By-Laws of the Stinson Beach Village Association
Amended February 7, 2026

Article I

The name of the organization shall be "Stinson Beach Village Association, Inc." (SBVA)

The organization is a nonprofit public benefit corporation and is not organized for the private

gain of any person. It is organized under the Nonprofit Corporation Law of California

(“California Nonprofit Corporation Law”) for public and charitable purposes.

Article II

Mission

To act as a steward of the Stinson Beach Community Plan, to advocate on behalf of the

community to preserve the rural atmosphere of the Village, and to provide a forum to promote

communication regarding local, county, state, and federal regulations that affect all areas of the

Village, including the commercial area, the hill, Panoramic, the Calles, the Patios, and Seadrift.

Article III

Section 1: Membership

All persons 18 years and over who satisfy any of the three following requirements will become

members by registering with the Secretary of the SBVA: residents registered to vote in Stinson

Beach; Stinson Beach property owners, including trustees of trusts; and Stinson Beach business

owners may become members by registering with the Secretary of the SBVA.

Each member shall sign the membership roster when attending any regular or special meeting.

Section 2: Funding

The Association shall be funded by contributions from the members of the community. Such

funding shall be used to support the activities of the SBVA for the betterment of the Village.

Donations are requested from members of the community once a year.

Section 3: Meetings

Regular meetings shall be held the first Saturday of every month and are open to all.

The Board may reschedule regular meetings and call special meetings from time to time with

proper notice.

The Annual Meeting shall be held the first Saturday in February.

Section 4: Non Discrimination

No one shall be excluded on the basis of race, creed, religion, gender, sexual orientation, or

national origin.

Section 5: Voting

Only registered members may vote. A quorum of one-third of the members must be present to

pass motions by majority vote. In the absence of a quorum, the only matters that may be voted

upon are matters for which proper notice was given, and passage of these matters requires an

affirmative vote by a majority of the members present.

Section 6: Amendments to Bylaws

Amendments to the Bylaws shall be presented at a scheduled meeting of the Association for a

vote at the following scheduled meeting.

The amendment(s) shall be adopted if passed by a two-thirds vote of all members present.

Section 7:

The Board shall enact policies required to conform with governmental regulations.

Article IV

Expenditure of Funds

Section 1: Annual Budget

Each year during January the Officers of the Association shall prepare an annual budget for

approval by the membership at its Annual Meeting.

Said budget may include donations to organizations from within, or without, the community

whose cause would be for the betterment of the Village.

Should it be necessary to exceed the budget, a motion shall be presented at a regular meeting of

the Association for a vote at the following regular meeting.

Section 2: Responsibility for Funds.

It shall be the responsibility of the Treasurer to monitor the expenditure of all funds.

Payments for expenses of $500 or less that are listed in the approved annual budget may be

signed or electronically authorized by the President, Vice-President, Secretary, or Treasurer. All

expenditures, promissory, or contracts whose monetary values exceeds $500 shall be signed or

electronically authorized by any two of the following - the Treasurer, the President, or the Vice-

President – unless explicitly approved by a vote of the Board or the Membership at an SBVA

meeting, in which case they may be signed or electronically authorized by any one of these three

Officers.

Article V

Elections

Section 1: Directors

The Board shall consist of the following Directors: President, Vice-President, Secretary,

Treasurer, Publicist, Representative to the Community Center Board of Directors, and Member-

At-Large.

Section 2: Elections

The election of directors shall be held at the Annual Meeting on the first Saturday in

February. In the event that elections cannot be held at the Annual Meeting, the directors then in

office shall remain in office until elections may be held. Any director who ceases to qualify as a

Member, simultaneously and automatically vacates his or her office. Should a position become

vacant, it may be filled by appointment by a majority vote of the Board until the election at the

next Annual Meeting.

Section 3: Terms

All directors shall be elected annually to serve one-year terms, beginning in March. Should the

office of President become vacant, the Vice-President shall serve as President for the remainder

of the vacated term.

Section 4: Duties and Responsibilities of Directors

It shall be the responsibility of an Ad Hoc Committee to review periodically, and update as

necessary, Article VII: "Duties and Responsibilities" to carry out more expeditiously the

activities of the Association and to submit any revisions to the membership for approval.

Section 5: Action Without A Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting

if all members of the Board shall individually or collectively consent to such action in

writing, including by electronic mail; provided, however, that the consent of any director who

has a material financial interest in a transac7on to which the corpora7on is a party and who is

an “interested director” as defined in Corpora7ons Code Sec7on 5233 shall not be required for

approval of that transac7on.. Such written consents shall be filed with the minutes of the

proceedings of the Board. Such written consents shall have the same force and effect as the

unanimous vote of such Directors.

Any certificate or other document filed under any provision of law which relates to action so

taken shall state that the action was taken by unanimous written consent of disinterested

directors of the Board of Directors without a meeting and that the bylaws of this

corporation authorize the directors to so act, and such statement shall be prima facie

evidence of such authority.

Section 6: Compensation and Reimbursement

Directors serve without compensation for their services but may receive such reasonable

compensation for expenses as the Board may determine by resolution to be just and

reasonable for actual services rendered.

Section 7: Officers

The Officers of the corporation shall consist of the President, Vice President, Secretary, and

Treasurer. Any Officer may resign at any time by giving formal notice. Any resignation shall

be without prejudice to any rights of the organization under any contract to which the officer

is a party.

Article VI

Committees

Section 1: Purpose of Committees

Committees may be formed from time to time to study specific issues affecting the community

and to report their findings to the Association.

All Committees are Advisory, and may not be delegated any of the authorities of the Board or of

its Membership. In no case may a committee take a final action on any matter that, under the

California Nonprofit Public Benefit Corporation Law, also requires approval of a quorum of the

Membership, by the Directors, or by a majority of all Directors.

Section 2: Duration of Committees

Standing committees of the Board may be created by a vote of the Association membership or of

the Board.

At the time of the formation of an Ad Hoc committee, its term will be set. Term shall not exceed

12 months. At the end of the term, the committee shall be dissolved unless extended by a vote of

the Association membership.

At the end of the Committee term all correspondence, files, working papers, etc. shall be

returned to the Association office for filing.

Section 3: Committee Funding

Funding (if required) for a a Committee shall be approved by the membership or by a vote of the

Board. Committees shall not be delegated the power to expend organization funds without such

a vote.

Section 4: Committee Chair

A Director shall sit on

Association shall be signed by the President or Vice-President, or by the Secretary when legally

The Committee Chairperson shall be elected by committee members. each Committee. Any necessary correspondence generated by the committee on behalf of the

required.

Section 5: Committee Reports

Committees are to make regular reports to the Association membership.

Section 6: Nominating Committee

The Nominating committee, consisting of the directors of the SBVA and up to three members

who wish to participate, will submit a roster of candidates at the January meeting from which the

membership shall elect officers at the Annual Meeting. Nominations may also be made from the

floor.

Article VII

Duties and Responsibilities of Officers and Directors

General Responsibilities of Directors

Follow the Village Association Bylaws and work to carry out the policies of the Association.

With the assistance of the Treasurer of the Association, prepare an annual agenda and budget that

strive to accomplish the goals and objectives of the Association and carry out its policies.

Review the minutes of meetings prior to their distribution to the membership.

General Responsibilities of the President and Vice-President

Develop and maintain communications with those individuals, agencies, and community

organizations whose decisions affect our community (i.e. County Supervisor, Planning

Department, GGNRA, Fire and Water district, etc.).

Sign all communications that represent the SBVA.

The outgoing President shall prepare the annual Association Newsletter.

Arrange for, and chair, all Association meetings.

Signs all correspondence by committees, except where the signature of the Secretary is legally

required.

Prior to the March meeting, the outgoing Vice-President shall meet with the incoming Vice-

President to discuss the responsibilities of the office and any issues facing the Association, thus

ensuring that the new Vice-President is informed of his or her duties and responsibilities.

General Responsibilities of the Secretary

Keep and maintain up-to-date files of the current membership and mailing lists.

Make weekly backups of all digital files onto an auxiliary storage device.

Keep meeting attendance rosters and encourage member signatures.

Take the minutes of the meetings (minutes to include a record of attendance) and review the

minutes with the Directors before distribution to the public. Maintain copies of the minutes in the

locked filing cabinet or in secure electronic storage accessible to all Directors.

Keep working files on Village Association business; place completed project files in the locked

filing cabinet or in secure electronic storage accessible to all Directors; and pass open files on to

the succeeding Secretary at the end of his or her term.

Check the SBVA email account daily and the post office box weekly, and direct

communications to the appropriate board members.

Prepare correspondence for review by the Directors and obtain the signature of the President or Vice-President prior to distribution.

Meet with and explain duties and responsibilities to any newly elected or appointed Secretary.

Prepare an outline, highlighting the events of the year (per the minutes) for the outgoing

President's Annual Letter.

Manage the production and distribution of the President's letter.

Mange the production and distribution of the annual Member Donation appeal. Send a

contemporaneous written acknowledgement to donors who donate more than $250, or such

future amount as may legally require a written acknowledgement .

General Responsibilities of the Treasurer

Pay bills, procure goods and services approved by the Board or by the Membership, and

maintain financial records of the Association.

Present a monthly financial report including member donations received at each regular meeting.

Review and submit annually required Federal and State tax filings to the President for their

signature.

Section 5: General Responsibilities of the Publicist

Post public notices, agendas of regular and special meetings, and SBVA minutes on the Village

Association's Bulletin Board.

Place notices in local media, announcing monthly meetings.

Maintain and update the SBVA website.

Pick up at the Stinson Beach market refreshments for all meetings.

Promote membership.

Chair the Ad Hoc Membership Committee.

General Responsibilities of the Representative to the Community Center Board of Directors

Report on what is on the current agenda for the Community Center and effectively report to what

is on the agenda for the SBVA at meetings of the SBCC board.

General Responsibilities of the Member-At-Large

Act as the spokesperson for the members and report this information to the board.

Consider how policy and procedural votes directly affect the members, make recommendations

to the board, and vote on issues according to his or her judgment of the consensus among the

members.

Keep current with and report on events and issues of interest within the Village.

ARTICLE VIII

Policies

Section 1: Conflict of Interest

Although not public officials, directors with a financial interest in the outcome of an

issue/matter/application before the SBVA should refrain from speaking as a director or voting as

a director concerning that issue/matter/application. All directors shall sign a Conflict of Interest

Statement upon their election at the Annual Meeting.

Section 2: Document Retention

The SBVA shall adopt a Document Retention Policy as required by federal law.

Section 3: Whistle Blower Protection

The SBVA shall adopt a Whistle Blower Protection Policy as required by federal law.