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| CUMMINGS VALLEY PROTECTIVE ASSOCIATION BY-LAWS | ||
| Art. IV Membership see also Membership Art. V Officers Art. VI Board of Directors Art. VII Meetings see also Activities/Meetings Art. VIII Voting Art. IX Amendments |
ARTICLE I.
The name of this organization shall be Cummings Valley Protective
Association.Name ARTICLE II.
Section 1. PurposeThe purpose of the Association is to increase the awareness and appreciation of the natural attributes of the area, to preserve Cummings Valley as an area of agricultural and natural beauty, and to prevent development of higher density residential or commercial use other than those allowed by a current Kern County General Plan or adopted specific plan. The Association shall be a Not For Profit Corporation. Section 2. Object The Association will develop educational programs related to the flora, fauna and history of the area. These programs will be offered to interested parties in the form of lectures, field excursions and newsletters. The Association will become involved in County planning activities relating to the Cummings Valley area, and will monitor notices of zoning change proposals for the area. The Association will appear at hearings before the Kern County Board of Supervisors where matters affecting the Cummings Valley are to be considered, and will give testimony in support of the purpose of the Association. ARTICLE III.
The properties and assets of this Not for Profit Corporation are
irrevocably dedicated to fulfillment of the Corporate Purposes of this
corporation as set forth in Article II hereof. No part of the
net earnings, properties, or assets of this corporation, on dissolution
or otherwise, shall inure to the exclusive benefit of any private
person or individual, or any member or director of this
corporation except in fulfillment of said Corporate Purposes. On
liquidation or dissolution, all properties and assets and obligations
shall be distributed pursuant to the provisions of the
California Corporations Code then in effect..Dedication of Assets Section 1. Membership shall be open to all persons who support the objectives of the organization. Section 2. The membership, by a majority vote at each June Annual Meeting shall fix the annual dues. The dues collected from the members may be expended at the discretion of the Board for any purpose deemed beneficial to the Association. Section 3. Members in good standing are those who are current in their dues payments. Those who have not paid dues within sixty days of the due date will be considered as having terminated their membership and will be removed from the membership lists. When dues are on a family membership basis, each adult immediate family member so desiring shall be a member. Section 4. Any member desiring termination of membership may request the removal of his/her name from the membership list by written request to the Treasurer. There will be no refund of dues. Said person may be reinstated as a member during the same fiscal year by written request to the Treasurer. If such request is during a new fiscal year a new application and payment of dues will be required. Section 5. The fiscal year of this organization shall begin on July 1 and end on June 30. Section 1. The officers of this organization shall be a President, a Vice President, a Recording Secretary, a Treasurer and a Corresponding Secretary. These officers shall perform the duties prescribed by these By-Laws. No remuneration shall be received by the officers except reimbursement of out-of-pocket expenses required in the conduct of the business of the Association. Section 2. The election of officers shall be held at the June Annual Meeting. A quorum of 15 members must be present in person to hold elections. A majority vote of the combined number of members present or represented by written proxies, shall be required to elect an officer. Vote will be by secret ballot, if requested by any member, when there is more than one candidate per office. There shall be one vote per office per member. Section 3. At least two months prior to the June Annual Meeting, the President shall appoint a nominating committee and chairman of the nominating committee which shall compile a tentative slate of active members for election by the general membership for the coming term of office.This list will be announced to the general membership at the May meeting. Additional nominations may be made from the floor at the May meeting with prior consent of the nominee. Section 4. Officers elected at the annual meeting will hold office until the next annual meeting. Their terms shall begin immediately following adjournment of the annual meeting at which they are elected. Section 5. No member shall hold more than one office at a time and no member shall be eligible to serve more than two consecutive terms in the same office. After at least one term has elapsed, a member will again be eligible for his/her previously held office. Section 6. Any officer may resign at any time by giving written notice to the Secretary. Any such resignation shall take effect on the date of receipt of such notice or at any later time specified therein and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. Section 7. An officer may be removed from office (recalled) through the following procedure. a. A recall petition bearing the signatures of at least 20 percent of the total active members must be submitted to the Board. b. The Board, when satisfied that condition "a." above has been met, shall authorize the petitioners to send written notice of the proposed recall to all members in good standing. 1.The notice must give reason for the recall. 2 The notice must be sent at least six weeks prior to the meeting at which the recall action is to be voted upon. 3. All costs of the recall action shall be borne by those persons requesting the recall, and none of the cost shall be borne by the Association. c. The officer proposed for recall may rebut any charges or allegations at his/her own expense. d. A quorum for a recall vote shall be 50 percent of the total members in good standing represented either in person or by valid written proxies. e. A two thirds vote of those voting shall be required to effect a recall. Section 8. A vacancy in any office shall be filled by a majority vote of all the remaining members of the board. In the event of a tie vote, a second candidate shall be considered. In the event of a second tie vote, the President shall appoint either of the two candidates for which the vote was tied. Section 9. Duties of Officers (a) President. The duties of the President will be to preside over all meetings of the Board and the general membership, and to appoint committee chairmen. The President shall have such other powers and perform such other duties as from time to time may be prescribed by the membership or these By-Laws. (b) Vice President. The duties of the Vice President are to perform all the duties of the President in the absence or disability of the President and when so acting, the Vice President shall have all the powers of and be subject to all the restrictions upon the President. The Vice President will assume any duties delegated to him/her by the President. (c) Recording Secretary. The duties of the Recording Secretary are to keep a book in which the By-Laws, special rules of order, standing rules, and minutes are entered with any amendments to these documents properly recorded and to have the minutes and records available to members on request, to keep on file all committee reports, to keep a list of all existing committees and their members, and to sign all certified copies of acts of the organization. (d) Treasurer. The duties of the Treasurer will be to collect dues and to keep a record of all monies received and of the dues-paid members, pay bills, and make a report at each regular meeting. The Treasurer will make a full financial report to the membership at the June meeting and will coordinate with the Auditing Committee for the annual audit of the books. The Treasurer shall have such other powers and perform such other duties as from time to time may be prescribed by the Board or these By-Laws. (e) Corresponding Secretary. The duties of the Corresponding Secretary shall be to compose and/or type any correspondence as requested by any other Board member, maintain a current membership file, and mail any correspondence. The Corresponding Secretary shall maintain files of all outgoing and incoming correspondence. Section 1. The President, Vice President, Recording Secretary, Treasurer and Corresponding Secretary shall constitute the Board. The immediate past President shall serve on the Board as an ex-officio member in an advisory capacity only and shall not have voting rights on the Board. Section 2. The Board shall have supervision of the affairs of the Association, approve expenses for payment by the Treasurer, call special meetings of the membership as needed and perform such other duties as are specified in these By-Laws. The Board shall invite proposals and discussion by the members, but all decisions except fixing the dues, electing officers, amending the By-Laws or recalling an officer shall be approved by a majority vote of the Board at either a regular membership meeting or at a Board meeting. Board approval of committee members other than the committee chairmen shall be required. Section 3. The Board shall have the authority to expend Association funds for any purpose deemed beneficial to the Association. Section 4. Disbursement of funds by check shall require the signatures of two Board members. Authorized signatories shall include the President, Vice President, and Treasurer. Other officers may be authorized to co-sign if conditions so require. Section 5. Board meetings shall be called by the President or any member of the Board with five days notice to all Board members. The Board may act without such notice of meeting if all members of the Board shall consent to such action. Section 6. A quorum of the Board is required to transact business. A quorum shall be a majority of the Board. Section 1. The membership meeting date is to be the first Friday of each month at 7:30 p.m. in the Stallion Springs Community Services District meeting room unless otherwise specified. Section 2. Special meetings of the membership may be called as necessary by the Board on notification of the members, mailed at least fourteen calendar days in advance of said meeting. Section 1. The Cummings Valley Protective Association shall have but one class of voting membership. Each member shall be entitled to one vote. The membership shall vote at the June Annual Meeting to fix the dues, elect officers and adopt or amend these By-Laws unless otherwise specified. Section 2. A quorum of 15 members must be present in person at the June Annual Meeting for voting to take place. Actions described in Article VIII, Section 1 are to be decided by majority vote of members present, together with those proxies which have been delivered in writing to the Secretary prior to the start of the Meeting. If a quorum is not present at the June Annual Meeting, voting shall be postponed until the first subsequent meeting at which a quorum is present. Section 1. Changes in these By-Laws can be made only after notice is given in writing to all members and mailed at least six weeks prior to the meeting at which such changes are to be considered. Section 2. A quorum for the amendment of these By-Laws shall be 50 percent of the members in good standing either present in person or represented by written proxy submitted prior to the start of the meeting. A two thirds vote of the members either present or represented by written proxies shall be required to approve an amendment of these By-Laws. August, 1996 |
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