BYLAWS OF
Campo-Lake Morena
Business Association
A California
incorporated Nonprofit Association
ARTICLE 1
NAME, OFFICE AND
PURPOSES
The name of
this unincorporated association is and shall be Campo-Lake Morena Business
Association (hereinafter referred to as “CLMBA”).
The
principle office of CLMBA shall be located in the County of San Diego.
The purpose
of CLMBA shall be to unite businesses and not-for-profit organizations to
promote economic development and enhance the quality of life in the
Campo-Lake Morena area. Together, the members of CLMBA will work to
sustain and enhance the rural character of the community, increase citizen
involvement, and establish regional awareness of the Campo-Lake Morena
area as “Just Country.”
ARTICLE II
DISSOLUTION
CLMBA is
not organized, nor shall it be operated, for pecuniary gain or profit, and
it does not contemplate the distribution of gains, profits, or dividends
to its members and is organized solely for nonprofit purposes. The
property of the organization is irrevocably dedicated to social welfare
purposes and no part of the net income as assets of CLMBA shall ever inure
to the benefit of any director, officer, or member thereof, or to the
benefit of any private persons. Upon the dissolution or winding up of the
association, its assets remaining after payment, or provision for payment,
of all debts and liabilities of this association, shall be distributed to
a non-profit fund, foundation or corporation which is organized and
operated exclusively for social welfare purposes and which has established
its tax exempt status under Section 501(c)(4) of the Internal Revenue
Code.
ARTICLE III
MEMBERS
Section 1.
CLMBA shall
have members, and members shall be entitled to vote based on a system
approved by the Board of Directors.
Section 2.
Anyone who
operates a licensed business, farm, ranch, church, or State-recognized
not-for-profit organization within the boundaries of the 91906 zip code
may become a voting member. Interested parties who represent unlicensed
businesses or do not qualify for voting membership status may become an
associate member.
Section 3.
All members
and Associate Members of CLMBA are required to pay a fee as determined by
the Board of Directors.
Section 4.
A minimum of
ninety (90) days membership is required to vote in any election.
Section 5.
An Associate
Member is one of the above stated in Section 2. who operates their
business outside of the 91906 zip code.
ARTICLE IV
MEETINGS OF MEMBERS
Meetings of
the members shall be held at such times and places fixed by the Board of
Directors.
ARTICLE V
BOARD OF DIRECTORS
Section 1.
General Powers
Subject to
the limitations of these Bylaws, and the laws of California, the affairs
of CLMBA shall be managed, and all association powers shall be exercised
by, or under the direction of, a Board of Directors.
Section 2.
Number, Tenure and Qualifications
CLMBA shall
have no fewer than five (5) and no greater than ten (10) Directors, who
shall be unrelated persons. The Board of Directors shall nominate or
appoint all Directors, who shall be elected by a simple majority of the
voting membership present. Associate members are prohibited from election
or appointment to the Board. Each director shall hold office for one year,
or until CLMBA is dissolved, or the Director resigns, whichever comes
first. The first directors shall be elected by those individuals who
organized CLMBA.
Section 3.
Meetings
Meetings of
the Board shall be held without other notice than these Bylaws at any
place and time designated by the Board.
Section 4.
Quorum
A simple
majority of the Directors holding office at any point in time shall
constitute a quorum. The Directors may continue to transact business
during a meeting at which a quorum is initially present, notwithstanding
the withdrawal of Directors, if any action is approved by at least a
majority of the required quorum for that meeting.
Section 5.
Action Without Meeting
Any action
required or permitted to be taken by the Board may be taken without a
meeting, if all members of the Board, individually or collectively,
consent in writing to that action. Such action by written consent shall
have the same force and effect as a unanimous vote of the Board. Such
written consent or consents shall be filed with the minutes of the
proceedings of the Board.
Section 6.
Vacancies
Any vacancy
occurring in the Board of Directors shall be filled by appointment by a
majority of the remaining Directors, though less than a quorum, or a sole
remaining Director, subject to a majority vote of the membership present.
A director elected to fill a vacancy shall hold the office for the term
applicable to the outgoing director.
ARTICLE VI
OFFICERS
Section 1.
Officers
The officers
of CLMBA shall be President, Vice President, Secretary and Treasurer and
such other officers as many be elected to offices created by the Board.
Officers shall have powers and duties as specified herein and as may be
additionally prescribed by the Board.
Section 2.
Election and Term of Officers
The officers
of CLMBA shall be elected annually by the Board of Directors. New offices
may be created annually and filled, and vacancies may be filled, at any
meeting of the Board of Directors. Each officer shall hold office until a
successor shall have been elected, unless otherwise removed.
Section 3.
Removal
Subject to
the rights, if any, of an officer under any contract of employment, any
officer elected or appointed by the Board may be removed by the Board with
or without cause, whenever in its judgment the best interests of CLMBA
would be served thereby.
Section 4.
President
The
President shall, if present, preside at all meetings of CLMBA. He/she
shall have general supervision, direction and control of the business of
the association.
Section 5. Vice
President
The Vice
President shall, in the absence of the President, preside at all meetings
of CLMBA. He/she shall additionally perform those duties assigned to
him/her by the Board of Directors.
Section 6.
Secretary
The
Secretary shall be responsible for the publishing of all notices and
official records of the association as necessary and see to the proper
recording of documents relating to CLMBA.
Section 7.
Treasurer
The
Treasurer shall be responsible for all funds and financial records
relating to CLMBA.
ARTICLE VII
COMMITTEES
The
President shall appoint special committees which will perform specified
tasks within a limited period of time. The appointment of such ad hoc
committees shall be with the consent of the Board of Directors.
ARTICLE VIII
INDEMNIFICATION OF
DIRECTORS, OFFICERS AND OTHER CLMBA AGENTS
CLMBA may,
to the extent allowed by applicable state and federal laws, indemnify and
hold harmless its officers, directors, agents and employees from and
against any and all claims, actions, proceedings, whether threatened,
pending or completed, brought by reason of their respective position or
relationship with CLMBA including, without limitation, all reasonable
attorney’s fees, costs and other expenses incurred in establishing a right
to indemnification under this Article.
ARTICLE IX
AMENDMENTS TO BYLAWS
New Bylaws
may be adopted, or these Bylaws may be amended or repealed, by an
affirmative majority vote of the Board of Directors at which a quorum is
present. Proposed amendment changes made by the Board of Directors must
be approved by the majority of the general membership.
CERTIFICATE
We,
____________________ and ____________________, hereby certify:
That we are
the duly elected and acting President and Secretary, respectively, of the
Campo-Lake Morena Business Association, a California Incorporated
Nonprofit Association; and
That the
foregoing Bylaws, consisting of five pages, including this one, constitute
the Bylaws of said association, as duly adopted by the Board of Directors
on (date)__________.
IN WITNESS
WHEREOF, we have hereunto set our hands this ____________ day of
_____________, 2006.
NAME
__________________________
PRESIDENT
NAME
__________________________
SECRETARY
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