Article IX •
Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Active Members or representatives of Active Member organizations (who may also be Directors) which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon them by law. No committee, regardless of Board resolution, may:
(a) Take any final action on any matter which, under the Nonprofit Corporation Law of California, also requires approval of the Members.
(b) Fill vacancies on the Board of Directors or on any committee which has been delegated any authority of the Board.
(c) Amend or repeal Bylaws or adopt new Bylaws.
(d) Amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable.
(e) Appoint any other committees of the Board or the members of those committees.
(f) Expend Corporation funds to support a nominee for director after there are more people nominated for director than can be elected.
(g) Approve any transaction (i) to which the Corporation is a parry and one or more directors have a material financial interest, (ii) between the Corporation and one (1) or more of its directors, or (iii) between the Corporation and any person in which one (1) or more of the Corporation’s directors have a material financial interest.
- Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article VIII of these Bylaws, concerning meetings of Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the Corporate records. Not more than twenty (20) days following the conclusion of each meeting of any committee, the chairperson of the committee shall submit minutes of such meeting to the Secretary. The Secretary shall provide a copy of such minutes to all members of the committee and all directors of the Corporation thirty (30) days prior to the next regular meeting. The Board may adopt rules not inconsistent with the provisions of these Bylaws for the government of any committee. Unless otherwise provided, committee action shall be by a majority of its members constituting a quorum at any meeting and a quorum shall be established by the attendance of two or more members.
- Election Committee. At least sixty (60) days prior to the date of each annual meeting, the Board shall authorize the President to appoint an Election Committee to act as inspector of elections. The Election Committee shall consist of three (3)Active Members who are not candidates. The Election Committee shall determine the number of memberships outstanding and the voting power of each, the number of memberships submitting votes, and the existence of a quorum. The Election Committee shall receive ballots and hear and determine all challenges and questions in any way arising in connection with the right to vote. Within five (5) days after the final date for which written ballots may be received by the Corporation pursuant to the election of directors and officers, the Election Committee shall count and tabulate all votes and certify to the Secretary the results of the election.
Finance and Financial Planning Committee. The Finance and Financial Planning Committee shall consist of the Chief Financial Officer, and at least four (4) Active Members who shall be appointed by the Board. The duties of the Finance Committee shall be as follows:
(a) To prepare an annual operating budget.
(b) To supervise the conduct of an annual certified audit of the books of account of the corporation by an independent firm of certified public accountants which audit shall be presented to the Board within three (3) months after the close of each fiscal year.
(c) To supervise the preparation of regular statements and quarterly balance sheets, for presentation to the Board at their regular meetings.
- Legislative Committee. The Legislative Committee shall consist of a chairperson who shall be appointed by the President for a term of one (1) year subject to the approval of the Board, and at least two (2) additional Active Members who shall also be appointed by the President, for a term of one (1) year. The duties of the Legislative Committee shall be to study, propose, and aid the enactment of legislation for the advancement and benefit and regulation of the business and profession of the Funeral Directors and Embalmers and for the benefit of the consumer.
- Membership Committee. The Membership Committee shall consist of a chairperson, who shall be appointed by the President for a term of one (1) year subject to the approval of the Board and four (4) or more additional Active Members who shall be appointed by the President. The duties of the Membership Committee shall include the promotion and maintenance of the high ethical standards in the mortuary profession and the observance of the rules of professional conduct which is found in the California Funeral Directors Association Code of Ethics:
Executive Committee. The Executive Committee shall consist of the President, Vice-President, Secretary, Chief Financial Officer, and the Immediate Past President. The President shall preside as Chairperson of the Committee. The duties of the Executive Committee shall be as follows:
(a) To perform such duties as the Board may from time to time determine; and
(b) To assist the President and the Executive Vice-President in the performance of their duties as the President may direct.
(c) To research and prepare amendments of the CFDA’s Bylaws as directed by the Board.
Convention Committee. The Convention Committee shall consist of a minimum of four (4) Active Members who shall be appointed by the President for a term of one (1) year. In addition to these members, the President may also appoint a member(s) to represent Special Members. This Member shall be a participant only to the extent of:
(a) Liaison between the Board and the suppliers and exhibitors.
(b) Assist in the planning and execution of the actual display area of the Convention.
(c) Assist the Chairman in any other capacity as designated by the Chairman.
The Duties of the Convention Committee shall include responsibilities of planning and developing a proposal and budget for the corporation’s annual convention in accordance with the Board’s direction.
(a) Members/Nominations. At least one hundred eight (180) days prior to the date of the annual membership meeting, the Board shall appoint a Nominating Committee, and designate a chairperson, to select qualified candidates for election to those positions held by directors and officers whose terms of service are then expiring. The Nominating Committee shall consist of at least six (6) Active Members and one-half of the committee shall be from each of the Northern District and Southern District. The Nominating Committee shall make its report to the Board at least ninety. (90) days before the date of the annual membership meeting. The Nominating Committee shall make as many nominations for election to directorship and officerships as is determined by the Board but not less than the number of vacancies to be filled and, in the case of Regular Directors, not less than two (2) nominations for each vacancy.
(b) Meetings. The President shall call a special meeting of the members of the Nominating Committee prior to January 31 of each year, in the manner for calling special meetings of the Board, for the purpose of nominating regular Directors and Officers. ”
(c) Voting. Each member except the Chairperson shall have one (I) vote. The chairperson shall have one (1) vote in the event of a tie. Each Officer-Director shall be voted on separately and the nominee shall be the member receiving a plurality vote. Each Director shall be voted on separately and the two nominees shall be the members receiving a plurality vote.
- Professional Develpment Committee. The Professional Development Committee shall consist of a chairperson who shall be appointed by the President for a term of one (1) year subject to the approval of the Board, and at least four or more, for a term of one (1) year. The purpose of the Professional Development Committee is to identify and provide educational programs for members to improve their skills and knowledge, and promote the ethical and legal practice of funeral service through compliance education and training.
- Public Relations Committee. The Public Relations Committee shall consist of a chairperson who shall be appointed by the President for a term of one (1) year subject to the approval of the Board, and at least four or more, for a term of one (1) year. The purpose of the Public Relations Committee is to disseminate information to CFDA members and to foster positive public opinion about the role and nature of funeral service. The Committee will act as liaison to related organizations and provide spokespersons for media inquiries.
- Past Presidents on Committee. Notwithstanding any other section of these bylaws, any individual who has served as President of this association shall be eligible to serve on, or chair, any committee as appointed by the President, subject to Board approval.