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The Proposed Changes to the By-laws begin on the next page. Your comments and suggestions are welcome. Members will be asked to vote on adopting these changes during the next OCAA general election in September 2005.
Sections in red and blue represent proposed changes.
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PREAMBLE TO THE
BY-LAWS OF THE
ORANGE COUNTY ATTORNEYS ASSOCIATION
The purpose of this organization shall be the improvement of employee relations
with the County of Orange, including but not limited to negotiations on wages,
hours and other terms and conditions of employment, grievances arising under the
terms and conditions of employment, and matters arising under the Employee
Relations Resolution or Memorandum of Understanding and applicable state law.
These bylaws, and any amendments hereto, are effective immediately upon filing
with the County of Orange., subject to approval or amendment of two-thirds (2/3)
of those members of the Attorneys Unit voting at an election to be announced
within thirty (30) days of the certification of the Orange County Attorneys
Association as the exclusive recognized employee organization for the Attorneys
Unit.
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BYLAWS OF THE ORANGE COUNTY ATTORNEYS
ASSOCIATION
(A Non-Profit Corporation)
Table of Contents
Definitions / Offices / Membership and Qualifications /
Organization /Officers /Nominations, Elections and Terms of
Office Directors / Duties of Officers, Directors and Committees /
Financial / Membership Meetings / Initiative Procedure/
Referendum and Recall Procedure / Amendments /
Disciplinary Action / Internal Remedies / Inspection of
Corporate Records and Bylaws / Conflict of Interest /Parliamentary Law/
Validity of Bylaws
Bylaw 1 - Definitions
Unless otherwise indicated, the term "Association" as used in these
bylaws shall mean the Orange County Attorneys Association.
"Board" shall mean Board of Directors of the Association.
"Members" shall mean one or more member(s) in
good standing of the Association.
Bylaw 2 - Offices
The principal office for the transaction of business of the Association shall be
located in the
Bylaw 3 - Memberships &
Qualifications
Section 1. General
Qualifications
(A) A person to be eligible for membership must be of good moral character, an
attorney licensed to practice law in the state of California and employed on
either a full or part time basis by the office of the District Attorney, County
Counsel, Child Support Services,
Public Defender, Alternate Defender or Associate Defender of the county of
Orange.
(B) A person, to be eligible for membership must also be a member of the
Attorney Bargaining Unit. For purposes of this
bylaw 3, Section 1(B), an attorney employed by the county of Orange in the
office of the District Attorney, County Counsel, Child Support Services, Public
Defender, Alternate Defender or Associate Defender who has been
appointed/promoted, whether on a permanent, temporary, acting or any other
basis, to a supervisory, managerial, executive or confidential position outside
the Attorney Bargaining Unit shall not be considered a member of the Attorney
Bargaining Unit for the duration of that appointment/promotion and, accordingly,
shall cease to be
eligible for membership.
(C) Persons who advocate or who belong to an organization which advocates the
overthrow of the Government of the
Section 2. Anti-Discriminatory
Clause
(A) Acceptance for membership shall be based only on the qualifications
stipulated herein and shall not be denied on grounds of race, color, or creed, sex,
sexual orientation, national origin or handicap.
Section 3.
Application, Dues and Membership Standing
(A) Membership in this Association shall become
effective the applicant's submission to the applicant's County or administrative
office, along with a copy to the Association secretary, of a payroll dues
deduction form. To be considered as
submitted to the County or Administrative office and the Association Secretary,
an application must contain all the required information thereon.
(B) The membership dues and the method of collection shall be as established by the Board.
(C) In order to be eligible to vote
on any issue requiring a vote of the membership of the Association, a person
must be an active and continuous member in good standing of the Association from
the immediately preceding February
1 to and including the date of the vote.
Prospective members hired subsequent to the deadline of February 1 may cast a
vote if they become a member of the Association within 60 days of being hired by
their respective department and remain active and continuous members in good
standing, to and including the last day
of eligible voting.
If a member has a break in continuous membership due to a department approved
leave of absence, such member shall be considered eligible to vote only if upon
their return to service their membership is reinstated within 30 days of their
return to service and such member remains an active and continuous member in
good standing to and including the date of the vote.
(D) A member in good standing is one
whose dues are not more than 15 days in arrears.
(E) A person whose dues are 15 or more days in arrears shall be dropped from the Association roster.
Section 4.
Identification
(A) Membership cards may be issued by the Board to show evidence of membership.
Section 5.
Separation
(A) A member may resign from the Association by sending a letter containing such
resignation to the Board, or filing a payroll deduction termination form with
the member's administrative office.
Such resignations shall become effective immediately upon receipt for
internal union purposes, including the right to vote and obligations of
membership; provided, however, that the resigning member's dues obligation does
not terminate until the on the last day of the month in which it her/his
resignation is received.
Bylaw 4 –
Organization
Section 1. Board
(A) The powers shall be exercised, the property controlled, and the affairs and
business of the Association conducted by a Board of Directors consisting of nine
members, with no less than one attorney from the office of District Attorney,
County Counsel, Child Support Services and Public Defender, and one member from
the combined offices of Alternate Defender and Associate Defender, subject to
the provisions of these by-laws and the laws governing mutual benefit
corporations Corporate laws of the state of California.
Section 2. Councils
(A) Councils composed of members having special interests may be formed by the
Board.
(B) Councils shall operate under rules established by the Board.
Section 3. Committees
(A) The Board shall appoint committees in accordance with bylaw 7, Section 3.
(B) The Board may also create and appoint committees, and determine their size
and membership as it deems necessary.
Bylaw 5 - Officers
Section 1. Board
of Directors
(A) There shall be a President, Vice President, Secretary and Treasurer elected
by the Board from its own membership for a period of one year and they may be
re-elected to succeed themselves.
(B) Only one person shall hold any one office, other
than an office on the Political Action Committee, at any one time.
(C) The Board may appoint an Assistant Secretary and Assistant Treasurer, or
both combined in one person, who need not be members of the Association.
This individual or individuals shall have no
voting privileges on the Board of Directors and shall be excluded from Executive
Session meetings.
(D) Every member of the Board must
be a voting member of the Association.
///
///
Bylaw 6 -
Nominations, Elections and Terms of Office
Section 1. Nomination
(A) Only voting members in good standing shall be
nominees for office in the Association.
(B) Any member seeking candidacy for office shall submit a nominating petition
signed by himself and two (2) other voting
members of the Association to the Election Committee by the 31st
day of August.
Section 2.
Acceptance of Nominations
(A) Candidates for office who file nominating petitions with the Election
Committee, in accordance with Section 1 of this by-law, shall be accepted as
nominees for office by the Election Committee and their names shall be placed on
the ballot by the Election
Committee, unless ineligible as defined by by-law 7, section 2(f), or
any other provision of these by-laws.
Section 3. Election
of Directors
(A) The Secretary shall, by July 15th of each
year notify the Election Committee of the number of directors to be elected. The
Secretary shall also notify the Election Committee of the number of members in
the offices of District Attorney,
Support Services, Public Defender, Alternate Defender and Associate Defender,
and the proportion of Association members in each of the five offices. The
Secretary shall apportion the eleven (11) seats
on the Board of Directors in proportion to the proportion of membership in each
of the six (6) offices. In calculating proportionality, membership in the
offices of the Alternate and Associate Defenders shall be combined.
(B)
The names of Board members of the Orange County Attorneys Association who
seats are up for re-election shall be announced to the general membership by
posting in each office or on the OCAA internet website by August 7th
of each year by the Secretary of the Board.
(C) In the event that any of the six offices comprising the Orange County
Attorney's Association are disbanded, eliminated or terminates membership in the
Association, composition of the Board of Directors shall be based on membership
in the remaining offices as specified in By-Law 6, Section 3(A) above.
(D) The Election Committee shall conduct free and democratic elections by secret
ballot for the election of the Directors. A tie vote shall be decided by lot.
(E) The election of Directors must be completed by the
last day of September of each year.
(F) The Election Committee shall immediately notify the Secretary by letter of
the results of the election.
(G) The Secretary shall immediately inform all nominees, the Board, and the
membership, by letter, posting in each office, or on the
OCAA internet website, the results of the election.
Section 4. Term
of Office
(A) The term of office of Director shall begin on the first Monday in October
following election, and end on the first Monday in October of the second
calendar year following election, at which time the successor will take office.
(B) Directors may be elected to succeed themselves.
(C) Six Directors shall be elected in the odd years and five Directors shall be
elected in the even years.
(D) Within one month following the ratification of these by-laws, and the
recognition of the Association by the County as the exclusive representative for
the Attorney Bargaining Unit, the acting Officers shall conduct an election, in
substantial compliance with the procedures established by these by-laws for
electing directors generally, to elect and initial Board of Directors of the
Association consisting of nine members. The four members so elected receiving
the least number of votes shall hold office until the second Tuesday in
September 1983, and the other five members of said initial board shall hold
office until the second Tuesday in September, 1984.
(E) Within one month following the ratification of the 1997 amendment to these
by-laws, and a new filing of the by-laws with the county of Orange, the Officers
shall conduct an election, in substantial compliance with the procedures
established by these by-laws for electing directors generally, to elect a new
Board comprised of the original three (3) membership groups, the Offices of the
District Attorney, County Counsel and Public Defender, along with the two (2)
new membership groups, the Offices of the Alternate and Associate Defenders. In
1997 the four members elected receiving the least number of votes shall hold
office until the second Tuesday in September 1998, and the other five members of
said board shall hold office until the second Tuesday in September, 1999.
(F) Within one month following the ratification of the 2001
amendment to these by-laws, and a new filing of the by-laws with the county of
Orange, the Officers shall conduct an election, in substantial compliance with
the procedures established by these by-laws
for electing directors generally, to elect a new Board comprised of the existing
five (5) membership groups, the Offices of the District Attorney, County Counsel
and Public Defender, Alternate Defender and Associate Defender.
Additionally a new representative from the office of Child Support
Services shall be elected to an initial term of one (1) year.
Thereafter, beginning in 2002, this seat shall be subject to re-election
every two years in accordance with these by-laws.
The eleventh (11) seat on the board of directors shall be filled every
two years beginning with the second Tuesday in September 2001.
(G) Within one month following the
ratification of the 2005 amendments to these by-laws, the Board shall cause a
new filing of the by-laws to be made with the
Section 5. Voting
(A) The candidates receiving the highest number of votes in descending order of
votes are elected to fill the positions of Directors to be elected, except that
those candidates, if any, for the office(s) requiring additional seats to
conform to the proportion necessary to reflect membership percentages in each
office and/or to maintain the minimum one seat from each office shall first be
counted in descending order of votes. In the event
any candidate for the office of Director is ineligible to serve on the date
ballots are counted, that candidate shall be considered ineligible for election
and the candidate with the next most votes shall be deemed elected.
(B)
In a general election, each member of the association is entitled to cast
votes equal to the number of board positions up for election.
Voting shall not be cumulative. Voting
may not be done by proxy.
Bylaw 7 - Duties of Officers, Directors
and Committees
Section 1. Officers
(A) The President shall be the Chief Executive and Chief Operating Officer of
the Association and shall preside at all meetings of the Association and the
Board.
(B) The Vice President shall perform all the duties of the President when the
President is absent or unable to act.
(C) In the event of the absence or inability to act of both the President and
the Vice President, the duties of the office shall be performed by a member of
the Board selected by the Board.
(D) The Secretary shall cause all written minutes of all Board, Membership and
Executive Committee meetings to be prepared and kept on file in the Association
office. He shall also keep any and all other records, reports, letters, etc., on
file that pertain to the
function of the Association, including a roster of members as required by law.
(E) Except with respect to the political action
committee, which shall be governed as set forth below, the Secretary shall
prepare and file all reports required by public agencies.
(F) The Treasurer shall receive and disburse, upon order of the Board, the funds
of the Association.
(G) Except with respect to
the political action committee, which shall be governed as set forth below,
the Treasurer shall cause an accurate accounting to be kept of all the financial
transactions of the Association and shall submit the necessary financial
reports to the Secretary for forwarding to such public agencies as required.
(H) The Treasurer shall cause an annual audit to be made and shall submit a copy
of the report with supporting documentation to the Board.
Section 2.
Directors of the Board
(A) Financial Authority:
The Board shall have supervision and control of the funds of the Association.
(B) Meetings:
The Board shall meet as necessary. A quorum, consisting of a simple majority of
the Board, must be present in order to conduct business.
(C) Employees and Additional Officers:
The Board shall appoint such other officers and hire or discharge such
consultants, advisors, attorneys, certified public accountants, agents,
independent contractors and/or employees as it may deem necessary for the proper
conduct of the affairs of the Association. Such actions shall require a
majority vote of the entire Board.
(D) Financial reports:
The Board shall cause to be distributed to the members, upon request, an
itemized statement of the financial accounts of income and expense of the
Association for the preceding year. Such statement shall state the sources of
income and the classes of expenditures and the amounts.
(E) Absenteeism:
Any member of the Board who is absent from three consecutive meetings of the
Board shall be automatically dropped from the membership of the Board unless a
written statement explaining such absence is submitted on or before the date of
the next Board meeting, and such explanation is acceptable to at least
two-thirds of the members of the
Board.
(F) Ineligibility:
Any member of the Board who is absent from more than one half of the meetings of
the Board during any term shall be ineligible for re-nomination or re-election
for the following term.
(G) Vacancies:
Any vacancy occurring by any means, including but not
limited to, absenteeism, death or resignation shall be filled by
appointment of the Board. Such appointment shall be for the duration of the
un-expired term.
(H) Termination of Appointments:
Any appointments made by the Board, other than those made in accordance with
section 2(g) of this by-law, may be terminated by the Board.
(I) Compensation:
No members of the Board, Council or Committees shall draw any compensation from
the Association except for expenses incurred on Association business when
authorized by the Board.
(J) Representation:
In addition to any inherent power to act it may
otherwise have, the Board may act as agent, or appoint any agent, to
represent any member or members on any subject matter pertaining to the
Association objectives when a controversy, difference, or problem arises
between such member or members and employer(s) or management, when the Board
has been so petitioned.
(K) Bonding:
The Board shall require the bonding in such amounts as may be deemed advisable
of any officer or employee of the Association who is authorized to handle funds.
Such bonds shall be written by Surety Companies, shall conform to the laws of
the state of
and shall be paid for by the Association.
///
///
Section 3.
Committees
(A) Election Committee
There shall be a standing Election Committee composed of
three members of the Board of Directors. Members shall be selected within thirty
days of their election to the Board of Directors. Terms shall be for one year.
Members may serve consecutive terms.
(1) Candidates for election or re-election to the Board
of Directors of the Association shall not be on the election committee.
(2) The Election Committee shall cause nominating forms to
be made and circulated among the membership by August
7th of each year.
(3) The Election Committee shall conduct all elections
for directors and any other Association business in conformance with these
by-laws, including recall elections.
(B) Executive Committee
An Executive Committee shall be established when deemed
advantageous to conduct the affairs of the Association. The number of members of
an Executive Committee and their terms of service shall be determined by the
Board.
(C) Bargaining Committee
A Bargaining Committee shall be established to make
recommendations to the entire Board regarding negotiations with the
(1) The Bargaining Committee shall consist of at least one representative from
the office of the District Attorney,
(D) Political Action Committee
The Board shall appoint a Political
Action Committee to raise and authorize the expenditure of funds to advance the
Association's political agenda. The Political Action Committee's Treasurer
shall also be responsible for preparing and filing all legally
required reports and disclosures with applicable state and federal agencies.
(1) The Political Action Committee shall consist of not less than three
nor more than five members selected by the Board by majority vote from among its
members. Members of the Political Action Committee shall be elected at the
same meeting as are officers of the
Association, and shall serve the same terms as officers of the Association.
One of the members of the Political Action Committee shall be denominated
by the Board as the Political Action Committee's Treasurer. The Political
Action Committee Treasurer shall perform, with the assistance of counsel, all
legally required functions for a treasurer of a political committee under the
laws of the
Treasurer and shall perform the tasks of the Treasurer when the Treasurer is
unable or unavailable to do so. A third member of the political Action
Committee shall also be an officer of the Association Board and shall be
designated as the Political Action Committee's "responsible officer"
and, as such, shall be charged with the responsibility of verifying the reports
to the state of California by the Political Action Committee for and on behalf
of the Association.
(2)
Endorsements shall be made solely by the Political Action Committee
(3)
Endorsements shall be limited to state and local elections, referendums,
propositions, ballot measures and constitutional amendments.
(4)
Except as stated in subsection (A) below, the Political Action Committee
shall be solely responsible for contributing money to any political candidate,
referendum, proposition, ballot measure and constitutional amendment.
Approval of any expenditure shall be by a majority vote.
(A) In the event the
Political Action Committee wishes to expend funds for or against a ballot
measure, political candidate, referendum, proposition, or constitutional
amendment it
shall consult with counsel to determine if, in the circumstances present, it is
necessary to utilize
a separate segregated fund for such expenditure or whether such expenditure
shall be made from the Association's general treasury. In the event any
expenditure is made from the Association's general treasury, rather than the
Political Action Committee’s account, which causes the Association to have a
reporting or disclosure obligation, the Treasurer of the Association shall be
the Association officer charged with the responsibility of making such report or
disclosure and the President of the Association shall be the responsible officer
for the purpose of verifying that disclosure to the applicable authorities.
All such expenditures shall be immediately reported, as a matter of course, to
the Political Action Committee's Treasurer, Assistant Treasurer and responsible
officer to ensure that all reports and disclosures by the Association and its
Political Action Committee are true, correct and complete.
Approval of any expenditure from the Association’s general treasury
shall be by a majority vote of the Board of Directors of the Association.
(E) All other committees appointed by the Board shall have the duty to
investigate, study and make reports including any recommendations on the
subjects for which they were specifically organized.
Bylaw 8 –
Financial
Section 1.
Funds or assets may be disbursed only for carrying out the objectives of the
Association as defined by the Articles of Incorporation and these by-laws.
This bylaws provision exists for internal governance
purposes only and does not purport to relieve the Association of any debt or
obligation lawfully incurred by its officers, directors or
agents.
Bylaw 9 - Membership Meetings
Section 1.
An annual membership meeting should be announced
each year. Such meeting to be held at a time and place specified by the Board.
Notice of the date, time and location of such a meeting shall be provided not
less than 20 days before the date of the meeting.
Section 2.
Special membership meetings may be called, providing 24 hours notice to the
members is given.
(A) By the Board.
(B) By the President, only in case of great emergency and when time is too
limited to obtain consent of the Board.
(C) By a petition circulated by a member of the
Association indicating the single item of business to be transacted and the
proposed action to be taken on that item of business and signed by a least 5
percent of the total number of members in good standing of the
Association on the date of receipt of the petition by the Association's
Secretary. Upon receipt of such a petition, the Secretary shall verify
that the signatures appear to be authentic and meet the 5 percent requirement
set forth herein. If the petition is found to meet these requirements, the
Secretary shall so certify to the Board forthwith. Upon receipt of the
Secretary's certification, the Board shall call a special membership meeting to
consider the single item of business identified in the petition; provided,
however, that of the Board determines that the petition seeks to address more
than a single item business, it shall schedule separate meetings for each single
item of business. In the event the Board must call one or more special
membership meetings based on a petition, the notice of the meeting shall issue
with not less than 20
days mailed notice of the meeting, and
the meeting shall be held not less than 35 nor more than 90 days from the time
of the Secretary's
receipt of the petition.
Section 3.
Notices of special membership meetings must state the single item of business to
be transacted and the time and place of the meeting. No other business will be
considered. Notice must be individualized and may be
sent by e-mail.
Section 4.
Unless otherwise provided by these by-laws, every question which shall come
before a membership meeting shall be decided by the vote of the majority of the
members present. Such decision shall be final and may
not be subjected to a referendum vote, nor be the subject of an initiative,
through the procedures established for said votes in the by-laws. No
member may vote or act by proxy.
Section 5.
At any membership meeting, twenty (20) members shall constitute a quorum
necessary to conduct business.
Section 6.
The order of business at any general membership meeting may be as follows:
(A)
(B) Reports of officers and employees.
(C) Reports of committees.
(D) Miscellaneous business (unfinished and new).
(E) Presentation of and action on resolutions.
(F) Program.
(G) Adjournment.
///
Section 7.
The Association, as a body, shall not be responsible for the statements of fact
or opinion in papers, speeches or discussions at the meetings.
Section 8.
Actions taken at a meeting become effective immediately unless otherwise
specified.
Bylaw 10 - Initiative Process
Section 1.
The initiative procedure shall be used by a member(s) who wants to present to
the membership a proposed course of action for adoption. The initiative
procedure shall be instituted by the filing with the Secretary of a petition
which shall state the proposed course of action and which shall be signed by
members numbering at least fifteen (15) percent
of the total number of members.
Section 2.
Upon receipt of such a petition, the Secretary shall verify signatures and check
for compliance with Section 1 above. If the petition is found to meet the
requirements of section 1 above, the Secretary shall so certify to the Board
forthwith.
Section 3.
Upon receipt by the Board of the certified petition, the Board shall call a
special membership meeting to consider the proposed course of action. This
meeting shall be held not less than 15 nor more than 30 days from the time of
receipt of the petition. Action taken by the membership at such meeting shall be
binding upon the Association.
Section 4.
Within 30 days after the meeting, the Secretary shall notify all members of the
action taken at the meeting.
///
Bylaw 11 -
Referendum and Recall Procedure
Section 1.
Referendum
(A) A referendum of the members may be taken on any act of the Board or any
officer or employee of the Association unless already ratified or affirmed by
the membership at a membership meeting or by referendum, or on any measure
adopted at any meeting of the Association (including initiative measures and
recall actions).
(B) A referendum may be called for by the Board or by a petition in writing
filed with the Secretary, signed by members numbering not less than fifteen (15)
percent of the total membership. The form of the petition shall be as set
forth below. The following text, with appropriate insertions, shall appear
on the top of each page of the petition. Each page of the petition shall
contain spaces for not more than 15 signatures of voting
members of the Association. There shall be
a blank space next to each signature line for the member's printed name, the
office in which he/she works, and his/her telephone number.
"This is a petition to overturn the vote of the Board of Directors of the
Orange County Attorneys Association taken on [fill-in date] to [restate the
motion approved by the Board which is being appealed to the membership].
By signing below, I indicate my desire that
the membership of Orange County Attorneys Association have the opportunity
to vote on the following question:
"Shall the vote of the Board of Directors of Orange County Attorneys
Association taken on [fill in date] to [restate the motion approved by the Board
being appealed to membership] be overturned?'"
Where practicable, the petition should contain, everywhere
the formal requirements require the motion to be restated, the
precise verbiage of the motion approved by the Board as reflected in the Board's
official minutes.
(C) The secretary shall mail ballots on the question at issue to all members
within 25 days of said filing.
(D) Said ballots shall state the date for the closing of the polls which date
shall not be earlier than 10 nor later than 25 days from the date of mailing of
ballots.
(E) The Board shall cause the votes to be counted within five days of the
closing of the polls. A majority of the votes cast will be decisive.
(F) The referendum shall fail if
less than 15 percent of the total membership votes.
(G) Notwithstanding the pendency of a referendum petition, unless the Board
specifically otherwise directs, all actions of the Board shall remain in full
force and effect until and unless reversed by a referendum of the membership.
Section 2.
Recall
(A) Any officer or member of the Board may be recalled. The recall may be called for by the Board or by a petition in writing filed
with the Secretary, signed by members numbering not less than fifteen (15)
percent of the total membership. A recall action shall follow initiative
procedure except that the written notice recall petition shall include a copy of
the complaint against the officer or member of the Board being recalled and
it
shall include a copy of the complaint and a
response from the officer whose removal is sought.
The form of the petition shall be as set forth below. The following text,
with appropriate insertions, shall appear on the top of each page of the
petition. Each page of the petition shall contain spaces for not more that
15 signatures of members of the Association. There shall be a blank space
next to each signature line for the member's printed name, the office in which
he/she works, and his/her telephone number.
"This is a petition to recall [name]. I
understand that this recall petition is based on a complaint and I have had the
opportunity to read that complaint. By signing below, I indicate my desire
that the membership of Orange County Attorneys Association have the
opportunity to vote on the following question:
"Shall the [name] be recalled and removed from the Board of Directors of
Orange County Attorneys Association?
The recall petition and the complaint upon which it is based shall be mailed to
all members and the officer or member of the Board who is the subject of the
action at least 15 days prior to the membership meeting at which said recall is
to be considered. At the
meeting the person involved being recalled and the circulator of the recall
petition will have the opportunity to be heard and to present others in his/her
behalf.
Bylaw 12 - Amendments
Section 1.
Proposed amendments to the by-laws shall be adopted pursuant to the preamble of
these by-laws. Copies of the proposed amendments shall be mailed to each
member in good standing, or posted on the OCAA internet website, not less than
fifteen days before the day of the meeting.
///
Section 2.
Amendments shall not be adopted unless at least 15 percent of the total
membership votes.
Bylaw 13 -
Disciplinary Action
Section 1.
Any member or employee of the Association may be subjected to disciplinary
action by the Board for any willful violation of the terms of the Articles of
Incorporation, or of these by-laws, or for any willful or intentional act
detrimental to the Association. Under this section the
Board may take such disciplinary action as it deems necessary, including, but
not limited to, termination of membership.
Section 2
No member shall be disciplined in any manner for exercising any of his/her
rights guaranteed by law.
Bylaw 14 - Internal Remedies
Section 1.
In the event any member has cause to believe that any of his membership rights
have been violated by the Association or that the affairs of the Association are
being mismanaged, the following procedure shall apply to the hearing and
determination thereof:
(A) The aggrieved member shall present his claim or complaint to the Board,
either in writing, signed by the member, or by his personal appearance.
(B) Following the presentation of the claim or complaint to the Board, the Board
shall appoint an Investigating Committee composed of three members, who are not
members of the Board, to determine the facts. Within 60 days following the
initial complaint, the
Investigating Committee shall report its findings to the Board. The Board shall
make its decision and inform the member of the decision within 14 days after
receipt of the Committee's report. If the member is not satisfied with the
determination, he shall have the right either to present his claim or complaint
to the membership of the Association at the next membership meeting, or to
invoke the referendum procedure under by-law 11. No member shall be disciplined
in any manner for exercising any of his rights
guaranteed by law.
Section 2
Subject to any time limits or other restriction imposed by law, no member shall
commence an action against this Association without first exhausting this
internal remedies procedure.
Bylaw 15 - Inspection of Corporate
Records and Bylaws
Section 1. Corporate Records
(A) The corporate articles of incorporation, these bylaws and all amendments
thereto, the corporate books of account, the minutes of the Board (and any
committees thereof) and the membership meetings, and the membership roster shall
be open to inspection at any
reasonable time upon the written demand of any member for any purpose reasonably
related to his interest as a member. With respect to its roster, the Board
shall take care to ensure that the roster is used for a legitimate purpose and,
thus, it shall exercise the Association's rights under the Corporations Code to
provide alternatives to direct access to member information wherever
practicable. Nothing in this bylaw 14, section 1(A)
shall restrict the authority of the Board to take appropriate action to conserve
corporate assets otherwise authorized by the Corporations Code.
Section 2. By-Laws
(A) The original by-laws and a copy thereof as amended to date, certified by the
President, shall be kept on file in the principal office of the Association and
open to inspection by the members at all reasonable times during office hours.
Bylaw 16 - Conflict of Interest
No officer or employee of the Association shall receive direct compensation or
gratuities from any vendor with which the Association is transacting business.
Bylaw 17 -
Parliamentary Law
In all questions involving parliamentary procedure, including election
procedures, not covered by the by-laws, Robert's Rules of Order (Revised) shall
be the governing authority.
Bylaw 18 - Validity
of Bylaws
If any provision of these by-laws, or the application thereof to any person or
circumstances, is held invalid, the remainder of these by-laws, or the
application of such provision to other persons or circumstances, shall not be
affected thereby.