Bylaws: Articles V to VII

Approved September 20, 2004

ARTICLE V - - OFFICERS

A. TITLE:

The officers of this Association shall be the President, the President-Elect, the Immediate-Past President, and the Secretary-Treasurer.

B. QUALIFICATIONS:

Only an active member in good standing of this Association shall be eligible to serve as an officer.

C. NOMINATION AND ELECTION:

The Nominating Committee shall present nominations for the offices of President Elect, Secretary-Treasurer, and number of directors needed to fill the vacant positions on the Board and Chairpersons of the Standing Committees of this Association.

These nominations shall be presented to the Secretary-Treasurer no later than sixty (60) days prior to the annual business meeting.

All voting for elected officials shall be by mail ballot. The Secretary-Treasurer shall send ballots containing the names of the nominees to the membership thirty (30) days prior to the Annual Business meeting.

The Secretary-Treasurer shall designate the order in which the names appear and whether they were nominated by petition or by the Nominating Committee. If there are no objections, the slate will be accepted unanimously.

E. TERM OF OFFICE:

The officers shall serve for a term of one (1) year, or until their successors are elected.

F. DUTIES:

1. President: It shall be the duty of the President to:

2. President-Elect: It shall be the duty of the President-Elect to:

a. assist in the duties of the President
b. Serve as a member of the Executive Committee
c. automatically succeed to the office of the President at the end of the President-Elect's term,
d. perform such other duties as may be provided for in these Bylaws and as usually appertain to the office of President-Elect.

3. Secretary/Treasurer: It shall be the duty of the Secretary/Treasurer to:

a. sign payable checks
b. Serve as Chairperson of the Finance Committee
c. Review the Executive Director’s financial reports
c. Authorize transfer of funds
d. Serve as a member of the Executive Committee
e. Oversee the financial transactions executed by the Executive Director
f. perform such other duties as may be provided for in these Bylaws and as usually appertain to the office of Secretary-Treasurer

4. Immediate-Past President: It shall be the duty of the Immediate-Past President to:

a. Chair the Nominating Committee
b. Serve as a member of the Executive Committee
c. perform such other duties as may be provided for in these Bylaws and as usually appertain to the office of Immediate-Past President.

ARTICLE VI - BOARD OF DIRECTORS

A. COMPOSITION:

1. The Board of Directors shall consist of ten (10) members: The four (4) officers of this organization (as defined in ARTICLE V, Section A) and six (6) duly-elected Directors. These ten (10) members shall constitute the voting membership of the Board.
2. The Officers of the Board of Directors shall be the officers of this organization.

B. QUALIFICATIONS:

A Director shall be an active member in good standing of this Association. Should the status of any Director change in regard to the preceding qualification during his/her term of office, that office shall be declared vacant and such vacancy shall be filled as hereinafter provided.

C. TERM OF OFFICE:

The term of office of a Director shall be two (2) years. The consecutive tenure of a Director shall be limited to eight (8) years.

D. POWERS AND DUTIES of the BOARD of DIRECTORS:

1. The Board of Directors shall be the managing body of the Association, vested with full power to conduct all business of the Association, subject to the laws of the State of California the Articles of Incorporation, and the Bylaws, including, but not limited to:

a. Establish rules and regulations not inconsistent with these Bylaws to govern its organization and procedure.

b. Exercise full discretion in effecting publication in, or omission from, any official publication of the Association, in whole or part.

c. Establish an Executive Committee composed of four members: The President, the President-Elect, the Immediate Past President, and the Secretary/Treasurer. This Committee shall have the power to act for the full Board of Directors in the interim between sessions of the Board, and it shall report such actions to the Board at its next meeting.

d. Employ an Executive Director.

e. Appoint consultants whenever necessary.

f. Nominate honorary members.

2. It shall be the duty of the Board of Directors to:

a. Provide for the maintenance and supervision of all of the real and personal property owned or operated by the Association.

b. Appoint a Newsletter and Website Editor of the Association. This/these individual(s) shall attend Board of Directors meetings as an advisor without the power to vote.

c. Determine the time and place for convening each annual business meeting of the Association and to provide for the management and general arrangements for such meetings.

d. Cause all accounts of this Association to be audited by an independent certified public accountant at least once a year.

e. Prepare a budget for carrying on the activities of this Association for each ensuing fiscal year.

f. Perform such other duties as may be prescribed by these Bylaws.

E. BOARD MEETINGS:

1. Regular Meetings: The Board of Directors shall hold a minimum of three regular meetings each year.

2. Special Meetings:

a. The Chair may call a special meeting of the Board at any time. The Chair shall call a special meeting at the request of five (5) voting members of the Board.

All special meetings shall require a minimum of five (5) days' notice to each member of the Board unless waived by unanimous consent.

The business of special meetings shall be limited to that stated in the official call unless waived by unanimous consent.

b. Special Meetings via Electronic Media: The members of the Board of Directors may participate in and act at a meeting of the Board of Directors called by the Chair on matters of the Association requiring immediate attention through the use of conferences via telephone and/or other communications equipment.

These meetings shall be recorded and made a part of the action of the Board of Directors.

3. Quorum: Five (5) of the voting members of the Board of Directors shall constitute a quorum.

F. MAIL VOTE:

Through the use of unanimous written consent, the Board of Directors or any committee of the Board of Directors may take any action for which it has authority without convening a meeting. The consent to the action taken must be in writing, must set forth the action so taken, and must be executed by each member of the Board of Directors or the committee taking the action.

ARTICLE VII – TERMINATION, RESIGNATION, VACANCY AND ABSENCE:

1. Any elected official may resign at any time by giving written notification to the President or the Secretary-Treasure of this Association. Such resignation shall take effect at the time specified therein, or immediately, if no time is specified.

The Board of Directors shall receive and pass upon resignation of officers and directors and shall fill such vacancies for the remainder of the term unless otherwise provided for in these bylaws.

2. Any Officer or Director may be removed from their duly elected position for cause by a 2/3 majority vote of the other members of the Board of Directors. The individual in question shall not be allowed to vote.

3. In the absence of the President, the office of Chair shall be filled by the President-Elect and, in his/her absence, a voting member of the Board shall be elected Chair pro tem. In the absence of the Secretary, the Chair shall appoint a Secretary pro-tem.

4. In the event the office of President becomes vacant, the President-Elect shall assume the office of President for the unexpired portion of the term as well as for the full term for which he/she would automatically assume according to these Bylaws.

5. A vacancy in the office of President-Elect or Secretary-Treasurer shall be filled by an appointment by the Board of Directors. The person so appointed shall only serve for the abbreviated term created by the vacancy. Thereafter, the office shall be filled by the nomination and election process described in Article VI.

Next: Bylaws, Articles VIII to XVI

Also see: Bylaws: Table of Contents