MEETINGS OF MEMBERS
Section 1. PLACE OF MEETINGS:
Meetings of Members shall be held at any place within or without the State of California designated by resolution of the Board.
Section 2. ANNUAL BUSINESS MEETING:
The annual business meeting of the Members of the Association shall be held each year on a date and at a time designated by resolution of the Board and shall be held during the annual Association meeting.
Section 3. NOTICE OF MEMBERS' MEETINGS:
Whenever Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, in accordance with Section 4 of this Article of these By Laws, to each Member entitle to vote at that meeting. The notice shall specify the place, date, and hour of the meeting and,
(1) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or
(2) for the annual meeting, those matters that the Board at the time notice is given, intends to present for action by the Members. At the President's discretion, he or she may receive a brief oral or written communication not to exceed 5 minutes from Members of the public regarding items not on the agenda.
Section 4. MANNER OF GIVING NOTICE:
Notice of any meeting of Members shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally, or by other means of written communication, charges prepaid, and shall be addressed to each Member entitled to vote, at the address of that Member appearing on the books of the Association or at the address given by the Member to the Association for purposes of notice. If no address appears on the Association's books and no address has been so given, notice shall be deemed to have been given if either
(1) notice is sent to that Member by firstclass mail or telegraphic or other written communication to the Association's principal office or
(2) notice is published at least once in a newspaper of general circulation in the county in which the principal office if located.
Section 5. QUORUM AND VOTE:
Quorum Twenty percent (20%) of the voting power shall constitute a quorum for the transaction of business at any meeting of Members provided.
(b) Voting Each Member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the Members.
At the option of the Board, any action which may be taken at any regular or special meeting of the Members may be taken without a meeting if a written ballot is distributed to every Member, setting forth the proposed action, providing an opportunity for the Member to specify approval or disapproval of any proposal on which the Membership is entitle to take action, or to abstain, and providing a reasonable period of time within which to return the ballot to the Association. Ballots must be received by the Association within the time specified from a number of Members at least equal to the quorum applicable to a meeting of the Members. All written ballots shall be filed with the Secretary of the Board and a record shall be maintained in the Association's records. All ballots shall be numbered.
If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the Members, unless the vote, of a greater number is required by the California Nonprofit Public Benefit Corporation Law or by the articles of incorporation. Use of proxy voting in any form is prohibited.
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 make 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.
THE BOARD OF DIRECTORS
Section 1. FUNCTIONS: The powers of the Association shall be exercised, its properties controlled, its affairs conducted, and its business managed by or under the direction of the Board of Directors (Board). The Board may delegate the management of the day to day operation of the business of the Association as deemed most fit and proper, provided that the business and affairs of the Association shall be managed and all Association powers shall be exercised under the ultimate direction of the Board. In addition, the Board shall have the authority to:
(a) Fix the compensation of the Board for expenditures from services rendered to it in any lawful capacity.
(b)Call meetings of the Membership and appoint a time and place for the holding of same.
(c) Submit amendments to the By Laws requiring Member approval to the Membership for
(d) Appoint and remove all agents and employees, fix their compensation and define their duties.
(e)Approve the annual budget for the Association.
(f) Solicit and accept gifts, contributions and donations on behalf of the Association.
g) Conduct and closely supervise the annual election for all elective Officers, and the Board.
Section 2. QUALIFICATIONS AND NUMBER:
A Board Director must be a Member in good standing of the Association. The authorized number of the Board shall not be less than nine (9), excluding ex officio Members, nor more than fifteen (15). The exact number shall be set by resolution of the Board.
Section 3. ELECTION:
The founding Board with the enactment and approval of these By Laws by a majority of the Members of the Association will be nominated at the first annual business meeting held under these By Laws by Members attending said business meeting.
Section 4. TERM:
(a) The term of office of the Board of Directors will be for a period of three (3) years. Any elected Member may be reelected for an additional term of three (3) years, but cannot serve more than two consecutive terms. Any person elected to an unexpired term will be eligible for two (2) additional terms of three (3) years.
(b) Initially one-third (1/3) of the elected Board will be elected for a one (1) year term, one-third (1/3) for a two (2) year term and onethird (1/2) for three (3) year term, as determined by lots drawn by the Members of the founding Board. This initial draw will establish the length of terms to be filled in subsequent elections.
Section 5. REMOVAL AND RESIGNATION:
The entire Board or any individual Member may be removed from office with or without cause by approval of the majority of the then current Membership. The Board may declare vacant the office of any Member who has been declared of unsound mind by an order of Court or convicted of a felony or if the Member has breached his or her duty as specified in Article 3 (commencing with Section 5230) of the California Corporation Code or any successor provision. Any Director of the Board may resign at any time by giving written notice to the Board, the President, or the Secretary of the Association. Any such resignation shall take effect at the date of the 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. 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.
INDEMNIFICATION OF ASSOCIATION AGENTS
Section 1. INDEMNIFICATION:
The Association may 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.
(a) REGULAR MEETINGS:
Regular meetings of the Board shall be held at least quarterly at such a time and at any place within or without the State of California, which have been designated in any notice of the meeting or at the time and place designated by resolution of the Board. No notice shall be required for regular meetings for which time and place have been fixed by the Board.
(b) SPECIAL MEETINGS:
Special meetings of the Board for any purpose or purposes may be called at any time by the President or any three (3) Board Directors upon notice to each Director of the Board. Notice shall be given either by
(1) personal delivery of written notice;
(2) firstclass mail, postage prepaid; or
(3) by telephone directly to the President. Written notice shall be deposited in the mail at least four days before the meeting date. Personal delivery or telephone notice shall be given at least 48 hours before the time set for the meeting.
Section 2. QUORUM AND ACTION:
A majority of the authorized number of Board Directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the Board Directors in office shall constitute a quorum, provided such majority shall constitute at least onethird (1/3) of the authorized numbers of Board Directors. A majority of Board Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to each Director of the Board. Board Directors may participate in a meeting through the use of conference telephone or similar communications equipment, 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 Board Directors, provided that any action which may be taken is approved by at least a majority of the required quorum for such meeting.
Section 3. COMMITTEES:
(a) The Board may designate one or more committee(s) to undertake specific assignments in behalf of the Association. The composition and charge to such committees shall be at the discretion of the Board.
(b) There shall be the following Standing Committees: Religious Concerns, Material Culture, Cultural Development, Financial Concerns, Outreach Newsletter and Documentation and Archive, Preservation and Technology. Chairs of the Standing Committees shall be Board Directors andbe appointed by the Board.
OFFICERS
Section 1. OFFICERS:
The Officers of the Association shall be President, Vice President, Secretary and Treasurer. 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 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 one (1) year.
Section 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. He/she shall preside over all Association and Board meetings. Except as otherwise expressly provided by law, by the Articles of Incorporation or these By Laws, he/she shall execute all contracts and instruments in writing of the Association after approval thereof by the Board and shall sign checks or orders against the funds or monies of the loan association, bank or trust company or shall give cause to execute these contracts and instruments and sign checks or orders against such funds or monies by the Association's Treasurer. All transactions shall be duly recorded in the Association in the Association's financial records. The President, if any and present and acting, or absent, the Vice President, shall preside at all Board meetings, if neither officer is present, the Board may elect a chairperson for that meeting.
Section 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 5. SECRETARY:
The Secretary shall:
(1) keep or cause to be kept a book of minutes at the principal office (or at such other place as the Board may order) of all meetings of the Board 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) certify and keep at the principal office or at such other place as the Board may order, the original or a copy, of these By Laws, the Articles of Incorporation and the Policies and Procedures of the Association, as amended or otherwise duly modified to date.
(3) keep or cause to be kept at the principal office or at such other place as the Board may order, a Membership Roster showing the names of the Members in good standing, and their addresses.
(4) give or cause to be given notice of all the
(5) shall have such other powers and perform such other duties as may be prescribed by the Board and the By Laws.
Section 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.
(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) shall 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) shall have caused to have taken proper vouchers for all disbursements of the funds from the Association and
(7) shall have such other powers and perform such other duties as may be prescribed by the Board or the By Laws.
Section 7. SUBORDINATE OFFICERS:
The Board may appoint such other Officers as the business of the Association may require each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By Laws or as may be prescribed from time to time by the Board.
Section 8. REMOVAL AND RESIGNATION:
Any Officer may be removed, either with or without cause, by a majority 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 9. ASSOCIATION ELECTIONS:
The annual Association ballot election shall be held at the Annual Meeting.
Section 10. 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 11. COMPENSATION AND EXPENSES:
All elective Officers shall serve without salary. Expenses incurred in connection with performance of their official duties may be reimbursed to Board Officers upon approval of the Board.
Section 12. FISCAL YEAR:
The fiscal year of this corporation shall end on the last day of June of each calendar year.
Section 13. 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.
EXECUTION OF ASSOCIATION CONTRACTS AND INSTRUMENTS
The Board may authorize one or more officers or agents to enter into any contract or to execute or deliver any instrument in the name and on behalf of the Association. Such authority may be general or confined to specific instances and, unless so authorized by the Board, no Officer or agent shall have any power or authority to bind the Association by any contract or engagement, to pledge its credit or to render it liable for any purpose or in any amount.
BOOKS AND RECORDS
Section 1. RECORDS:
The Association shall keep at its principal office or at a place determined by resolution of the Board:
(1) the original or a copy of these By Laws as amended to date.
(2) adequate and correct books and records of account
(3) shall keep minutes of the proceedings of its Members, board and committees, if any,
(4) and a record of its Members, giving the names and addresses of each. All books and records to be kept by the Association shall be kept in written form or in any other form capable of being reduced to written form. All records of the Association shall be open to Members upon a reasonable notice.
Section 2. RECORD OF PAYMENTS: All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable by the Association, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by the Board.
AMENDMENTS
Section 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 as to voting or transfer. The Board may not extend the term of a Director of the Board beyond that for which the Director of the Board was elected.
Section 2. Once Members have been admitted to the Association, the Board may not, without the approval of the Members, specify or change any By Law provision that would:
(a) Fix or change the authorized number of Board Directors.
(b) Fix or change the minimum or maximum number of Board Directors, or
(c) Change from a fixed number of Board Directors to a variable number of Board Directors or vice versa.
Without the approval of the Members, the Board may not adopt, amend, or repeal any By Laws that would:
(a) Increase or extend the terms of the Board;
(b) Allow any Director of the Board to hold office by designation or selection rather than by election by the Members;
(c) Increase the quorum for Member's meetings;
(d) Repeal, restrict, create, expand, or otherwise change proxy rights; or authorize cumulative voting.
New By Laws may be adopted, or these By Laws may be amended or repealed, by approval of the Members.
Section 3. 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 fees for such sureties will be paid by the Association.
Section 4. POLICIES AND PROCEDURES OF THE ASSOCIATION:
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.
DISTRIBUTION ON DISSOLUTION
Section 1. DISTRIBUTION ON 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.
I certify that I am the duly elected and acting Secretary of California Mission Studies Association, a California nonprofit public benefit corporation, that the above By Laws, are the By Laws of this Association as adopted by the Board and Association Members on February 16, 1996, and that they have not been amended or modified since that date.
Executed on February 16, 1996 at San Francisco, California.
Leo Barker, Secretary
