Revised July 10, 1997

ARTICLE I
NAME

Section 1.
The name of this organization is the Old Towne Preservation Association

ARTICLE II
PURPOSE AND GENERAL POWERS

Section 1.
The purpose of Old Towne Preservation Association is to preserve and enhance the unique
Old Towne area of the City of Orange, California through education, communication and
community involvement.
Section 2.
The Old Towne Preservation Association shall not be organized for profit, and no part of the
net income may be used for the benefit of any member or private individual.
Section 3.
The Old Towne Preservation Association shall operate in accordance with the Artic les of
Incorporation dated June16, 1987.

ARTICLE III
MEMBERSHIP

Section 1.
Annual Membership is open to any person who subscribes to the purpose of the Old Towne
Preservation Association and who remits dues during the fiscal year. Each member listed
shall have one vote at any membership meeting during the fiscal year for w hich such
payment was made.

Section 2.
Other types of membership may be established by the Board of Directors.

ARTICLE IV
BOARD OF DIRECTORS

Section 1.
Manner of Selection. The Board of Directors of the Association shall be elected at the Annual
Meeting .The Directors shall consist of the Officers of the Association, the Past President and
the Standing Committee Chairpersons. A nominating committee shall make a slate of
nominees for election to the Board of Directors. The slate of nominees will be presented to the
membership at the Annual Meeting.

Old Towne Preservation Association - Bylaws

Section 2
Election of Officers. At the conclusion of the Annual meeting, the directors shall meet to
elect the Officers of the Association for the ensuing year. Directors shall take office at the
next meeting of the Board

Section 3.
Qualifications. No person shall be elected or appointed unless that person is a voting
member.

Section 4.
Vacancies. Any vacancy occurring on the Board may be filled until the next election by
appointment by a majority vote of the remaining members of the Board.

Section 5.
Powers and Duties. The Board, as representatives of the general membership, shall have
full charge of the property, business and affairs of the Association, with full power and
authority to conduct same. It shall plan and direct the work necessary to carry out the aims
of the organization. The Board shall create and designate such special advisory positions and
committees as it may deem necessary. The Directors shall use their best efforts to carry out,
in good faith, the Purpose and General Powers of the Association.

Section 6.
Meetings. There shall be a minimum of six (6) meetings of the Board annually. The President
may call special meetings of the Board any time, or shall call a special meeting upon the
written request of five members of the Board. A majority of Board members shall constitute a
quorum.

ARTICLE V
OFFICERS

Section 1.
Enumeration and Tenure. The Officers of the Association shall be a President, an Executive
Vice-President, a Treasurer and a Recording Secretary. An officer may be re-elected for an
additional term or terms.

Section 2.
The President (a) shall preside at all meetings of the Association and of the Board; (b) may,
in the absence or disability of the Treasurer sign or endorse checks, drafts and notes; (c) shall
be ex-officio, a member of all committees, except the Nominating Committee; (d) shall have
the usual powers of supervision and management as may pertain to the office of the
President; and, (e) perform other duties as may be desig nated by the Board.

Section 3.
The Executive Vice president shall, in the absence of the President, possess all the powers
and perform all the duties of that office.

Section 4.
The Treasurer shall, (a) receive all monies collected; (b) be custodial of the monies and
deposit them in a bank designated by the Board, and disburse same only on order of the
Board; (c) present statements to the Board at the regular meetings; present an annual report
to the membership; and, (d) maintain all government records as required.

Section 5.
The Recording Secretary shall keep the minutes of the meeting of the Board, and the
Annual Business Meeting.

ARTICLE VI
ORGANIZATIONAL COMMITTEES

Section 1.
Manner of Selection. Organizational Committee Chairpersons shall be selected from the
Board of Directors. These Chairpersons shall appoint co-chairpersons and committee
members.

ARTICLE V
FINANCIAL ADMINISTRATION

Section 1.
Fiscal Year. The fiscal year shall be the calendar year.

Section 2.
Dues. Annu al membership dues shall be kept current. The amount of dues shall be
established by the Board.

Section 3.
Budget. The budget for the ensuing year shall be submitted by the Board at the Annual
Business Meeting, for adoption by the membership.

Section 4.
Budget Committee. A Budget Committee shall be appointed by the Board at least three
months prior to the Annual Meeting. The budget, as proposed by the Board, shall be
available at the Annual Meeting.

ARTICLE V
MEMBERSHIP MEETINGS

Section 1.
There shall be at least four (4) meetings of the general membership each year. Time and place
shall be determined by the Board.

Section 2.
Annual Business Meeting. An Annual Business Meeting shall be held in January and this
meeting shall:
a) Elect a Board of Directors.
b) Adopt an adequate budget,
c) Transact such other business as may properly come before it
Old Towne Preservation Association - Bylaws

Article IX
NOMINATIONS AND ELECTIONS

Section 1.
Nominating Committee. The Nominating Committee shall consist of three (3) members,
appointed by the Board, not later than September. The Chairperson and one member shall be
from the Board. One member shall be from the general membership.

Section 2.
Repor t of the Nominating Committee and Nomination from the floor. The report of the
Nominating Committee for nominations for ele ction to the Board of Directors shall be sent to
all voting members one month before the date of the Annual Meeting. The slate of nominees
shall be recommended to the membership. Immediately following the presentation of the
Nominating Committee, nominations may be made from the floor by any voting member,
providing the consent of the nominee has been secured in advance.

Section 3.
Elections. The election shall be by ballot. A majority vote by those present and qualified to
vote shall constitute an election. Absentee or proxy voting shall not be permitted. If there are
no nominations from the floor, a unanimous ballot is acceptable.

ARTICLE X
PARLIAMENTARY AUTHORITY

Section 1.

Parliamentary authority. The rules contained in Roberts Rules of Order Revised shall govern
the organization in all cases to which they are applicable and which are not inconsistent with
these Bylaws.

ARTICLE XI
AMENDMENTS

Section 1.
Revision or Amendment. Revision or amendment to these Bylaws shall be made by a
committee as appointed by the Board of Directors. Recommendations to revise or amend the
Bylaws shall be made by the Board of Directors, prior to submission to the membership.

Section 2.
These Bylaws may be amended by a two-thirds vote of the voting members present at any
membership meeting provided that the amendments were submitted to the membership at
least one month in advance of the meeting.
Submitted for Revision Bylaws Committee Jim Owens, Fred Gillett& Betty Murrill,
Chairperson