BYLAWS

1. NAME.  The name of this 501(c)(3) non-profit organization shall be the Corona del Mar Residents Association (“CdMRA”).

2. PURPOSE.  To provide an umbrella civic organization to represent all residents within the boundaries of the 92625 United Sates Mail Zip Code, (the “Community”).

3. MISSION.  To protect, preserve and improve the quality of life of the Community. In accomplishing its mission, CdMRA shall:

a.    Monitor and analyze the activities of local government to assure that their actions do not have an adverse impact on the Community

b.   Develop a Community consensus for presentation to local government on proposed legislation or administrative actions that would affect a specific neighborhood or the Community. The consensus is to be developed in one of the following ways: 

·         surveys conducted through Corona del Mar Residents Association newsletters, emails or telephone contact

·         concerns expressed by residents in sufficient numbers as to signify a consensus, or

·         a history of similar issues

c.    Sponsor new, or changes to existing local laws and regulations that will benefit the Community

d.   Identify local problems and work to obtain solutions

e.   Sponsor public works projects that will improve the Community and strives to assure that the Community receives its fair share of other funds available to the City of Newport Beach from various sources

f.     Provide a periodic newsletter to keep the Community informed of the status of proposed legislative, administrative, construction or any other action affecting the Community

g.    Sponsor social and special events that have as their objective the development of Community cohesiveness

h.   Carry on any other activity that CdMRA deems proper to preserve and enhance the Community

The objectives of CdMRA shall not conflict with or usurp the authority of the CC&R’s of planned communities within the Community.

4. MEMBERSHIP.  Membership in CdMRA is open to all persons of legal voting age residing or owning residential property within the Community (“Voting Members”).  Persons living outside the Community are eligible for membership, but are not included in community consensus surveys or polls (“Non-Voting Members”). 

5. ORGANIZATION.  CdMRA is resident-oriented and controlled. To assure representation on the Board of Directors from throughout the Community, the Community has been divided into eleven sections (the “Sections”) comprised of the founding neighborhoods: five from CdM Village and six from CdM planned communities. They are: 

CdM Village Sections
CdM West
CdM Southwest
CdM Northwest
CdM Southeast
CdM Northeast 

CdM Planned Community Sections
Irvine Terrace
Harbor View Hills
Shore Cliffs
Corona Highlands
Cameo Highlands*
Cameo Shores*

* Cameo Community is divided into two Association Sections, Cameo Shores and Cameo Highlands, which is consistent with the organization of Cameo Community’s HOA Board of Directors. 

6. BOARD OF DIRECTORS.                                         

a.       The Board of Directors (the “Board”) is to be made up of one principal and one alternate from each of CdMRA’s eleven founding Sections. Board members are the principal point of contact for residents of each Section who want advice or assistance from CdMRA on civic matters.

b.      The Board members for the Village Sections shall be selected by CdMRA’s Organizing Committee from a list of Association members who reside within their respective Section and who have volunteered to serve on the Board.

c.       The homeowner associations for Planned Community Sections are encouraged to appoint their own representative to CdMRA Board, otherwise those Board members shall be selected by CdMRA’s Organizing Committee in accordance with the procedures stated in paragraph 6.b. above.

d.      Each principal and alternate Board member serves at the pleasure of the Board.

e.      The business and affairs and all powers of CdMRA shall be exercised by and under the authority of the Board.

f.        Current Council Members and any resident who resides within the Community who is a member of a City Commission, Board or Committee will be invited to act in an advisory capacity to the Board.

7. BOARD VACANCIES.  The Board shall periodically solicit volunteers to serve on the Board and will maintain a list of those members who have indicated a desire to serve. In the event of a vacancy of a principal member of the Board, the alternate Director shall serve as the principal.  A new alternate Director shall then be selected by the Board in accordance with the procedures stated in paragraph 6.b. or 6.c. above, or if there is no one from the Section involved on the list of volunteers by soliciting from the membership.

If there are more volunteers from the Section involved than there are vacancies, those who have been the most active in CdMRA, or in Community affairs, will be appointed. All things being equal, those with membership seniority will be selected.

8. OFFICERS

a.       Officers: The officers of CdMRA shall be a President, a Vice President, at least one Secretary and a Treasurer.  The Board of Directors may appoint such other officers as CdMRA may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board of Directors may from time to time determine by Board policy.

b.      Election and Term: The officers of CdMRA shall be chosen by the Board of Directors and shall serve at the pleasure of the Board of Directors as further defined by board policy.

c.       Compensation: Officers shall not receive any compensation for their services as Officers.  Officers may be reimbursed for actual and reasonable expenses while acting on behalf of CdMRA as determined by the Board of Directors or Board policy.

d.      Resignation: Any officer may resign at any time by giving written notice to CdMRA, subject to the rights, if any, of CdMRA under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

e.      Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in by the Board of Directors based on the Board policy in effect at that time.

f.        President: The President shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of CdMRA.  The President shall chair the executive committee and be an ex officio, non-voting member of all other standing committees, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by Board policy.

g.       Vice President: In the absence or disability of the President, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by Board policy.

h.      Secretary: The Secretary(s) shall keep, or cause to be kept, a book of minutes in written form, or any other form capable of being converted into written form, of the proceedings of the Board of Directors and committees of the Board of Directors. Such minutes shall include all waivers of notice, consents to the holding of meetings, or approvals of the minutes of meetings pursuant to Board policy.  The Secretary(s) shall also be responsible for a variety of administrative tasks that are necessary for the smooth and efficient operation of CdMRA.

i.         Treasurer: The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form. The Treasurer shall deposit all monies and other valuables in the name and to the credit of CdMRA with such depositaries as may be designated by the Board of Directors. The Treasurer shall disburse all funds of CdMRA as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of the Treasurer’s transactions as Treasurer and of the financial condition of CdMRA, and shall have such other powers and perform such other duties as may be prescribed by Board policy.

9. CONFLICTS OF INTEREST: Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the board or affected person shall ensure that:

a.       The interest of such officer or director is fully disclosed to the board of directors.

b.      No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon.

c.       Any transaction in which a director or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization.

d.      Payments to the interested officer or director shall be reasonable and shall not exceed fair market value.

e.      The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

10. MEETINGS.  Meeting frequency, time and location shall be determined by Board policy, including but not limited to Board meetings, Executive Board meetings and general membership meetings.

11. VOTING. 

a.       Directors: Each Section shall have one vote on any issue before the Board, including dissolution of CdMRA, with the alternate voting only in the absence of the principal.

b.      Members: Voting Members shall be entitled to one vote per household when the Board solicits community input through surveys and polls. Non-Voting Members shall not be entitled to vote.   

12. DUES.  The amount of annual due per household will be established annually by the Board and will be only that amount required to defray the cost of preparing, printing and distributing the newsletter and expenses incident to Board and General Membership meetings or special events sponsored by CdMRA.

13. NON-LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

a.       Non-liability:  CdMRA, its Board, Officers and any such independent management as it may retain, shall not be liable to any of its members for any statement, errors or omissions in any reports sent out by CdMRA or its agents, whether the same shall be due to the negligence of CdMRA, its Board, Officers, or independent management or otherwise; and each and every member or those that hereafter may become members shall be deemed to have expressly released CdMRA, its Board, Officers and independent management, from any and all liability for all such statements, errors and omissions, and further, from any and all liability by reason of any agreements, contracts, obligations, acts, steps, or plans entered into or undertaken by CdMRA on behalf of its members.

b.      Indemnification: Each present and future Director and Officer, whether or not then in office, shall be indemnified by CdMRA against expenses actually and necessarily incurred by or imposed upon him (including but without being limited to, judgments, costs and counsel fees) in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been a Director or officer of CdMRA except in relation to the matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty.  Such indemnification shall not be deemed exclusive of other rights to which such Director, officer or individual may be entitled, under any other bylaw, agreement, vote of the members, or as a matter of law, or otherwise.

14. AMENDMENT.  This document shall be effective upon its ratification by the Board and may be amended by the Board by a majority vote subject to advance written notice to all Directors of such proposed amendments.

I, Karen Tringali, duly elected Administrative Secretary of the Corona del Mar Residents Association, do hereby certify that the Bylaws, unanimously approved by vote of this organization’s Board of Directors on July 16, 2020, are complete and current, and are the only organizing instrument of the Corona del Mar Residents Association.

Dated: July 16, 2020  

Karen Tringali, Administrative Secretary                                                    

Bylaws History

·   Amended by the Board: July 16, 2020 (addition of Conflict of Interest and Indemnity sections)
·   Amended by the Board: March 21, 2019
·   Amended by the Board: February 21, 2019
·   Amended by the Board: August 16, 2018
·   Amended by the Board: August 4, 2015
·   Amended by the Board: September 29, 2010
·   Amended by the Board: February 10, 2009
·   Amended by the Board: September 21, 2008
·   Adopted by the Board:  January 15, 1987