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December 1, 2005 
CLAIREMONT TOWN COUNCIL By-Laws 
 
ARTICLE I – NAME 

Section 1.1 Name: The name of this organization is the Clairemont Town Council, 
Inc., hereinafter referred to as “the Council.” 
ARTICLE II – PURPOSE AND OBJECTIVES 
Section 2.1 Purpose: The Council’s purpose is to promote the civic, commercial, 
educational and cultural activities, as well as the general welfare of the
community of Clairemont. 
Section 2.2 Objectives: The objectives of the Council are to provide a forum for 
discussion of community issues, take a stand on community issues as authorized by the 
membership, communicate community views to the appropriate organizations, and 
sponsor programs that benefit Clairemont. 
Section 2.3 Endorsements: The Council shall not endorse any candidate for public 
office. Prior to taking a position on any issue, the Council shall assure that each side of 
the issue is presented to the general membership. The meeting at which this 
presentation is made shall be given advance notification by mail to all members. The 
exception to the notification requirement is a situation in which immediate action is 
necessary and delayed action could be detrimental to Clairemont or the objectives of 
the Council. 
Section 2.4 Classification of Organization: The Council is organized as a non-profit 
social welfare organization with tax-exempt status, as classified by the Internal Revenue 
Service (IRS) in accordance with the Internal Revenue Code (IRC) Section 501(c)(4). 
ARTICLE III – MEMBERSHIP 
Section 3.1 Membership: Membership in the Council is open to: any individual who 
has attained the age of 18 who lives or works in Clairemont, or any business, residential 
association, or non-profit organization that conducts business in Clairemont, as 
specifically defined in the Clairemont Mesa Community Plan effective as of 1990 (see 
Figure 1). A membership that does not meet the above requirements may be allowed 
by approval of the Board. 
Section 3.2 Classes of Membership: A membership shall be individual, family, senior 
(60 years or older), commercial business, or non-profit as determined by the Board. 
Each class of membership is entitled to one vote per membership. 
The Board of Directors may confer honorary membership to those who have 
aided the objectives and policies of the Council. Honorary membership shall be for a 
period of one year. Honorary members shall not be required to pay dues. 
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Section 3.3 Dues: Dues shall normally be established by the membership at the 
November General Meeting and any change in the amount of dues shall take effect for 
the fiscal year beginning the next January 1. The amount of dues shall be 
recommended by the Board of Directors and must be approved by the membership by 
the majority of the membership at a General meeting. 
New members joining during the year shall be required to pay dues upon joining 
the Council. The date of membership shall be the date listed on the membership 
application, if dues have been paid in full on that date. Said dues shall be effective for 
the ensuing one-year period. Dues are due on the anniversary date of the membership, 
but members shall be allowed a period of time, not to exceed three months, to pay their 
dues and maintain their membership. This three-month period shall be a grace period 
for the payment of dues and the member shall be considered to be a paid-up member in 
good standing and allowed to exercise all regular membership privileges. When dues 
are paid within this three-month period, the original anniversary date shall be 
maintained. If dues are not paid within this three-month period, membership is 
terminated and the member must relinquish any position held in the name of the 
Council. 
The Board of Directors shall, at its discretion, waive the dues for any membership 
when it deems appropriate, on an annual basis. 
Section 3.4 Other Membership Requirements: No member shall have the authority 
to commit the Council to any indebtedness or to raise funds in the name of the Council 
without approval of the Board. No member shall have the authority to speak for or 
represent the Council without approval of the Board. 
ARTICLE IV – OFFICERS AND DIRECTORS 
Section 4.1 Officers: The Officers of the Council shall be President, Vice-President, 
Treasurer, Secretary, and Sergeant-at-Arms, and they shall be responsible for 
executing decisions made by the membership. 
Section 4.2 Duties of Officers: 
Section 4.2.1 President: The President shall function as the presiding official of the 
Council and exercise supervision of the affairs of the Council subject to the approval of 
the membership, shall serve as the official representative of the Council, and shall be 
Editor-in-Chief of the newsletter. 
It shall be the duty of the President to plan and pursue policies that will promote 
the welfare of the Council, to implement directives authorized by the membership, and 
to keep the Board and the membership fully advised of his or her activities. 
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The President, with the aid of the Vice-President and the Board of Directors, shall 
develop topics, contact speakers, and prepare the agendas for the General and Board 
meetings. 
The President shall ensure that minutes are taken for all General and Board 
meetings. 
The President shall appoint all committee chairpersons, who shall preferably be 
existing Board members, subject to the approval of the Board. 
In July or August, the current president shall appoint a Nominating and Election 
Committee of four (4) members who are not seeking office. 
In November, the current president shall appoint an Audit Committee of three (3) 
members, subject to the approval of the Board. 
In November, the current president shall appoint a Budget Committee composed 
of the Treasurer and four (4) other members. 
The President shall co-sign checks only for amounts over five hundred dollars 
($500), and sign contracts after appropriate Board or membership approval. 
The President shall be an ex-officio member of all committees with the exception 
of the Nominating and Election Committee. 
The President shall be designated as the agent for service of process and shall 
sign all governmental, informational, or other such forms, as required. 
Section 4.2.2 Vice-President: The Vice-President shall preside if the President is 
unable to perform his or her duties, and shall have such other duties as directed by the 
President. 
The Vice-President shall assist the President in developing topics, obtaining 
speakers and preparing agendas for the General meetings. 
The Vice-President shall act as the Parliamentarian and Chairperson of the 
Bylaws Committee. 
The Vice-President may co-sign checks or contracts in the event that the 
President is unable to sign. 
Section 4.2.3 Secretary: The Secretary shall keep accurate minutes of all General 
meetings and Board meetings. The Secretary shall record the presence of a quorum. 
When a motion is made to take a position on an issue, the Secretary shall accurately 
record the wording of the motion, the identity of the persons making and seconding the 
motion, and the counts of votes in favor and opposed. The Secretary shall have on 
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hand at all General meetings and Board meetings, all minutes of the past twelve months 
and all lists of committees and committee members. 
Section 4.2.4 Treasurer: The Treasurer shall receive and disburse all funds of the 
Council as directed by the membership. 
The Treasurer shall maintain accurate records of all receipts and disbursements 
of the Council, and provide a financial report at the General and Board meetings, as 
well as assist in the annual audit. 
The Treasurer shall deposit all monies in a bank designated by the membership 
and co-sign all checks signed by the President or Vice-President, for payment of 
approved incurred obligations on behalf of the Council. 
The Treasurer shall complete, and upon approval from the Board, file all 
required governmental forms. 
Section 4.2.5 Sergeant-at-Arms: The Sergeant-at-Arms shall assist in preserving 
order as the President may direct. The Sergeant-at-Arms shall ensure that a meeting 
room is available for the General meetings and the Board meetings. Additionally, the 
Sergeant-at-Arms shall handle physical arrangements and ensure that furnishings are in 
proper order for each meeting. In the absence of the President and Vice-President, the 
Sergeant-at-Arms shall be the presiding officer. 
Section 4.3 Board of Directors: The Board members of the Council shall consist of 
the five (5) Officers; five (5) District Directors, one from each district of Clairemont, as 
provided for by the attached map, Figure 1; and five (5) Directors-at-Large. 
The Board of Directors shall serve as volunteers, as defined in the California 
Corporations Code Section 5239(b), and shall have general supervision of the affairs of 
the Council between the General meetings, and perform duties prescribed in the 
parliamentary authority as outlined in these Bylaws and as adopted by the Council. 
A Board member may be assigned to chair a committee, at the option of the 
President, and shall assume jurisdiction of the activities of said committee. The 
chairperson of the committee shall perform the tasks specified in the Article on 
Committees. 
Board members shall maintain Council-related files pertaining to the activities of 
their office. All such files shall be given to their successors before the first meeting of 
the new Board of Directors, whenever possible, but no later than the second meeting. 
Section 4.3.1 Term of Office: Each Board member shall be elected to serve for a one(1) year
term beginning at the January General meeting. 

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No Board member shall hold the same office for more than two consecutive terms unless a
special waiver is approved by the general membership. In filling vacancies for un-expired 
terms, a Board member who has served more than half a term in an office is considered to 
have served a full term. 
 
Section 4.3.2 Vacancies on the Board of Directors: A vacancy may occur by death, resignation,
or removal by the Board. 
In the event of a vacancy in the office of the President, the Vice-President shall 
assume the office of the President for the remainder of the Council year. All other 
vacancies shall be filled by appointment as recommended by the Board of Directors and 
approved by the general membership. 
The Board may grant a Board member a limited leave of absence, not to exceed 
two (2) months. 
Section 4.3.3 Board Conduct and Disciplinary Procedures: None of the Board of 
Directors’ actions shall conflict with action authorized by the membership. An active 
Board member may not use the name or authority of the Board or the Council for any 
personal or political advantage. 
No Board member shall have the authority to commit the Council to any 
indebtedness or raise funds in the name of the Council without approval of the 
membership. Any violation of the foregoing shall subject the Board member to 
disciplinary action that could include expulsion from the Board. 
Board members shall conduct themselves in a manner that respects the integrity 
of the Board, its processes, and all participants, including Board members and general 
members. Board members shall recognize the equal role/responsibility of all Board 
members. Board members shall be willing to work with the group in making decisions 
and recognize that compromise may be necessary. 
A Board member who officially declares himself or herself as a candidate for any 
official, elected governmental position must resign from office, and cannot represent the 
Council in any official capacity. The exception to this is an Immediate Past President 
may retain the title of Immediate Past President, but may not represent the Council in 
any official capacity. 
A person who is elected to any official governmental position shall not be allowed 
to be a Board member. 
A candidate who did not win an official governmental position may apply to be a 
Board member once the Registrar of Voters or appropriate governing body certifies the 
final vote. 
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Board members shall attend and participate in Board, General and committee
meetings, and shall be prepared to perform all Board and committee assignments.
During General meetings, Board members shall deliver Board/committee reports from
the Board table. Board members shall not express personal opinions or positions from
the Board table, but may do so as part of the public comment. Board members shall
notify the President prior to any meeting of their intended absence. 
The Board shall have the authority to remove a Board member if: 
a) the Board member has more than two (2) absences from Board meetings, or 
b) the Board member has more than two (2) absences from General meetings, or 
c) the Board determines that the Board member has violated the power
bestowed upon him or her, vacated his or her position, or neglected his or her
required duties. 
The Board shall call the fact to the Board member’s attention with the request
that the member reconsider his or her ability to continue as a Board Member. 
The removal of a Board member, for other than attendance, requires the votes of
two-thirds (2/3) of the Board members present, but only after the Board member has
had due notice ten days prior to the meeting and has had an opportunity to be heard
upon the question of removal. 
Section 4.4 Other Directors: The Council shall have two other types of Directors
whose position(s) shall be non-voting and shall not count for purposes of a quorum.
The positions shall be: 1) the Immediate Past President, who may also hold another,
voting, position on the Board. 2) Public Directors, who may consist of representatives of
the San Diego Police Department, San Diego libraries, City of San Diego Parks and
Recreation, Clairemont/Bay Park Chamber of Commerce, Clairemont Mesa Planning
Committee, the Clairemont Service Center, and the San Diego Unified School District. 
ARTICLE V -COMMITTEES 
Section 5.1 Standing Committees: Standing committees of one or more members
(unless otherwise specified) shall pursue outreach activities, work on ongoing projects
or goals that benefit the community, and make reports at the General and Board
meetings. 
These committees shall consist of: 
Bylaws Committee -Responsible for the annual review of the Bylaws and the
development of all proposed amendments to the Bylaws presented at General
meetings. 
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Education Committee -Responsible for keeping the general membership aware
of programs, events and issues pertaining to Clairemont schools through monthly
input to the newsletter. 
Environment and Beautification Committee – Responsible for overseeing
coordination of the annual Clairemont Beautification Awards. 
Membership Committee -Responsible for maintaining membership records and
overseeing membership recruitment. 
Newsletter Committee -Responsible for gathering local community information,
compiling, editing, mailing, and distributing the monthly newsletter of the
Clairemont Town Council. The Newsletter Committee chairperson shall be the
Managing Editor of the newsletter, be responsible for publishing the newsletter,
and for informing the President, who is the Editor-in-Chief, of everything that will
be contained in the newsletter prior to the printing and mailing of the newsletter. 
Parks and Public Facilities Committee -Responsible for keeping the general
membership aware of programs, events and issues pertaining to Clairemont
parks and branch libraries through monthly input to the newsletter. 
Planning and Zoning Committee -Responsible for serving as liaison with the
Clairemont Mesa Planning Committee, and keeping the general membership
aware of planning and zoning issues through monthly input to the newsletter. 
Public Safety Committee -Responsible for keeping the general membership
aware of issues concerning public safety, security, traffic, and serving as liaison
to the Police Department. 
Publicity Committee -Responsible for publicizing Council monthly meetings
and events in the greater San Diego community. 
Web Site Committee – Responsible for updating and maintaining the website,
ensuring past council events are removed and future events posted in a timely
manner. 
Other standing committees may be established as deemed necessary by the
membership or the Board. 
All standing committee meetings shall be open to any interested persons. 
Section 5.2 Special Committees: The President or Board may establish special (ad
hoc) committees. These committees shall work on special projects or goals until
completion. Special committees shall give reasonable opportunity for all interested 
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individuals to be heard, specifically persons who may be directly affected by the issues
under consideration. These committees shall prepare recommendations to the Board. 
All special committee meetings shall be open to any interested persons. 
ARTICLE VI -MEETINGS 
Section 6.1 Board of Directors Meetings: The Board of Directors shall hold monthly
meetings to prepare an agenda for the General meeting and to conduct such other
business as may arise. The Board of Directors shall set the time and place of the
meetings for the new year. A "dark month" may be established with the approval of the
Board. 
Section 6.1.1 Quorum for Board of Directors Meetings: A quorum for the
transaction of business shall be seven (7) Board members, at least two (2) of whom
shall be Officers. 
Section 6.1.2 Voting at Board of Directors Meetings: Each of the Board members
shall have one vote. There shall be no proxy, telephonic, or cumulative voting. 
Section 6.1.3 Special Board of Directors Meetings: Special meetings may be called
by the President or by a written request of any five (5) members of the Board or general
membership. The request must state the purpose of the meeting. Only that business
described in the request shall be transacted at the meeting. 
Each Board member must be notified, at his or her address or phone number of
record, in person, or by telephone, or mail/e-mail at least four (4) days in advance of the
special meeting, advising the date, time, and place of the meeting, the purpose of the
meeting, and who requested the meeting. The notice requirements may be waived if all
Board members consent to the waiver prior to the special meeting. 
The occurrence of a special meeting shall be fully reported to the general
membership at the next General meeting. 
Section 6.2 General Meetings: The Council shall hold monthly meetings of the
general membership. The day of the General meeting shall be on the first Thursday of
each month, unless rescheduled by the Board due to a conflict. In such case, advance
notice shall be given to the general membership. A "dark month" may be established
with the approval of the Board. 
Section 6.2.1 Quorum for General Meetings: A quorum for the transaction of
business shall be five (5) Board members (at least two (2) of whom shall be Officers)
and ten (10) members who do not hold Board member positions, for a total of fifteen 
15) votes.
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Section 6.2.2 Voting at General Meetings: Each currently paid-up member shall be
entitled to one vote per membership classification on any issue to come before the
meeting. There shall be no proxy, telephonic, or cumulative voting. 
Section 6.2.3 Agenda for General Meetings: The Council shall conduct such business as 
scheduled, receive reports from committees and other representatives, and shall hear 
from any member of the Council or the public who wishes to bring new business to the
 meeting. In the interest of time, the Board may, at its discretion, reschedule items 
brought before the membership to be heard at a later meeting to ensure that all 
participants may be heard. 
ARTICLE VII – FINANCE 
Section 7.1 Fiscal Year: The Fiscal Year shall be from January 1st to December 31st. 
Section 7.2 Budget Committee: The Budget Committee shall prepare a budget for
the fiscal year beginning January 1st, and submit it to the Board for review, discussion
and approval. 
The Budget Committee shall then present the Board-approved budget to the
membership at its January General meeting for review, discussion and approval.
Approval of the annual budget shall be considered as membership approval of the
budget line items. In addition, the Board is authorized to spend, without membership
approval, up to one hundred dollars ($100) between any two General meetings for
unexpected and unbudgeted expenses. All such expenditures shall be reported at the
next General meeting. 
The Board may, as needed, submit amendments to the budget for the current
fiscal year that may be adopted by a majority vote of the membership at a duly noticed
General meeting. 
Section 7.2.1 Grant Applications: The Board shall budget each year for funds to be
distributed as donations, awards and grants to worthy applicants to provide recognition
and support for activities that further the goals of the Council and of the Clairemont
community. The Board shall publish the Council’s Grant Application Policy on the
Council’s web site, and make it otherwise available to all interested persons. 
Section 7.3 Audit Committee: The Audit Committee shall prepare an annual report of
the Treasurer’s records and an inventory of the property of the organization. Such
report shall reflect the assets and liabilities at the end of the fiscal year, as well as the
income and expenses generated during the year. The Audit Committee shall present
the annual audit report to members at the February General meeting. 
Section 7.4 Insurance: The President, Vice-President, and Treasurer shall be bonded
when the assets of the Council exceed five thousand dollars ($5,000) in value. 
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The Council may authorize the Board of Directors to purchase insurance (e.g.,
liability) in order to meet its obligations under the terms and provisions of this Article. 
ARTICLE VIII -NOMINATIONS AND ELECTIONS 
Section 8.1 Nominations: Nominations shall open at the July or August General
meeting and the Nominating and Election Committee shall solicit candidates during the
months of July, August, and September. The Nominating and Election Committee shall
compile a list of all nominees, together with their qualifications, for the elective offices of
the Council. The Nominating and Election Committee shall submit this information to
the general membership at the General meeting in October. 
Nominations may be made from the floor at the October General meeting without
the necessity of motion or vote. No further nominations shall be accepted after the
October General meeting. All nominees must give their consent to nomination,
whereupon the nominations shall be closed. Each candidate shall be encouraged to
present the membership with a Statement of Candidacy, which shall follow the
guidelines set up by the Nominating and Election Committee as to the content and
length. 
Section 8.2 Eligibility for Office: No person shall be a candidate or elected to office
unless he or she has been a member in good standing for the previous three (3)
months. Candidates must be 18 years of age or older. A person may be a candidate
for more than one office; however, a person may be elected to only one office. 
Section 8.3 Election Voting: The Nominating and Election Committee shall prepare
the ballots, certified by the President or the Vice-President, and mail them to all
members in good standing no later than ten (10) days after the October General
meeting. For the purpose of this mailing, the membership roster as of the date of the
October General meeting shall be used, and this mailing is to be certified by the
Secretary and the Membership Committee chairperson. 
All ballots must be received or postmarked no later than ten (10) days after the
November General meeting; at such time the voting shall close. 
The votes shall be tabulated by at least three (3) members of the Nominating and
Election Committee at least five (5) days prior to the December General meeting, and
the results reported at the December General meeting. 
The Nominating and Election Committee shall count only those votes that are
properly completed and submitted in accordance with instructions contained thereon.
Votes for write-in candidates shall not be counted. 
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Voting shall be by ballot only, and plurality vote shall constitute an election to an
office. In the event a person receives the largest number of votes for more than one
office, he or she shall be elected to the senior office (according to the following ranking)
and the person with the next largest number of votes for the other office(s) shall be
elected to the remaining office(s). Seniority of offices for election purposes shall be:
President, Vice-President, Secretary, Treasurer, Sergeant-at-Arms, District Directors,
Directors-at-Large. 
The five (5) District Directors shall be elected by their respective district
membership. The five (5) Directors-at-Large shall be elected by the full general
membership. The Nominating and Election Committee shall make every effort to
ensure that votes for District Directors are cast by members residing in the same district
as the candidate receiving the vote. 
Any tie shall be decided by a vote of the general membership at the December
General meeting. Installation of the Board shall take place as the first order of business
at the January General meeting. Any positions not filled by the election process shall
be appointed as provided in the Article on Officers and Directors. 
ARTICLE IX – PARLIAMENTARY AUTHORITY 
Section 9.1 Robert’s Rules of Order Newly Revised (10th Edition) shall govern the
proceedings of all meetings of the Council when consistent with the provisions of the
Council's Bylaws. 
ARTICLE X – AMENDMENT OF BYLAWS 
Section 10.1 These Bylaws may be amended by a two-thirds (2/3) vote of the
members at a General meeting, provided that the proposed amendment(s) was (were)
submitted to the Council at the previous General meeting and the general membership
was notified by mail of the proposed amendment(s). Amendments shall become part of
the Bylaws immediately upon adoption, and become effective immediately unless the
amendment contains a provision for specifying another time. 
ARTICLE XI – DISSOLUTION OF COUNCIL 
Section 11.1 Upon dissolution of the Council, its assets shall be disbursed in a manner
to be determined by the membership. This shall be consistent with the objectives and
policies of the Council. 
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