PURPOSE, MISSION and POLICY

A. The PURPOSE ofthe GEPENC is to participate as an advisory body on issues of concern to the people represented by our neighborhood council and in the governance ofthe City of Los Angeles. This purpose is meant to be educational concerning local government and charitable as support for local community needs.

B. The MISSION ofthis council is:

(I) To listen, respect, prioritize, and take action regarding the issues ofthe people ofthe Greater Echo Park Elysian neighborhoods, specifically,

(2) To provide an inclusive open forum for public discussion of issues concerning City governance, the needs ofthe neighborhoods served by this council, the delivery of City services to these neighborhoods, and on matters of a Citywide nature, and

(3) To advise the City ofLos Angeles on issues concerning City governance, the needs of this neighborhoods served by this council, the delivery of City services to this neighborhood council area, and on matters of a citywide nature.

(4) To promote Stakeholder participation in local government and decision-making processes and to promote greater awareness and utilization of government services available to Stakeholders.

(5) To educate and empower Stakeholders in the discovery and creation of opportunities to make the neighborhoods better places to live, work, invest, and play.

C. The POLICY ofthis neighborhood council shall be:

(l) To respect the dignity and expression of viewpoints of all individuals, groups, and organizations involved in this neighborhood council,

(2) To remain non-partisan and inclusive in our operations including, but not limited to, the election process for governing body and committee members.

(3) To utilize the Early Notification System to inform our neighborhood council ofmatters involving the City of Los Angeles (and our community) in a way that is tailored to provide opportunities for involvement in the decision-making process.

(4) To encourage all Community Stakeholders to participate in all activities ofthis neighborhood council.

(5) To prohibit discrimination against any individual or group, our operations, because of race, religion, color, creed, national origin, ancestry, language or literacy, sex, sexual orientation, age, disability, marital status, income, or political affiliation.

(6) To have fair, open, and transparent procedures for the conduct of our neighborhood council business.

(7) To provide equal opportunity for all community Stakeholders to represent their neighbors on the governance Board ofthis Neighborhood Council, and to participate in Council meetings and activities.

(8) GEPENC shall respect the autonomy of all individuals, groups, and organizations within the community:

1. Not to interfere with the internal affairs ofany group or organization.
2. Not to restrict any individual, group, or organization from speaking out on any side of any issue on which the individual, group, or organization wants to be heard.
3. Not to represent any political parties or candidates.

(9) The areas ofthis Council are demographically diverse. Many residents speak Spanish and other languages as their primary or sole language. GEPENC will translate and publish all official documents, including by-laws, meeting notices, flyers, and Rules in English and Spanish. Best efforts will be made to communicate and reach out to other Stakeholders in any other languages requested, as resources are available

ARTICLE III

MEMBERSHIP/COMMUNITY STAKEHOLDER

MEMBERSHIP in this Neighborhood Council is open to all COMMUNITY STAKEHOLDERS or STAKEHOLDERS, as defined above. AH STAKEHOLDERS shall be eligible to vote in elections for the Board. Any Member may run for the Board ofthe Council, however, should a Stakeholder under the age of 18 wish to run for any office on the Council, he/she must submit written parental or guardian consent or legal proofofstatus as an emancipatedminor beforerunning for office. Additionally, any boardmember under the age of 18 years will not participate in any decision-making activities related to entering into contracts or expenditure offunds for the NC. In these cases, the board member who is under the age of 18 will abstain from voting in order to prevent violating state law (which prevents minors from entering into contracts).

ARTICLE V

NEIGHBORHOOD COUNCIL BOUNDARY AREA

The GEPENC includes a geographic area that has a minimum of 20,000 residents.

The boundaries are described as follows: (See, Attached Map)

I. North: The Apex of the Glendale (2) Freeway and the Golden State (5) Freeway.

2. East: The Eastern Boundary is the 5 Freeway and the joining ofthe 110 Freeway around the shared public Elysian Park and Dodger Stadium, excluding the residents and streets of the Solano Neighborhood, East of the 110 Freeway, and following the 110 Freeway South around Dodger Stadium Gust SE of Stadium Way) to Elysian Park Avenue West to Sunset Boulevard and Southeast on Sunset to Beaudry Avenue.

3. South: Third St. along both sides of Benton Way, then east on both sides ofCarondolet St. ^l, then north to Beverly Bl. and First St. to Beaudry Avenue.

4. West: Third St at Benton Way, North to the Hollywood (101) Freeway, east to the property line between Coronado Terrace and Waterloo Street, proceeding North to Mayberry, (Mayberry Elementary School is shared with Silver Lake), West on Mayberry to Coronado Street, and North to Berkeley, East on Berkeley to the property line between Coronado and Waterloo Streets to Effie and up to top of steps on Effie, North to Clifford, east to Glendale Blvd. and North through the LaSorda Field of Dreams (shared with Silver Lake) to the Glendale (2) Freeway.

ARTICLE VI
BOARD OF GOVERNORS

There shall be an odd number of Community Stakeholders on the Board of Governors. This number will be no less than nineteen and no more than thirty-three. The number of Board members elected from each District will depend upon the number nominated and willing to participate.

A. Standing Rules: (Procedures) The Board will make Rules based upon firm principles of urban democracy. These principles are two:

I. That, equal opportunity to be represented is extended to all ethnicities, and types of Stakeholders, and

2. That, there be one geographic representative for each 2500 to 5000 people residing in the community.

The marmer in which members of committees, subcommittees, and/or ad hoc committees shall be elected, selected, or appointed will be determined by the Board and published in the Rules ("Rules"). The Rules will also include District Maps, showing District boundaries and sub-areas of the community that may elect a variable number of representatives. The actual number of District representatives to be elected will depend upon, population and participation. However, there will be a minimum of two if there is a marked population increase within a given district, the Board will review the information and add additional representation, as needed. There may also be particular rules for conduct of meetings, and the change of specific address in the same area of the City. This Council's published rules will take precedence over Canon's rules, which shall be consulted for motions in the absence of specific Council rules. Robert's rules may also be consulted at the discretion ofthe chair.

B. Types of Board Members:

I. Officers and Duties: There will be five Officers.

President:

First Vice President:

__________________________________

I A house on the corner of second and Benton is part ofthe Benton Way group and also is a major Arts and Crafts bungalow, which is paIt of the Echo Park Historical Society. (TG page 634)

The Treasurer:

The Chiefluformation Officer (CIO) is the Second Vice President:

1. District Representatives: The number of representatives per District, the District mapping boundaries, and the District demographics will be reviewed armually by the Executive Committee as described in the Meeting Section of these bylaws. These District Reps are elected by District, such as Angeleno Heights. In order to vote for a District representative, one must be a Stakeholder of the specific district. The number ofrepresentatives will be guided by consulting demographics, principles, and participation. There shall never be less than one, nor more than two representatives per 5,000 people. The number ofDistrict representatives will be between 9 and 19 for the whole Council and from two to five per district. The number of representatives allotted by District will be recorded in the Rules and reviewed by the Executive Committee annually. At this time, our GEPENC District Representatives positions consist of District 1 three; District 2 three; District 3 three; District 4 -three; District 5 -five.
2. "At Large:" At the first general board meeting occurring after an Annual Election, the Board will invite all Stakeholders to attend. At this meeting, the Board including District Representatives and Executive Board Members may elect from five to nine additional Board Members (up to 40% of total) to remedy any lack of diversity of Stakeholder skills or representation of types of groups.
3. Alternates: For each District, the representatives with the most votes, by District, are the primary District representatives to the Board. The next batches ofvote getters, by District, individually become the Alternates. There will be only one alternate for each District representative. The Alternates will serve on committees and attend meetings when the primary representative carmot; however we strongly recommend that all elected Alternates attend all General Board Meetings, even when the District Representative is present. All alternates must be kept track ofby the Secretary to the Board. All alternates when seated have the same voting rights as a District Representative.

C. Officers: The Board shall include officer positions entitled Chair or President, Vice-Chair or First Vice President, ChiefInformation Officer or Second Vice President and Treasurer. These positions shall be filled at the armual voting meeting. Additionally, there shall be a position known as "Secretary to the Board of Governors or "Secretary. The Board shall select or appoint someone for this position, which will entail keeping the minutes of the Board meetings, and any other duties prescribed by the Board. Additionally the Secretary will ensure that all votes are accurately counted and recorded. The Secretary will maintain a system to track qualified alternates for the Board. An Alternate Secretary to the Board of Governors may also be selected or appointed by the Board of Governors to serve as an alternate secretary in the absence ofthe primary Secretary to the Board of Governors or to take minutes at committee meetings, as needed. The Secretary and Alternative Secretary may be removed and replaced by Rules established by the Board. The number ofvoting Board Members shall remain an odd number.

D. Officers and Dnties:

President: The President is responsible for the orderly conduct of meetings, particularly to conduct a fair and democratic forum. The President represents and speaks for the Greater Echo Park Elysian Neighborhood CounciL

First Vice President: The Vice Chair is the first alternate for the President. In addition, this individual shall coordinate activities or committees assigned by the President or the Board. Specifically the First Vice President will monitor issues and opportunities presented electronically, or otherwise, by any branch ofgovernment that affect the neighborhoods of GEPENC. Should there be a need for corporate Secretary the First Vice President shall occupy that position.

The Treasurer: This Officer must be familiar with computerized accounting in a non-profit environment. The treasurer will submit to DONE all accounting information once or twice during each fiscal year as DONE mandates. This position will work with the CIa to ensure web access to a readonly-copy ofthe books of record. This position will work with a CPA to set up and monitor the Chart ofAccounts for the Council and to prepare and audit statements and returns for GEPENC as well as any other specific forms and reports mandated by the City of LA from time to time.

The Chief Information Officer (CIO) is the Second Vice President: This Officer is responsible for managing the flow of information into or out of the organization to fulfill its mission. This Officer will utilize knowledge of secure data transfer and will set up proper access to appropriate GEPENC Council files. In addition, the CIa will coordinate with the City ofLos Angeles to make the best use of the Early Notification System, and with other systems of public and private agencies that affect the quality of life in the GEPENC neighborhoods and become accessible. Finally, the CIa will coordinate information flow with other councils.

E. Vacancies: Any Director may resign effective upon giving written notice to the President, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective, and serve as a Board Member, only, until the next regularly scheduled election. Ifall Board positions are not filled after the Armual General Election or are vacated due to resignation or removal for cause, a vacancy on the Board of Governors shall be filled by the following procedure: A vacancy on the Board of Governors shall be filled by the following procedure:

1. Any Stakeholder(s) interested in filling a vacant seat on the Board shall submit a Vacancy Application Form to the Election Committee.
2. The Election Committee will then verifY all information and validate the application. They will then ensure that the matter is placed on the agenda in a timely manner.
3. If only one Stakeholder has made application for a vacant seat, then a vote ofthe Board shall be taken and the applicant installed by majority vote ofthe Board. Ifmore than one Stakeholder has made application for an empty seat, then an open and fair vote shall be taken at the next regular meeting by all Stakeholders present. The vote shall be presided over by the Board. There shall be only one vote per Stakeholder. The highest vote getter shall become the next Board Member. A second vote will only be held if there is an exact tie in the number of votes for two or more potential Board Members. There shall be no proxy votes.

When a vacant seat is filled by the aforementioned process, that seat shall be filled only until the next general election is held to fill all seats on the Board of Governors. In no event shall a vacant seat be filled where the election to fill all seats on the Board of Governors, at the Annual Election, is to be held within 120 days from the date the applicant (Stakeholder proposing to fill the vacancy) submits a Vacancy Application Form to the Election Committee.

F. Removal of Board Member: A procedure will be reviewed after City Attorney consultation at the annual "Self-Assessment Meeting" for the removal ofa Board Member. This procedure will become part of the Rules ofthe Conncil. Any procedure developed will require both reasonable cause in actions or failures to act by a Board Member according to these bylaws. Procedures for removal must also include the affirmative vote of at least 2/3 of 75 or more Stakeholders in attendance at a quarterly meeting, before removing a Board Member.

ARTICLE VII -STANDING COMMITTEES

There are four Standing Committees:

Executive Committee: The Executive Committee will act in situations ofurgency, with 24-hour notice, between regularly scheduled Board meetings. Notice will be consistent with the Ralph M. Brown Open Meetings Act. This Committee shall consist offour officers plus any additional VP's elected. The President will abstain as necessary to ensure there are an odd number of votes cast. The Executive Committee will maintain itself as less than a quorum ofthe Board. Should there be a hired Executive Director, this person shall be a non-voting member ofthis Committee. The President chairs the committee. This Committee will frarne the Agenda and the schedules of Board meetings and report any actions taken between meetings to the full Board. This committee may also function as a nominating committee for elections to the Board under procedures outlined in Article VIII ofthese bylaws. This is the Committee that links to the DONE²

Outreach and Membership Committee: The President shall chair this committee. This Committee shall be responsible for gathering and disseminating information important to the GEPENC Stakeholders. The committee is charged with:

1. Inspiring Stakeholders to reach out and make active as many new Stakeholders as possible; recording prospects for Board development on the Official form it provides and edits from time to time.
2. Publishing a GEPENC web site on the Internet.
3. Publishing a GEPENC newsletter within budgetary constraints.
4. Publishing the agendas provided by the President for all meetings ofthe neighborhood council;
5. Publicizing the GEPENC election process, especially in seeking candidates for elective and committee positions, and encouraging Stakeholders to hold such positions.
6. Operating e-mail and phone trees and finding qualified Stakeholders to reach out to the anchor tenants in the commnnity.
7. Reaching out for best practices and other information to similar groups in this or other cities.

Finance, Auditing and Fund Raising Committee: This committee will primarily work with the City of Los Angeles to establish neighborhood-spending priorities. It will contact other Neighborhoods, raise the money for non-profit filing, write grants, and continuously seek sources, other than the City itself, to raise funds and contributions in kind to improve the GEPENC neighborhoods. The committee will assist the Treasurer with accounting and bookkeeping. The treasurer and at least one other Board Member will be on this Committee.

Information Exchange Committee: This highly specialized committee will develop systems to gather information ofinterest to the GEPENC, including data from the City ofLos Angeles Early Notification System. The CIO will chair this Committee.

The Governing Board may establish additional standing and ad hoc committees as deemed necessary for the accomplishment of the purposes of the Council as described in Article II of the By-laws. The Board will also invite participation from and cooperate with "issue" or "neighborhood betterment organizations" in this area, which are aligned with our stated purposes.

2 Upon City certification, the initial structure connnittee will continue to work with DONE to develop specific election procedures. It will also operate as an election committee for the first election.

ARTICLE VIII
ELECTION OF THE BOARD OF GOVERNORS

A. General Elections Provisions

This Article explains the administration of the Greater Echo Park Elysian Neighborhood Council (GEPENC) Elections to the City Clerk and provides information regarding Stakeholder eligibility for votingandbeingselected orelectedtoaboardseat. Theprovision ofthisarticlesupersedesanyprior inconsistent provision in the bylaws.

The Governing Board to the extent possible, reflect the diversity of GEPENC Stakeholders. Accordingly, no single Stakeholder group shall comprise a majority of the GEPENC Governing body, unless extenuating circumstances are warranted and approved by the Board ofNeighborhood Commission (BONC).

B. Outreach: The Board of Governors shall direct that a system of outreach be instituted to find and obtain nominees for elections to the Board of Governors. The Board will implement such a system through the committee process. The purpose of this outreach is to put forth a reasonable effort to inform and give every Stakeholder desiring to participate on the Board of Governors an opportunity to become a Board member. To that end, a period of at least 60 days prior to any election shall be given to prospective Board members for purposes of soliciting Stakeholder support.

C. Length of Terms: Office and District Representative positions will serve for two-year terms, as will "At-Large" Board Members.

D. Term Limits: An individual may serve for a maximum of eight consecutive years.

E. Elections: The Neighborhood Council's election conducted by the City Clerk ever two (2) years in every even-numbered year in accordance with the rules and regulations promulgated by the City Clerk.

ARTICLE IX
MEETINGS

All "meetings", as defined by the Ralph M. Brown Act shall be noticed and conducted in accordance with the Act.

(1) Meetings ofthe Board of Governors shall be held at least quarterly on the 4th Tuesday of the Month or at such other time as the Board may determine and publish in the Rules.

(2) Meetings of the Board of Governors will initially take place at: the Echo Park Library, 1410 Temple Street. However, the location for meetings thereafter, may change from time to time. The new location(s) will be noted on the Rules ofthe GEPENC Neighborhood Council. The Rules will be developed and adopted by a majority ofthe Board present at the initial meeting and can be changed or modified by the Board per said Rules.

(3) Notification of all meetings shall include, at a minimum, posting on the Early Notification (ENS) System, posting at 5 public locations, and (5) other commonly frequented locations throughout the GEPENC Area, and in one or two local publications, such as the Hollywood Independent and the Echo Park Improvement Association newsletter tailored to reach the largest number of identifiable Stakeholders in the Area. Additionally notice will be sent via email at the Neighborhoods e-mail discussion group forum open to all at: EchoElysianNCForum@yahoogroups.com, or any web location as modified in the Rules.

(4) The Board shall take Official Action by consensus wherever possible and if not, majority vote ofthe total number Board members present. A majority vote on any matter on the Boards agenda cannot be made unless there is a quorum or majority of40% ofthe total number of Board Members, rounded to the nearest odd number ofthe Board members present. However, a quorum shall consist of no less than nine, nor more than 13 members. There shall be no proxy voting. The Secretary shall perform the necessary calculations.

(5) Other rules for the conduct and decorum ofthe Board meetings, including a procedure for removal of a Board Member, shall be established by the Board of Governors and reflected in the Rules.

(6) The Board may reconsider and amend its action on items listed on the agenda ifthat reconsideration takes place immediately following the original action or at the next regular meeting. The Board, on either ofthese two days, shall: (1) Make a Motion for Reconsideration and, ifapproved, (2) hear the matter and Take an Action. If the motion to reconsider an action is to be scheduled at the next meeting following the original action, then two items shall be placed on the agenda for that meeting: (1) A Motion for Reconsideration on the described matter and (2) a Proposed Action should the motion to reconsider be approved. A motion for reconsideration can only be made by a Board member who has previously voted on the prevailing side ofthe original action taken. Ifa motion for reconsideration is not made on the date the action was taken, then a Board member on the prevailing side ofthe action must submit a memorandum to the Secretary identifYing the matter to be reconsidered and a brief description ofthe reason(s) for requesting reconsideration at the next regular meeting. The aforesaid shall all be in compliance with the Brown Act.

(7) The Board will use Canon's Rules of Order to attempt consensus first. If consensus is not achieved, and where it has not adopted its own rules for conducting its meetings, it shall follow Robert's Rules of Order. The Rules ofthe Board of Governors that have been formally adopted and set forth in writing shall, unless contrary to State or federal law, take precedent where there is a conflict with either Canon's or Robert's Rules of Order. All committee meetings shall be governed by any written rules adopted by the Board of Governors for conduct of meetings, or by Canon's Rules of Order, where no Board Rules applies.

ARTICLE X
PRINCIPAL OFFICE

The initial principal office for GEPENC shall be: the DONE office at 305 East First Street, Los Angeles, CA 90012. The organization shall designate a registered office in the City of Los Angeles, California, which it may change from time to time by Board action recorded in its Rules. A bylaw amendment shall not be required to change its principal office. It shall maintain an office continuously in the City of Los Angeles.

ARTICLE XI
AMENDING BYLAWS

Amendments, changes, additions, or deletions to these Bylaws may be proposed by the Board or any Stakeholder(s) during the public comment period ofa regular meeting ofthe Board of Governors. A proposal to amend these bylaws must then be formalized in writing and lodged with the Secretary or person responsible for preparing the agenda for the next regular meeting. The proposed amendment will be placed on the agenda for public discussion at a subsequent regular meeting of the Board of Governors.

A recommendation for amendment or adjustment ofthese Bylaws must be made by a simple majority vote ofthe entire number ofthe Board of Governors (irrespective ofquorum). Thereafter, and within 14 days after a vote recommending adjustment or amendment to the Bylaws, a Notice of Proposed AdjustmentofBylawsshall besubmittedtothe Department ofNeighborhoodEmpowermentalong witha copy ofthe existing Bylaws for review and approval by the Department all in accordance with Article V

(3) ofthe Plan.

ARTICLE XII
FINANCIAL ACCOUNTABILITY

A. The Treasurer of this Council shall oversee and be charged with the full custody and control of all Council funds and assets. The Treasurer will establish an account or accounts for the deposit of Council funds in a federally insured (FDIC) bank or financial institution in the precise name ofthis Council, as certified by the City of Los Angeles. These funds shall remain liquid and readily available for use by the Council and shall not be used for high risk or speculative investments, but must conform to prudent standards of investment of public funds.

B. The Treasurer shall establish and oversee a system of bookkeeping and accounting for the Council that complies with Generally Accepted Accounting Principles and conforms to all applicable local, state, or federal laws. The Treasurer may request authorization from the other members of the Board of Governors to retain a financial professional to assist in creating a bookkeeping and annual accounting system. The Treasurer may also request the assistance of the Department ofNeighborhood Empowerment when implementing it. The Treasurer, however, shall be ultimately responsible for the maintenance of the system of bookkeeping and accounting and for the protection of all Council assets.

C. The Council's financial statements, books and accounts shall be open for inspection and copying by any member ofthe public upon a written request to the Board. The Board shall establish fair and open procedures to permit inspection within a reasonable time. Any copying of financial records will be performed by an established copy service and the charge for such a service will be billed to the person or entity requesting the copies.

D. The Treasurer shall make a report to the Board on the Council=s finances at every regular meeting of the Board.

E. The Treasurer shall be responsible for preparing or coordinating the preparation of a financial statement for the Department ofNeighborhood Empowerment, annually. The Treasurer shall also coordinate and cooperate with the Department ofNeighborhood Empowerment on establishing a process and/or a system by which the Council's finances and book of accounts can be reviewed by the Department ofNeighborhood Empowerment pursuant to the Plan for the Citywide System of Neighborhood Councils.

F. The Greater Echo Park Elysian Neighborhood Council agrees to comply with all financial accountability requirements as specified by City Ordinance 174006 and in the Plan and as stated in the City's Certification Application. The Greater Echo Park Elysian Neighborhood Council further agrees to comply with all financial requirements as prescribed by the Department of Neighborhood Empowerment.

ARTICLEXm
GRIEVANCE PROCEDURE

ETHICS

The Council, its representatives, and all Stakeholders will endeavor to conduct Council business in a professional and respectful marmer. The Council is committed to developing a system whereby pertinent information transmitted through the City's Early Notification System will be disseminated or made available to every Stakeholder in this Council, timely.

The Council, its representatives, and all Stakeholders will refrain from violating Board Rules and shall abide by the Plan and all City, County, State, and/or federal laws that apply.