Article VI Board of Directors •
- General Corporation Powers. Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law and any limitations in the Articles and these Bylaws relating to action required to be approved by the Members, the business and affairs of the Corporation shall be vested in and exercised by the Corporation’s Board of Directors. Subject to the limitations expressed in Article IX, Section 1 herein, the Board may delegate the management of the activities of the Corporation to any person or persons, or committee, provided that notwithstanding any such delegation the activities and affairs of the Corporation shall continue to be managed and all Corporate powers shall continue to, be exercised under the ultimate direction of the Board.
- Election Districts. For purposes of conducting elections of the members of the Board, the state shall be divided into two districts, to wit, the Northern District and the Southern District, and the boundary between said districts shall be as shown on Exhibit “A” which is attached hereto and incorporated herein by reference
- Number and Qualification of Directors. The number of Directors shall be nineteen (19). Each Director shall be an active member at the time of nomination and at all times during their tenure in office.
- Classifications of Directors. The Board of Directors shall consist of the following:
(a) Fourteen (14) Regular Directors, seven (7) of whom shall be elected from the Northern District and seven (7) of whom shall be elected from the Southern District.
(b) Four (4) Officer-Directors consisting of the following officers who, upon election to such offices pursuant to Article X, Section 2 herein, shall automatically be elected directors: President, Vice President, Secretary and Chief Financial Officer.
(c) The Immediate Past President.
(a) Board. Members of the Board of Directors shall be elected or serve for the following terms:
(i) Regular members shall be elected for terms of three (3) years each. Directors terms shall be staggered such that approximately one-third are elected each year.
(ii) Officer-Directors shall be elected for terms of one (1) year each.
(iii) The Immediate Past President shall serve for a term of one year.
Within the meaning of the Section, the time intervening between any two consecutive annual meetings is deemed to be one (1) year. The term of office of each member shall commence upon installation at the annual meeting next succeeding the members election, and shall continue until the member’s successor is elected and installed.
All vacancies on the Board, including vacancies occurring by reason of removal of Directors, shall be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director.
b) Expiration of Term. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected, qualified and installed.
- Nomination of Directors. Nominations shall be made annually for Directorships listed in Article IV, Section 5. Only Active Members may be nominated. Nominations shall be made in the following manner:
(a) Nominating Committee. By the Nominating Committee in the manner hereinafter set forth in Article IX, Section 9, such nominations shall be submitted to the Secretary in writing at least ninety-five (95) days prior to the annual meeting of the members and the Secretary shall mail such nominations to each active member at least eighty-five (85) days prior to said annual meeting; and/or
(b) Nomination by Petition. An individual can become a candidate by filing with the Secretary a petition in support of his/her candidacy signed by no less than two percent (2%) of the voting Members of the Corporation who are, themselves, in good standing with all dues and assessments paid. The Member circulating the petition shall append his/her written certification to the petition attesting to the validity of the signatures. Candidate petitions must be filed with the Secretary no later than sixty-five (65) days prior to the date of the election of directors.
- Election of Directors.
(a) Ballot. Each place upon the Board for which a Member is to be elected shall for the purposes of the election be deemed a separate office. The elections shall be by secret written ballot. The ballots shall include the names of all nominees, shall indicate the number of responses needed to meet the quorum requirement, and shall specify the time by which the ballot must be received in order to be counted. The ballots shall be mailed to those entitled to vote at least twenty (20) days prior to the date of canvassing the ballots and shall be received at the principal office of the corporation, not later than forty (40) days prior to the first day of the Annual Convention, and they shall be canvassed by the Election Committee, Article IX, Section 3, thirty-five (35) days prior to the first day of the Annual Convention, which committee shall certify to the Secretary who shall in mm notify the members as to the official results of the election.
(b) Voting. Each Active Member shall be entitled to at least one (1) vote. The number of votes per Active Member shall be determined by the amount of dues paid annually by each Active Member. Active Members whose annual dues are one thousand dollars ($1000) or less, shall be entitled to one (1) vote. Active Members whose annual dues exceed one thousand dollars ($1000) shall be entitled to one additional vote per each additional one thousand dollars ($1000), or fraction thereof, in dues paid allocated between the Northern and Southern districts based on the proportionate number of cases reported in each district. Such allocated votes shall be rounded to the nearest whole vote.
Each Active Member shall be notified annually as to the number of votes the member may cast, based upon the dues received and recorded in the Corporation’s office for the current fiscal year.
Each Active Member shall be entitled to vote only for each Director to be elected from his district, and vote for each Officer-Director to be elected from either district, i.e., an Active Member residing and/or located in the Southern District shall be entitled to vote for the Directors to be elected from the Southern District and for the Officers-Directors to be elected from either district, but he shall not be entitled to vote for the Directors to be elected from the Northern District.
In the event an Active Member shall be entitled to more than one vote as set forth in this Section; the votes shall be allocated bem’een the Northern and Southern districts based on the proportionate number of cases reported in each district. Such allocated votes shall be rounded to the nearest whole vote.
(c) Election Rules. In all other respects the election shall be as the Board may by rule direct. The person who receives a plurality of the votes cast for any office is elected thereto in any election for the selection of a Director or Officer-Director.
- Removal of Directors and Filling Vacancies on the Board of Directors.
(a) Vacancies, GeneralIy. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any of the following: (i) the death, resignation or removal of a Director pursuant to subsections (d) and (e) hereof, (ii) an increase of the authorized number of directors, or (iii) the failure of the Members, at any election by written ballot in which any director or directors are to be elected, to elect the requisite number of directors.
(b) Resignation of Directors. Any director may resign, which resignation shall be effective on giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective.
(c) Filling of Vacancies.
(i) Unless a vacancy is created by removal of a director from office, vacancies on the Board may be filled by the vote ora majority of the Board, or if the number of directors then in office is less than a quorum, the vacancy may be filled by (A) the unanimous written consent of the remaining directors, (B) the affirmative vote of a majority of the remaining directors then in office at a duly held meeting, or (C) by the sole remaining director.
(ii) If the vacancy is created by removal of a director for nonattendance at Board meetings (subsection (d)(iv), below), the Board may fill the vacancy as provided above. In all other cases, when a director is removed from office, his/her position shall be filled by the affirmative majority vote of the Members in an election conducted by written ballot.
(iii) Furthermore, the Members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors by affirmative majority vote of the Members in an election conducted by written ballot.
(d) Authority of the Board to Remove Directors. The Board shall have the power and authority to remove a director and declare his/her office vacant if he/she has (i) been declared of unsound mind by a final order of court, (ii) been convicted ora felony, (iii) been found by a final order or judgment of any court to have breached any duty. under sections 7230 through 7238 of the California Nonprofit Mutual Benefit Corporation Law (relating to the standards of conduct of directors), or (iv) failed to attend, without sufficient excuse, two (2) consecutive regular meetings of the Board which have been duly noticed in accordance with these Bylaws.
(e) Removal by the Members. Except as otherwise provided in the immediately preceding subsection (d), a director may only be removed from office prior to expiration of his/her term by the affirmative majority vote of the Members conducted by written ballot. If the Corporation has less than fifty (50) Members, removal requires the affirmative vote of a majority of all voting Members, whether or not a quorum is attained. Any membership action to recall or remove a director shall be conducted in accordance with the following procedures:
(i) A petition must be presented in writing to the President, a Vice President or the Secretary of the Corporation that carries the signatures of Members in good standing who represent at least five percent (5%) of the voting power of the membership. Such petition must set forth (A) the reason(s) the petitioners are seeking the director’s removal, (B) the signature of each petitioner in his/her own handwriting, and (C) the name(s) of the sponsor(s) of the petition.
(ii) Within fifteen (15) days after receipt of such petition, the Board shall announce the procedures for conducting a written ballot of the Members to vote upon the requested recall. Such written ballot shall be conducted not less than thirty-five (35) nor more than ninety (90) days after the petition is presented. If the Board fails to set a date for, and give the voting Members notice of, such written ballot within fifteen (15) days, the Members initiating the petition may call for such ballot on their own initiative without Board approval or sanction.
(iii) The director whose removal is being sought shall have the right to rebut the allegations contained in the petition orally, in writing or both. If in writing, such rebuttal shall be mailed by the Corporation or otherwise provided to all voting Members at the Corporation’s expense, together with the recall ballot.
(iv) If the quorum requirement for valid membership action is not satisfied or if the recall vote results in a tie, the removal action will have failed.
(f) Reduction in Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before the director’s term of office expires.