California Conference of Arson Investigators
Constitution and By Laws
AMENDED AND RESTATED BYLAWS OF CALIFORNIA CONFERENCE OF ARSON INVESTIGATORS
A California Mutual Benefit Corporation
The name of this Corporation shall be:
CALIFORNIA CONFERENCE OF ARSON INVESTIGATORS
SECTION 1. PRINCIPAL OFFICE
The Principal Office for the transaction of the business of the Corporation (“Principal Office”) shall be located in the State of California at places from time to time designated by the Board of Directors. The Directors may change the Principal Office from one location to another within the State of California. As of February 1, 2006, the Principal Office of the Corporation is located at 1279 N. White Ave., Pomona, California 91768.
SECTION 2. OTHER OFFICES
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.
This Corporation has been formed under the California Mutual Benefit Corporation Law for the purposes described herein below at Article XV, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation except as allowed by law, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.
DEDICATION OF ASSETS
The properties and assets of this non-profit Corporation are irrevocably dedicated to fulfillment of the Objectives and Purposes of this Corporation as set forth in Article XV 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 Objectives and Purposes. On liquidation or dissolution, all properties and assets and obligations shall be distributed pursuant to the nonprofit provisions of the California Corporations Code then in effect.
There shall be four classes of membership in the Corporation: Active Membership, Associate Membership, Life Membership, and Sustaining Membership.
SECTION 1. MEMBERSHIP QUALIFICATIONS
a. Past Presidents of the Corporation.
b. Any person eighteen years of age or over who, in the discretion of the Board of Directors, rendered class=Section3>
(2)distinctive service to the Corporation through participation on committees, financial contribution, or other services to or for the benefit of the Corporation.
Written nominations for Life Membership shall be submitted to the Awards Committee Chairperson on or before September 1st of each calendar year. The Awards Committee shall then review the nominations and shall make recommendations for Life Membership to the Board of Directors at least sixty days prior to the Annual Meeting of the Corporation. No more than three nominations for Life Membership may be approved by the Board of Directors in any calendar year.
SECTION 2. SUSPENSION OF MEMBERSHIP
SECTION 3. TERMINATION OF MEMBERSHIP
(2) Except for Life Members, the failure of a member to pay annual dues in the amount and within the time set forth by the Board of Directors.
SECTION 4. PROCEDURES FOR MEMBERSHIP SUSPENSION AND/OR TERMINATION
A. Procedures for Suspension and/or Termination of Membership. Following the determination that membership of an Active, Associate, Life or Sustaining Member should be suspended or terminated, the following procedure shall apply:
SECTION 5. TRANSFER OF MEMBERSHIPS
Members may not transfer their membership to any other person or organization.
MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETING
Meetings of the membership shall be held at any place or time within or outside the state of California designated by the Board of Directors. In the absence of any such designation, members’ Meetings shall be held at the Principal Office of the Corporation.
SECTION 2. ANNUAL MEETING
The Annual Meeting of members shall be held in January/February, unless the Board of Directors fixes another date and so notifies the members as provided in Article VI, Section 4. General and Special Meetings of members shall be held as ordered by the Directors, from time to time as stated below.
SECTION 3. SPECIAL MEETING
SECTION 4. NOTICE OF MEMBERS’ MEETING
B. Manner of Giving Notice. Notice of any Meeting of the membership shall be given by any or all of the following methods:
SECTION 5. QUORUM
Quorum: The members present at a duly noticed Membership Meeting shall constitute a quorum and may transact the business of the Corporation.
SECTION 6. ADJOURNED MEETING
Any Annual or Special Membership Meeting may be adjourned by the vote of the majority of the members present at the Meeting. No other business may be transacted at the Meeting, except as provided in this Article.
SECTION 7. VOTING
ELECTION OF OFFICERS AND DIRECTORS
SECTION 1. NOMINATIONS AND SOLICITATIONS FOR VOTES
SECTION 2 ELECTION AND TERM OF OFFICE
Officers and Directors shall be elected at each Annual Meeting of the members. Directors shall hold office for a three (3) year term; however, if any Annual Meeting is not held or the Directors are not elected at any Annual Meeting, they may be elected at any Special Meeting held for that purpose. Each Officer and Director, including an Officer and/or Director appointed to fill a vacancy or elected at a Special Meeting shall hold office until expiration of the term for which appointed or elected and until a successor has been appointed or elected. The term of office of the President, the two Vice-Presidents, the Secretary, the Treasurer, the immediate Past-President, and all ex officio officers shall be for one (1) year.
SECTION 3. VOTE REQUIRED TO ELECT OFFICERS AND DIRECTORS
Candidates receiving the highest number of votes shall be elected as Officers and Directors.
SECTION 4. REMOVAL OF OFFICER OR DIRECTOR
Any Officer or Director may be removed, for cause, by a majority of the voting members of the Board of Directors physically or telephonically in attendance at any regular or special Meeting the Board of Directors.
SECTION 1. POWERS
a. Remove any Officer or Director, for cause, as “cause” may be defined from time to time by the Board of Directors.b. Prescribe any powers and duties that are consistent with law, with the Articles of Incorporation, and with these Bylaws.
SECTION 2. NUMBER AND QUALIFICATIONS OF DIRECTORS
The authorized number of the Board of Directors shall be twelve (12). The President is also authorized to appoint ex officio, non-voting, members of the Board of Directors. Officers and Directors need not be residents of the State of California. Ex officio members of the Board need not be residents of the State of California or hold membership in the Corporation. Ex officio members of the Board of Directors, shall serve at the will of the President, for terms of one year.
SECTION 3. VACANCIES
SECTION 4. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Regular Meetings of the Board of Directors may be held at any place within or outside the state of California that has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, Regular Meetings shall be held at the Principal Office of the Corporation. Special Meetings of the Board shall be held at any place within or outside the state of California that has been designated in the notice of the Meeting or, if not stated in the notice, or if there is no notice, at the Principal Office of the Corporation. Notwithstanding the above provisions of Article VIII, Section 5, a Regular or Special Meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the Meeting. If consents are given, they shall be filed with the minutes of the Meeting. Any Meeting, whether Regular or Special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the Meeting can hear one another, in which case all such Directors shall be deemed to be present in person at such Meeting.
SECTION 5. ANNUAL MEETING
Immediately following each Annual Meeting of members, the Board of Directors shall hold a Regular Meeting for the purpose of organization, and the transaction of other business. Notice of this Meeting shall not be required.
SECTION 6. OTHER REGULAR MEETINGS
Other Regular Meetings of the Board of Directors shall be held without call at such time and location as fixed by the President. Such Regular Meetings may be held without notice.
SECTION 7. SPECIAL MEETINGS
A. Authority to Call. Special Meetings of the Board of Directors for any purpose may be called at any time by the President, or any Vice-President, the Secretary, or one-third of the authorized number of Directors.
SECTION 8. DIRECTORS QUORUM
A majority of the authorized number of Officers/Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Officers/Directors present at a Meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law.
SECTION 9. WAIVER OF NOTICE
The transactions of any Meeting of the Board of Directors, however called and noticed, and wherever held, shall be as valid as having taken place at a Meeting duly held after regular call and notice, if a quorum is present. The waiver of notice or consent need not specify the purpose of the Meeting. All waivers, consents and approvals shall be filed with the Corporate records or made a part of the minutes of the Meeting. Notice of a Meeting shall also be deemed given to any Director who attends the Meeting without protesting before or at its commencement about the lack of adequate notice.
SECTION 10. ADJOURNMENT
A majority of the Directors present, whether or not constituting a quorum, may adjourn any Meeting to another time and place.
SECTION 11. NOTICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned Meeting need not be given unless the Meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned Meeting to the Directors who were not present at the time of the adjournment.
SECTION 12. SPECIAL MEETING
Any action required or permitted to be taken by the Board of Directors may be taken at a Special Meeting called by
by the President, or any Vice-President, the Secretary, or one-third of the authorized number of Directors. Such action, taken at a Special Meeting, shall have the same force and effect as action taken at any Regular Meeting of the Board of Directors. The action taken at any Special Meeting shall be recorded in the minutes which shall then be subject to approval at the next Regular Meeting of the Board of Directors.
SECTION 13. FEES AND COMPENSATION OF DIRECTORS
Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and reasonable.
SECTION 1. COMMITTEES
With the sole exception of the Executive Board Committee, all committees shall be appointed by and serve at the will of the President.
SECTION 2. EXECUTIVE BOARD COMMITTEE
The Executive Board Committee shall, from year to year, be comprised of the current President, First Vice President, Second Vice President, Secretary, Treasurer and Immediate Past President of the Corporation.
Executive Board Committee’s Function. The Executive Board Committee’s function is to lead the Corporation utilizing a team-management approach. The Executive Board Committee’s function is to provide policy recommendations to the Board of Directors, from which Corporate policies can be established and implemented. The Executive Board Committee is empowered to implement tasks and assignments as may from time to time be needed. However, the Executive Board Committee is not empowered to unilaterally establish Corporate policies nor shall the Executive Board Committee independently take any final action on matters requiring Board approval.
SECTION 3. STANDING AND OTHER COMMITTEE
All committees shall research and report to the President and/or Board of Directors their findings on assigned subjects. Committees shall not independently take any final action on matters requiring Board approval. The following standing committees shall be appointed annually by the President:
From time to time, the President may, but is not required to appoint Continuing Committees, which shall serve at the will of the President until one or more assigned tasks are accomplished. I the discretion of the President, such Continuing Committees may include, but shall not necessarily be limited to the following:
The President may also appoint other ad hoc committees as needed.
SECTION 4. MEETINGS AND ACTION OF COMMITTEES
Minutes shall be kept of each Meeting of any committee and shall be filed with the Corporate records. The Board of Directors may adopt new rules for the government of any committee not inconsistent with the provisions of these Bylaws.
SECTION 1. OFFICERS
The Officers of the Corporation shall be comprised of the following five individuals: the President, the First Vice President, the Second Vice President, the Secretary, the Treasurer of the Corporation. The Officers of the Corporation, together with the Immediate Past President, are members of the Executive Board as well as the Board of Directors of the Corporation.
SECTION 2. TERM OF OFFICE
The Officers of the Corporation shall hold office from the time of their election and qualification, for terms of one year, or until the elections and qualification of their respective successors. Officers shall assume their respective offices upon installation.
SECTION 3. DUTIES OF OFFICERS
A. President. The President shall direct the execution of the activities of the Corporation and preside at meetings of the Corporation, the Executive Board, and the Board of Directors. The President shall appoint appropriate committees for the conduct of the activities of the Corporation. At each Annual Meeting of the Corporation, the President shall also announce to the members the names of those individuals appointed to serve on the Nomination Committee.
SECTION 4. VACANCIES IN OFFICE
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled only in the manner prescribed in these Bylaws. In the event of a vacancy in any office, the President, subject to the approval of the Board of Directors, shall appoint an Active Member, in good standing, to fill the unexpired term of the vacant office.
SECTION 5. RESPONSIBILITIES OF OFFICERS
A. President. Subject to such supervisory powers as may be given by the Board of Directors, the President shall generally supervise, direct, and control the business and the officers of the Corporation. The President shall preside at all Meetings of the members and at all Meetings of the Board of Directors. The President shall have such other powers and duties as may be prescribed by the Board of Directors and/or the Bylaws.
B. Vice-President(s). In the absence or disability of the President, the Vice President(s), if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President(s) shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors and/or the President.
C. Secretary. The secretary shall attend to the following:
D. Treasurer. The Treasurer shall attend to the following:
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
SECTION 1. DEFINITIONS
For the purpose of this Article XI:
A. "Agent" means an Officer, Director or ex officio member of the Board of Directors while acting on behalf of and in the course and scope of the business of the Corporation.
B. "Proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative.
C. "Expenses" include, without limitation, attorney's fees, costs, and other documented expenses incurred in any proceeding to which an Agent is a party by reason of his or her status as an Agent of this Corporation.
SECTION 2. INDEMNIFICATION OF AGENT
In the event an Agent of this Corporation is a party to and is required to defend any proceeding referred to in this Article, and to the extent not covered by insurance, this Corporation may, but is not obligated to defend and/or indemnify, or contribute to the defense and indemnification of, such Agent.
SECTION 3. INSURANCE
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Agent of the Corporation against any liability asserted against or incurred by the Agent in such capacity or arising out of the Agent's status as such. Any insurance so procured shall be independent of, primary to and non-contributing with any defense, indemnification or contribution to same, as may be extended by this Corporation.
SECTION 4. FIDUCIARIES OR
CORPORATE EMPLOYEE BENEFIT PLAN
This Article XI does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of the Corporation as defined in section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.
RECORDS AND REPORTS
SECTION 1. INSPECTION RIGHTS
Any member of the Corporation in good standing may submit a written request to the Board of Directors to inspect the records of Members' names and such contact information as may be approved by the Board for general distribution to the general membership. The Board of Directors shall, in its sole discretion, determine whether and to what extent requested information shall be released or withheld. The Board of Directors, also in its sole discretion, may delegate the power to respond to such information requests to a Special Committee or individuals, but within Board approved parameters.
SECTION 2. MAINTENANCE AND INSPECTION OF ARTICLES
The Corporation shall keep at its Principal Office, the original or a copy of the Articles and Bylaws as amended to date, which shall be open to inspection by the members at all reasonable time during office hours.
SECTION 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS
The accounting books, records, and minutes of proceedings of the members and the Board of Directors and any committee(s) of the Corporation shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the Principal Office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. The minutes and accounting books and records shall be open to inspection on the written demand of any member, in good standing, at any reasonable time during usual business hours, for a purpose reasonably related to the member's interests as a member.
SECTION 4. INSPECTION BY DIRECTORS
Every Director shall have the right at any reasonable time to personally inspect all books, records and documents of every kind and the physical properties of the Corporation.
SECTION 5. ANNUAL REPORT
The annual report to the members referred to in the California Nonprofit Corporation Law is expressly dispensed with insofar as allowed by law, but nothing in these Bylaws shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the members of the Corporation as they consider appropriate. The President, Board members and other responsible individuals shall provide a report of the fiscal responsibility and other issues deemed important as well as any information required by the California Corporations Code, Section 6322 by the President/Board of Directors at the Annual Meeting.
(1) The assets and liabilities of the Corporation as of the end of the fiscal year.
(2) The principal changes in assets and liabilities during the fiscal year.
(3) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, of the fiscal year.
(4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.
(5) Any information required by California Corporations Code, Section 6322.
CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the Corporation and a natural person.
SECTION 1. AMENDMENT BY MEMBERS
New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the members.
SECTION 2. AMENDMENT BY DIRECTORS
Subject to the right of members under Article XIV, Section 1, above, other than a Bylaw fixing or changing the authorized number of Directors, these Bylaws may be adopted, amended, or repealed by the Board of Directors. However, if the Articles of Incorporation or Bylaws adopted by the members provided for an indefinite number of Directors within specified limits, the Directors may adopt or amend a Bylaw fixing the exact number of Directors within those limits.
OBJECTIVES AND PURPOSES
The objectives of this Corporation shall be as set forth in the original Articles of Incorporation filed with the Secretary of State of the State of California on June 20, 1960.
CERTIFICATE OF SECRETARY
I, the undersigned, certify that I am the presently elected and acting Secretary of the CALIFORNIA CONFERENCE OF ARSON INVESTIGATORS, a California Mutual Benefit Corporation, and the above Bylaws, consisting of ______pages, are the Bylaws of this Corporation as adopted at a Meeting of the Board of Directors held on , _______________20___, in the City of ____________________________
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