Standing Committee shall be for one (1) year, beginning in January and ending in December.
Standing Committee Chairs shall be selected by the majority vote at the November meeting and assume their duties the following January.
Standing Committee Chairs must present a monthly status report for each regular meeting as applicable.
Special Committee
Any committee appointed, as the need arises, to carry out a specified task or event, and ceases to exist upon completion of the event.
A Special Committee may not be appointed to perform a task that falls with the assigned function of an existing Standing Committee.
The first order of business for all Special Committees is to choose a committee member to act as Chair by majority vote. If the committee is unable or unwilling to do so, the President shall point a Chair.
For Special Committees requiring monies, the second order of business will be for the committee to create a budget to be presented for approval by a majority of voting members in good standing present at the next regular meeting.
All Committee Chairs, both Standing and Special, shall be required to present status reports as requested by the Board.
MEETINGS
The regular monthly meeting of the Association shall be held on the date and time specified in the current Standing Rules.
The President may call a Special Meeting with three (3) days notice for required action item(s) that is/are needed to be addressed prior to the next monthly meeting.
Emergency Meetings may be called by any three (3) Board members to address any emergency. This meeting may be held via telephone conference and/or email. Emergency meetings require the minimum attendance of three (3) Board members.
Decisions made at Special or Emergency Meetings shall be binding only until the next regular meeting.
The number of voting members in good standing required to form a quorum at meetings shall be five (5). This includes Board members, except for the President unless he/she is needed to break a tie.
It shall be the responsibility of each member to refrain from any action that would interfere with the orderly conduct of the meeting.
Revisions or amendments of this Constitution and By-Laws must be done by Special Committee and revisions shall be presented first at a regular meeting and then require a two-thirds (2/3) vote of the voting members in good standing
present at the following regular meeting.
All business shall be conducted in accordance with the Articles of Incorporation, the Constitution and By-Laws, and Robert’s Rules of Order. Any item not mentioned (covered) in this Constitution and By-Laws or Articles of Incorporation, Robert’s Rules of Order will apply.
(REVISED 05/11/2021)
Organized September 1968 - IncorporatedJanuary 26, 1980 I.R.S. Section 501(c)(3)
PREAMBLE
It being a self-evident fact, plainly demonstrated by experience, that unity of action around the residents and property owners of the Descanso, California area is necessary to successfully preserve and operate the DESCANSO TOWN HALL, and whereas no existing organization is dedicated to the end, we, a group of interested citizens, pledge ourselves to this task.
NAME This organization shall be known as the “Descanso Town Hall Association”, hereinafter referred to as the “Association”
PURPOSE
The primary purpose of the Association is the restoration, protection, and maintenance of the Descanso Town Hall property and to make it financially self-sufficient. The Association seeks to create and promote activities to benefit the Descanso Town Hall and the community. The Association may establish scholarship programs in the name of the outstanding members of the community. The Descanso Town Hall shall be made available by the Association for various social, civic, and individual functions. Each function shall adhere to the requirements of safety, maintenance, decorum, the legality of functions and other requirements of the Association, including the rental agreement, and the Articles of Incorporation, and the rules of the I.R.S. Section 501(c)(3).
Any physical changes, additions, and/or removals made to the Descanso Town Hall or its property, must be presented at a regular meeting and shall require a majority vote of the attending voting members in good standing. The Descanso Town Hall, its real and historical properties, cannot be sold, nor can the the Association be transferred, donated, or assigned to any other person or organization, except as provided for in the “Articles of Incorporation” and the aforementioned scholarship programs. Any supplies deemed surplus or unusable by the Association shall be advertised at two (2) consecutive meetings and disposed of forthwith.
MEMBERSHIP - ASSOCIATION MEMBERS IN GOOD STANDING - Any interested adult, 18 years of age or older, who pay yearly dues as established by the Board.
VOTING MEMBERS - Must be an association member is good standing.
The term of membership shall be on a calendar year, January thru December
ELECTION OF OFFICERS
The Association shall have the following elected officers: President, Vice-President, Secretary, and Treasurer, otherwise known as the “Board”. Any voting member in good standing, who has been a member for at least 45 days and attended one (1) meeting since joining, shall be eligible for nomination or election to any office on the Board. During the regular meeting in September, not less than three (3) nor more than five (5) voting members shall be appointed to serve as the Nominating Committee.
The Nominating Committee shall present the slate of candidates at the regular meeting in October and accept nominations from the floor, providing the nominee has given prior consent.. The Nominating Committee shall post the slate of candidates in a visible place on bulletin boards at the library, post office, Perkins Store, Descanso Town Hall, and social media no more that one (1) week after the October meeting. Officers shall be elected by voting members during the regular meeting in November.
Should the slate of candidates contain no more than one (1) person for each office, and there are no nomination from the floor, the Nominating Committee may entertain a motion from the floor to accept the slate as presented.
Otherwise, voting will be by secret ballot. In case of a tie vote for any office, a second balloting shall be immediately held. If a tie still exists, it shall be the duty of the Nominating Committee, by majority opinion, to select one of the deadlocked candidates to succeed that office.
All Officers shall be elected for a term on one (1) year and assume the duties of their office at the regular meeting in January.
A meeting between the outgoing Board and the incoming Board shall take place before the January meeting to assure a smooth transition. A proposed annual budget shall also be created at this meeting to expedite the implementation of the annual projected budget in January.
Installation of officers shall be conducted by the chairperson of the Nominating Committee and shall include a pledge by the incoming officers that they will abide by the Articles of Incorporation and the Constitution and By-Laws of the Association.
A current copy of the Articles of Incorporation and Constitution and By-Laws shall be presented to each incoming officer.
In the event a Board vacancy cannot be filled, as described in the Articles of Incorporation, the Descanso Town Hall Association cannot continue as a 501 (c)(3) corporation and thus the Descanso Town Hall must close. The corporation will be dissolved upon desolate dissolution of the assets and all debts will be paid. After all debts are paid, any remaining funds must be distributed to another nonprofit which has a 501 (3)(c) status.
DUTIES OF OFFICERS
All officers shall attend regular and special meetings
PRESIDENT
The President shall preside over all meetings. The President shall fill all official vacancies when required, subject to ratification by the Association Members in good standing at the next regular meeting. The President shall act as ex officio member of each committee, including the right to vote, with only exception being the Nominating Committee.The President shall sign all legal documents pertaining to the Association. While occupying the chair, the President shall take no part in a debate, except by the consent of the majority of the voting members present and shall cast a vote only as a tie-breaker. The President shall cast a vote only as a tie-breaker.The President shall enforce the Constitution and By-Laws of the Association, the Articles of the Incorporation, and Standing Rules of the Association.
VICE-PRESIDENT
In the absence of the President, the duties of that office shall be performed by the Vice-President. The Vice-President shall act as a historian.
The Vice-President shall act as the Parliamentarian. It is the duty of the Vice-President to uphold Robert’s Rules of Order.
SECRETARY
The Secretary shall record and maintain a correct record of the transactions of each meeting in a book to be known as “The Minutes”. At each meeting, the minutes of the preceding meeting shall be read, approved, and recorded. The Secretary shall maintain record book(s) in which the Articles of the Incorporation, the Constitution and By-Laws of the Association, and Minutes are entered, with any amendments to these documents properly recorded, and to have the current record book(s) available on hand at every meeting. The Secretary shall keep a file of all committee reports to be recorded in the Record Book(s).The Secretary shall prepare all correspondence pertaining to the business of the Association, except for those specifically assigned to others. This includes thank you cards and sympathy cards.
TREASURER
The Treasurer shall keep records of all monies received and disbursed by cash, check, or electronic payment by the Association and present a financial report, which includes a monthly and a “year to date” transactions report to be called the “Treasurer’s Report at all regular and special meetings. This Treasurer’s Report shall include the current bank statement(s) and other financial documents(s).The Treasurer shall pay all normal operating expenses when due.The Treasurer shall pay other bills only as ordered by a majority of the voting members present at the regular monthly meeting.The complete financial records shall be made available for annual audit. The Treasurer shall withdraw no monies except when authorized by a majority of the voting members present at the regular monthly meeting. It shall be required that all checks have the signature of one (1) current Board member.
DUTIES OF THE BOARD
It shall be the responsibility of the current Board to establish and maintain a budget that will accomplish the following:
1. Project yearly operating costs.
2. Maintain a contingency fund for emergency repairs.
This budget shall be presented and voted on by the association members in good standing at the January meeting. It shall be in effect for the year, beginning in January. Any proposed program, event, or speaker shall first be presented at a regular meeting and approved by a majority vote of attending voting members in good standing prior to the event occurring. Any of the above shall be within compliance with our Constitution and By-Laws of the Association, Articles of Incorporation, and Standing Rules.
RESIGNATION
All Officer resignations shall be submitted in writing. Should the Treasurer resign, he/she shall turn over the complete financial records to the President upon resignation for an internal audit. Should any Officer or Committee Chairperson resign, all documents and records pertaining to the Descanso Town Hall Association, and keys to any Descanso Town Hall Association property, shall be turned over to the Board within seventy-two (72) hours of resignation.
COMMITTEES
Standing Committee
Any committee that performs a continuing function or annual event, as described the Standing Rules. The term of Standing Committee shall be for one (1) year, beginning in January and ending in December.
Standing Committee Chairs shall be selected by the majority vote at the November meeting and assume their duties the following January.
Standing Committee Chairs must present a monthly status report for each regular meeting as applicable.
Special Committee
Any committee appointed, as the need arises, to carry out a specified task or event, and ceases to exist upon completion of the event.
A Special Committee may not be appointed to perform a task that falls with the assigned function of an existing Standing Committee.
The first order of business for all Special Committees is to choose a committee member to act as Chair by majority vote. If the committee is unable or unwilling to do so, the President shall point a Chair.
For Special Committees requiring monies, the second order of business will be for the committee to create a budget to be presented for approval by a majority of voting members in good standing present at the next regular meeting.
All Committee Chairs, both Standing and Special, shall be required to present status reports as requested by the Board.
MEETINGS
The regular monthly meeting of the Association shall be held on the date and time specified in the current Standing Rules.
The President may call a Special Meeting with three (3) days notice for required action item(s) that is/are needed to be addressed prior to the next monthly meeting.
Emergency Meetings may be called by any three (3) Board members to address any emergency. This meeting may be held via telephone conference and/or email. Emergency meetings require the minimum attendance of three (3) Board members.
Decisions made at Special or Emergency Meetings shall be binding only until the next regular meeting.
The number of voting members in good standing required to form a quorum at meetings shall be five (5). This includes Board members, except for the President unless he/she is needed to break a tie.
It shall be the responsibility of each member to refrain from any action that would interfere with the orderly conduct of the meeting.
Revisions or amendments of this Constitution and By-Laws must be done by Special Committee and revisions shall be presented first at a regular meeting and then require a two-thirds (2/3) vote of the voting members in good standing
present at the following regular meeting.
All business shall be conducted in accordance with the Articles of Incorporation, the Constitution and By-Laws, and Robert’s Rules of Order. Any item not mentioned (covered) in this Constitution and By-Laws or Articles of Incorporation, Robert’s Rules of Order will apply.
DESCANSO TOWN HALL ASSOCIATION STANDING RULES
Revised 2/15/2022 Approved 3/9/2022. Amendment added 6-14-22
The meetings of the Descanso Town Hall Association shall be on the second Tuesday of each month with the exception of December when there is no meeting. Meetings will begin at 6:00 P.M.
2. The use of the Town Hall for a memorial service for a Town Hall member or Descanso resident will be free of charge. All non-members and /or non residents will be charged the standard rate.
3. All school activities will be given a rate decided on an individual basis by the Board.
4. School promotions are free of charge.
5. The Descanso Town Hall will be offered at no charge to community service events by non-profits when an application is made 90 days prior and approved by membership attending at a regular meeting.
6. An annual $100 donation from the Descanso Town Hall Association is given to the Luke Barbour Scholarship Fund in memory of a deceased Town Hall member or a deceased Descanso resident.
7. All Board members shall have a copy of the current DTHA By-Laws and Standing Rules.
8. In case of an emergency, the Board has authorization to spend up to $700 without membership approval.
9. Membership dues in DTHA are $25 annually per adult. Membership is from January 1st through December 31. Membership is open all year.Membership entitles the member to a reduced rate of Town Hall rentals. A reduced rate is given only if the member has been a member in good standing for six months prior to the booking the rental.
10. Current Life Members as of August 2019 will remain Life Members with all privileges. Life Memberships will no longer be offered. VIP memberships are $100 per person and provide membership and complimentary breakfast for the year.
11. Standing committees may include: parade, fair, grounds, pancake breakfast, maintenance, corresponding secretary, public relations, publicity , audit, newsletter, bunco, teen activities, and historical tours.
12. The DTHA paid positions may include: maintenance person, hall cleaning tech, rental chairperson, bookkeeping duties. In case of a vacancy, a person may be temporarily appointed by the President until position is filled.
13. When a vacancy occurs for a paid position, a public notice for hiring will be posted at the library, post office, Perkins Store, and on social media.
14. Termination of any paid position will be determined by the majority of the Board.
15. Hard copies of the Constitution and By-Laws, Standing Rules, membership applications and rental contract forms are available via email and on the website. Contact [email protected].
16. In the event there are Board vacancies that cannot be filled, the Descanso Town Hall Association will abide by the Articles of Incorporation and dissolve the Association.
17.Rental rates are as follows: $400 - member rate (must be a member in good standing for 6 months prior booking the rental) $800 - non-member rate. The non-member fee will be $1000 as of January 1, 2024.
18. Groups using the Town Hall for approved classes (ie Yoga, exercise, line dancing) shall pay an arranged rate of $10 per hour unless other fee is negotiated based on attendance. The approved DTHA events shall not pay use fees. These two types of users of the hall shall maintain their scheduled times and dates and may not be “bumped”
Added 6-14-22
Descanso Town Hall Association does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations.
Standing Rules may be adopted without previous notice by a majority vote at a regular meeting. At any meeting the Standing Rules may be suspended by a majority vote or amended/revised by a 2/3 vote.
Revised 2/15/2022 Approved 3/9/2022. Amendment added 6-14-22
The meetings of the Descanso Town Hall Association shall be on the second Tuesday of each month with the exception of December when there is no meeting. Meetings will begin at 6:00 P.M.
2. The use of the Town Hall for a memorial service for a Town Hall member or Descanso resident will be free of charge. All non-members and /or non residents will be charged the standard rate.
3. All school activities will be given a rate decided on an individual basis by the Board.
4. School promotions are free of charge.
5. The Descanso Town Hall will be offered at no charge to community service events by non-profits when an application is made 90 days prior and approved by membership attending at a regular meeting.
6. An annual $100 donation from the Descanso Town Hall Association is given to the Luke Barbour Scholarship Fund in memory of a deceased Town Hall member or a deceased Descanso resident.
7. All Board members shall have a copy of the current DTHA By-Laws and Standing Rules.
8. In case of an emergency, the Board has authorization to spend up to $700 without membership approval.
9. Membership dues in DTHA are $25 annually per adult. Membership is from January 1st through December 31. Membership is open all year.Membership entitles the member to a reduced rate of Town Hall rentals. A reduced rate is given only if the member has been a member in good standing for six months prior to the booking the rental.
10. Current Life Members as of August 2019 will remain Life Members with all privileges. Life Memberships will no longer be offered. VIP memberships are $100 per person and provide membership and complimentary breakfast for the year.
11. Standing committees may include: parade, fair, grounds, pancake breakfast, maintenance, corresponding secretary, public relations, publicity , audit, newsletter, bunco, teen activities, and historical tours.
12. The DTHA paid positions may include: maintenance person, hall cleaning tech, rental chairperson, bookkeeping duties. In case of a vacancy, a person may be temporarily appointed by the President until position is filled.
13. When a vacancy occurs for a paid position, a public notice for hiring will be posted at the library, post office, Perkins Store, and on social media.
14. Termination of any paid position will be determined by the majority of the Board.
15. Hard copies of the Constitution and By-Laws, Standing Rules, membership applications and rental contract forms are available via email and on the website. Contact [email protected].
16. In the event there are Board vacancies that cannot be filled, the Descanso Town Hall Association will abide by the Articles of Incorporation and dissolve the Association.
17.Rental rates are as follows: $400 - member rate (must be a member in good standing for 6 months prior booking the rental) $800 - non-member rate. The non-member fee will be $1000 as of January 1, 2024.
18. Groups using the Town Hall for approved classes (ie Yoga, exercise, line dancing) shall pay an arranged rate of $10 per hour unless other fee is negotiated based on attendance. The approved DTHA events shall not pay use fees. These two types of users of the hall shall maintain their scheduled times and dates and may not be “bumped”
Added 6-14-22
Descanso Town Hall Association does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations.
Standing Rules may be adopted without previous notice by a majority vote at a regular meeting. At any meeting the Standing Rules may be suspended by a majority vote or amended/revised by a 2/3 vote.