CMSA By-Laws - Enacted July 1, 2011

ARTICLE I: MISSION STATEMENT

ARTICLE II: MEMBERSHIP

ARTICLE III: MEETINGS OF MEMBERS

ARTICLE IV: THE BOARD OF DIRECTORS

ARTICLE V: COMMITTEES

ARTICLE VI: OFFICERS

ARTICLE VII: EXECUTION OF ASSOCIATION CONTRACTS & INSTRUMENTS

ARTICLE VIII: AMENDMENTS

ARTICLE IX: DISTRIBUTION UPON DISSOLUTION

ARTICLE I

MISSION STATEMENT


Section 1.1 
Mission Statement            
The California Mission Studies Association is a nonprofit public benefit corporation and is organized under the Nonprofit Public Benefit Corporation Law for public purposes. It is not organized for the private gain of any person.


Section 1.2
Mission Statement - Specific Purposes
The specific purposes of this Association are educational in nature and are:

  1. to preserve, advance, and promote early California historic and cultural resources
  2. to advance and promote development of archaeological, historical, and archival resources
  3. to promote research projects resulting in the preservation and restoration of period landmarks   
  4. to encourage and support educational opportunities for scholarship in the fields of early California history and culture, regardless of color, race, creed, sex or age.

 

return to top

 

ARTICLE II

MEMBERSHIP


Section 2.1
Admission and Qualification
 Any person who expresses an interest in the stated purposes of CMSA is eligible to become a member.

Section 2.2 
Reserved Powers
This Association shall be operated and controlled by the Board of Directors, except that certain powers shall be reserved to the Members to further the purposes and philosophy of the Association’s mission and goals.  The powers reserved to the Membership and initiated by the Board must be submitted to and receive approval from the Members.  From time to time Members may delegate the exercise of one or more of its powers to the Board.  The following powers are reserved to the Members:

  1. approval of the philosophy, objectives and purposes of the Association
  2. approval of any merger, consolidation, affiliation or dissolution of the Association

  
Section 2.3
Dues and Assessments
The annual dues payable to the Association by Members shall be in such amounts as may be determined at the first meeting of each calendar year by resolution of the Board. Dues are non-refundable.

Section 2.4
Membership Roster
The association shall keep a Membership Roster containing the names, addresses and contact information of all members. The Membership Roster shall be kept by the Membership Chairperson who will provide complete copies to all Board Members with continuing addendums throughout the year. The Membership Roster shall not be used in whole or in part for any purpose not reasonably related to the Membership interest as a whole and may not be traded or sold to any other entity. A back-up copy shall be kept in the archives of CMSA.

Section 2.5
Non-transferability of Membership
No Member may transfer his/her Membership or any right arising from said membership.  All rights of Membership shall cease upon the Member’s death.

Section 2.6
Termination of Membership
A membership shall terminate upon the occurrence of any of the following events:

  1. resignation of the Member
  2. failure of the member to pay dues within 60 days after they become due and payable

Section 2.7
Rights on Termination of Membership:
All rights of a Member in the Association shall cease upon termination of Membership as herein provided. Members shall receive no remuneration for services performed for the Association unless the Member is specifically engaged as an independent contractor or as an employee of the Association by the Board.  No Member shall acquire any title, right or Interest in the property by reason of his/her Membership.

 

return to top

 

ARTICLE III

MEETINGS OF MEMBERS


Section 3.1
Annual Business Meeting          
The annual business meeting of the Members of the Association shall be held each year on a date, time and place as designated by resolution of the Board and shall be held during the Annual Conference.

Section 3.2 
Special Meetings
Special meetings of the Members for any purpose or purposes may be called by the Secretary of the Board upon request of the President of the Association, the Board, or at least ten percent (10%) of the Members. Notwithstanding the foregoing, five percent (5%) or more of the Members may call a meeting of the Members for the purposes of removal of a Board Member, and where such removal is effectuated by the Members for the election of such Board Member(s) successor(s). No business may be transacted at a special meeting other than that business specifically mentioned in the notice of the special meeting.

Section 3.3
Notice for Transaction of Business
Written notice of a time and place for transaction of any member business and any agenda items shall be provided by the Secretary to the Members either by mail or by email (if an email address was provided on the membership form) and not less than thirty (30) nor more than ninety (90) days before the date of the meeting. The notice of any meeting at which Board Members are to be selected shall include the names of all those who are nominees at the time the notice is e-mailed.

Section 3.4
Quorum and Vote
QUORUM:  Twenty percent (20%) of the total membership shall be necessary to constitute a quorum for the purpose of transacting business.
VOTING WITHOUT FORMAL MEETING:  At the discretion of the board, requirement for a formal meeting may be dispensed if there is compliance with each of the following requirements:

  1. written notice is given of the date by which the written ballots must be returned
  2. written notice is given of the proposed action
  3. members may vote, by means of a written ballot, either for, against, or to abstain from voting
  4. ballots may be distributed and returned either by mail, fax, or email
  5. a quorum is reached from ballots which are returned, signed by the Member, within the time frame set for return of ballots
  6. all ballots are numbered
  7. ballots that are cast shall be maintained by the Secretary of the Association for a period of ten years   
     

MAJORITY PREVAILS:  A majority of votes is required to prevail on any item, unless the vote of a greater number is required by   California Law
PROHIBITION AGAINST PROXIES:  Use of proxy voting in any form is prohibited

return to top

 

ARTICLE IV

THE BOARD OF DIRECTORS


 Section 4.1

Qualifications and Numbers
A Board Director must be a Member in good standing of the Association.  The authorized number of Board directors shall be eleven. If a board director has previously served his/her maximum terms, that director must remain off the board for a minimum of three years before becoming eligible for board service.

Section 4.2
Term
 The term of office of the Board of Directors will be for a period of three (3) years.  Any elected director may be reelected for an additional term of three (3) years, but cannot serve more than two (2) consecutive terms, except as otherwise stated in these by-laws.  Any person elected to an unexpired term will be eligible for two (2) additional terms of three (3) years.   Approximately one-third of the Board will be elected in any given year.  The terms of each office shall be tied to the terms of the original board members. The secretary of the association shall maintain a list of the terms of all offices.

Section 4.3
Powers of Directors:
 Subject to the limitations of the Articles and these Bylaws, the activities of this association shall be conducted by the Board.  The Board may delegate the management of its activities to any person(s) or committee(s) provided that the activities of this association shall be managed under the ultimate direction of the Board.  The Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

  1. to select and remove all the officers, agents and employees
  2. to conduct, manage and control the activities of this association and to make such rules and regulations consistent with law, the Articles and these Bylaws, as they may deem appropriate
  3. to adopt and use a corporate seal
  4. to borrow money and incur indebtedness for the purposes of this association

Section 4.4
Compliance with Ethics Policy
The Board must draft, adopt and distribute written policies that inform members of the Board about their ethical responsibilities.  The policy will be distributed to each new Board member.  Each member of the Board is obligated to comply with the Code of Ethics.

Section 4.5
Removal and Resignation
REMOVAL:  The entire Board, or any individual director, may be removed from office, with or without cause, by approval of the majority of the Membership. 
GROUNDS FOR REMOVAL:  The Board may remove any Board member and declare his or her position vacant, if two-thirds of the Board then qualified to vote determines that any of the following occurred with respect to said Board member:

  1. the Board member has been declared of unsound mind by an order of court
  2.  the Board member was convicted of a felony
  3. the Board member breached his or her duty as specified in Article 3 (commencing with Section 5230) of the California Corporation Code or any successor provision
  4. the Board member failed to comply with the Ethics Policy, after having been duly advised of its provisions in writing, as noted in the minutes of the Board
  5. a board member who has more than two unexcused absences shall be terminated from the board

 RESIGNATION:  Any Director may resign at any time by giving written notice to the Board or the President.  Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein.  Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.6
Vacancies
Except for a vacancy created by the removal of a director by the Members, vacancies because of death, resignation, removal, disqualification or any other cause shall be filled by the Board. 

Section 4.7
Indemnification
The Association shall indemnify each agent of the Association against any loss, claim, liability or demand arising out of or in connection with such person’s service as an agent of this Association under the circumstances and to the extent allowed by law.  As used in this section, “agent” means any person who is or was a Director of the Board, officer, employee or other agent of the Association.  With respect to indemnification allowed by law, reference is made to California Corporations Code Section 5238, as that section now exists or may hereafter be amended.

Section 4.8
Meetings of the Board of Directors
REGULAR MEETINGS:
Regular meetings of the Board shall be held at least quarterly at such a time and at any place within the State of California as designated in any notice of the meeting
SPECIAL MEETINGS:
 Special meetings of the Board may be called at any time by the President or any three (3) Board Directors upon notice to each Director of the Board. At least one week in advance before date set for the meeting, notice shall be given by telephone or email.

Section 4.9
Quorum and Action
A majority of the authorized number of Board Directors shall constitute a quorum. When a vacancy prevents such majority, a majority of the Board Directors in office shall constitute a quorum.  However, in no event shall a quorum be reached by less than one third (1/3) of the authorized number of Board Directors. Board Directors may participate in a meeting through the use of conference telephone or electronic communications, so long as all Board Directors participating in such meeting can hear one another, and participation by such use shall be deemed to constitute presence in person at any such meeting.
A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of any Board Directors from the meeting.

 Section 4.10
Voting
Each director present shall be entitled to one vote on each matter placed before a meeting.  No board member may vote on any matters after their term of office expires. 

Section 4.11
Fees and Compensation
Member of the board of directors shall serve without salary; provided, however, that directors may receive such reimbursement for expenses incurred in connection with their official duties, as may be fixed or determined by the Board.

return to top

ARTICLE V

COMMITTEES


Section 5.1 
Designation
The Board may designate one or more committee(s) to undertake specific assignments on behalf of the Association.  The composition and charge of such committee shall be at the discretion of the Board. The Board of Directors, by resolution, may form the following standing committees:

  1. Executive
  2. Membership
  3. Finance
  4. Scholarship
  5. Publications

Chairs of the Standing Committees shall be Board Directors and be appointed by the Board. Any Committees, whether standing or ad hoc in nature, are only vested with the authority to make recommendations to the Board of Directors. The decision of whether to adopt recommendations of any committee lies with the Board of Directors.
Any such committee must be created and the members thereof appointed by the Board of Directors.  The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted.  In the absence of any such prescription by the Board, each committee shall have the power to prescribe the manner in which its proceedings shall be conducted.  Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article V applicable to meetings and actions of the Board.  Minutes shall be kept of each meeting of each committee.

Section 5.2 
Fees and Compensation
Members of committees shall serve without salary; provided, however, that members of committees may receive such reimbursement for expenses incurred in connection with their official duties, as may be fixed or determined by the Board.

Section 5.3
Nominations Committee
The President shall appoint a committee to select qualified candidates for election to the Board and for Officers at least 120 days before the date of any election of the Board of Directors.  This nominating committee shall makes its report at least 90 days before the date of election, and the Secretary shall forward to each Member, with the notice of meeting required by these By-Laws, a list of all candidates nominated by committee under this section.

return to top

ARTICLE VI

OFFICERS

Section 6.1
Designation
The Officers of the Association shall be a President, Vice President, Secretary and Treasurer who shall comprise and be the only members of an Executive Committee.  The Association may also have, at the discretion of the Board, one or more Members as may be appointed in accordance with the provisions of this Article.  All officers shall have full voting rights on the Board.

Section 6.2
Election of Officers
The Officers of the Association shall be elected by the Members at the annual meeting and such Officers shall serve for two years renewable for one additional two year term.  Terms of office begin on July 1 of each year.   In order to be eligible to serve as an officer of the association, a board member appointed must have sufficient time left on his or her term to fulfill a complete term as an officer. No office shall remain unfilled.  Upon the occurrence of a vacancy, the President, or vice-president if there be none, shall convene a special meeting of the board for the purpose of appointing a board member to the remaining term of the vacant office.

Section 6.3
President
The President shall be the Chief Executive Officer of the Association and shall exercise general supervision and control over all activities of the Association.  The President, or if there is no President present or acting, the Vice President, shall preside at all Association and Board meetings.  If neither officer is present, the Board may elect a chairperson for that meeting. The President shall execute all contracts in writing after approval by the Board except as otherwise expressly provided by law, the articles of Incorporation and these By-Laws. The President and the treasurer shall be authorized to sign checks or orders against the funds or monies of the association. 

Section 6.4
Vice President
In the absence of the President, the Vice President 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 shall have such other powers and perform such other duties as from time to time may be prescribed by the Board and the By Laws.

Section 6.5
Secretary
The secretary shall keep at his or her residence or place of business or at such other place as the Board may order the following:

  1. A book of minutes of all meetings of the Board, committees and of the Membership with the time and place of holding; whether regular or special; if special, how authorized; the notice thereof given; the names of those present at the Board meetings; the names of those Member representatives present at Membership meetings and the proceedings thereof
  2. a list of terms of officers and directors,  ballot and election results
  3.  the original  and a copy, of these By Laws, the Articles of Incorporation and Policies and Procedures of the Association, as amended or otherwise duly modified to date
  4. a Membership Roster showing the names of the Members in good standing and their addresses
  5. give or  cause to be given notice of all the meetings
  6. keep or cause to be kept an archive consisting of a repository of past books, minutes and other official documents of the organization
  7. cause  a copy of the By-Laws to be posted on the Association’s website, as well as one maintained in Association archives
  8. maintain and distribute to all members of the Board copies of the Association’s Code of Ethics
  9. have such other powers and perform such other duties as may be prescribed by the Board and the By Law

Section 6.6
Treasurer
The Treasurer shall:

  1. cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the Association, including the accounts of its assets, liabilities, receipts, disbursements, gains and losses.  The books of accounts shall be open to inspection by any Director of the Board.  All accounts shall be maintained in appropriate Financial Software purchased for said use under direction of the Board of Directors. This software may be installed and run on the Treasure’s personal computer. If the Treasurer does not have, or for any reason chooses not to utilize personal hardware, the Association will provide adequate hardware. A backup copy of the data stored in the software shall also be maintained and stored separately. The books of accounts maintained in this manner shall be open to inspection by any Director of the Board
  2. receive the bank statement in duplicate, sending one copy to the President
  3. cause to be deposited all monies and other valuables in the name and to the credit of the Association in such depositories as may be designated by the Board
  4. cause to be disbursed the funds of the Association as ordered by the Board
  5. render to the President or the Board on request an account of all transactions as Treasurer and of the financial condition of the Association
  6. provide updated Statements of Activities to Board Members at each Board Meeting
  7. submit an end-of-year accounting of income and expenditures to both the Board and Membership
  8. have such other powers and perform such other duties as may be prescribed by the Board or these By Laws.

Section 6.7
Removal and Resignation 
Any Officer many be removed, either with or without cause, by a two-thirds votes of the Board at any regular or special meeting of the Board.  Any Officer may resign at any time by giving written notice to the Board, the President, or the Secretary.  Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.8
Timing of Elections
The timing and conduct of election of officers should coincide with election of director pursuant to 5.3.

Section 6.9
Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by election by the Board.

Section 6.10
Compensation and Expenses
All elective Officers shall serve without salary.  Expenses incurred in connection with performance of their official duties may be reimbursed to Officers upon approval of the Board.

Section 6.11
Fiscal Year
The fiscal year of this association shall begin on first day of July and end on the last day of June of each calendar year.

Section 6.12
Annual Report 
The Board shall cause an annual report containing the information specified in Sections 321 and 6322 of the California Corporations Code to be sent to the Members of this Association within one hundred twenty (120) days after the close of this Association’s fiscal year.  The Annual Report may be contained within the Association’s newsletter or posted on the Association’s website.

Section 6.13
Bonding
All officers and authorized fiscal agents of the Association responsible for the receipt, custody or disbursements of Association funds shall give bond for the faithful discharge of their duties in such sureties as the Board shall require, and the fee for such sureties will be paid by the Association.

return to top

ARTICLE VII

EXECUTION OF ASSOCIATION CONTRACTS AND INSTRUMENTS


Section 7.1
Except as otherwise provided, no officer or agent shall have any power or authority to bind the association by any contract, to pledge its credit or to render it libel for any purpose or any amount.

return to top

ARTICLE VIII

AMENDMENTS


Section 8.1

Subject to the rights of Members under Article III, of these By Laws and the limitations set forth below, the Board may adopt, amend, or repeal By Laws unless the action would materially and adversely affect the Members’ rights to voting or transfer.  The Board may not extend the terms of a Director of the Board beyond that for which the Director of the Board was elected.

Section 8.2
Once Members have been admitted to the Association, the Board may not, without the approval of the Members, amend any By Law provision that would:

  1. fix or change the authorized number of Board Directors
  2. fix or change the minimum or maximum number of Board Directors
  3. change from a fixed number of Board Directors to a variable number of Board Directors or vice versa
  4. allow any Director of the Board to hold office by designation or selection rather than by election by the Members
  5. increase the quorum for Member’s meetings
  6. repeal, restrict, create, expand, or otherwise change proxy rights; or authorize cumulative voting

Section 8.3
New By-Laws may be adopted, or these By Laws may be amended or repealed, by approval of the Members. All amendments shall be dated and shall be recorded by the Secretary upon their adoption by the Membership.

Section 8.4
The Board shall adopt such Policies and Procedures as it shall deem appropriate for the orderly conduct of the California Mission Studies Association business.  These Policies and Procedures shall be published from time to time in a Manual.  The official copy of the Manual shall be maintained by the Secretary.

return to top

ARTICLE IX

DISTRIBUTION UPON DISSOLUTION


Section 9.1
Distribution Upon Dissolution
Upon the liquidation, dissolution, winding down, or abandonment of the Association, the assets remaining after the payment or provision for payment of all debts and liabilities of the Association shall be distributed as specified in the Association’s Articles of Incorporation.

Click here to read the previous CMSA By-Laws

return to top


All rights reserved. ©CMSA 2010.