Valley Springs Area Business Association Bylaws
Names and Principal Place of Business Section 1.
The name of this Corporation shall be the Valley Springs Area Business Association, Inc.
The principal office for the transaction ofbusiness shall be located in the Greater Valley Springs Area. The mailing address is to P.O. Box 848, Valley Springs, California 95252.
Purpose of the Organization Section IA.
This Corporation is a nonprofit public benefit corporation and is not organized for the gain of any
person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purpose.
The specific purpose of this Corporation is to enhance and promote business entities within this community and improve, promote and assist the development of the greater Valley Springs area business community in Calaveras County, California. We have informative luncheons for all members each month and programs to enlighten local and county activities to our group.
We also raise funds to give school scholarships, promote youth activities, and sponsor the Christmas Parade and work to improve the environment in this area. (Article 11 cannot be amended or revised without approval of the Secretary of State, Articles of Incorporation.)
Membership and Dues Section 1.
Eligibility: All persons, firms and corporations interested in the civic and economic well-being of the service area of the Valley Springs Area Business Association who desire to preserve and promote the objectives of the corporation herein known as the Valley Springs Area Business Association (VSABA), shall be eligible for membership. Associates (individuals) shall not exceed 25% of the total membership. (Amended 11/09/12).
Dues: Membership dues shall be designated from time to time by the Board of Directors. These fees will be for one full year from date paid. The Board may classify membership and prescribe differentials of dues for different classes of membership. (Amended 11/09/12).
Members whose dues are current are eligible to participate in all activities. Only members whose dues are current are entitled to vote for the Board of Directors.
The annual dues are $30.00 for businesses or organ izat ions, $20.00 for associate ( ind ividua l), and
$10.00 for Citizens of the Year through 2009, which may be increased or decreased by a two-thirds (2/3) vote of the full Board of Directors. (Amended 3/17/93, l 0/11/06 and 11/09/12).
No member or Board member shall use the Valley Springs Area Business Association (VSABA) name, logo or title along with his or her own in support of any political campaign, activity or person. (Amended 11 /09/ J 2).
Board of Directors Section 1.
Definition: The number of Directors shall be at least seven (7) and not more than ten (10). (Amended
2/03/95, 1/07/02, and 1/06/06).
Powers and Responsibilities: The Board shall have the authority to adopt Bylaws and to alter, amend Bylaws upon a majority vote of the Directors eligible to vote , or may propose such changes by a majority vote for adoption. The Board of Directors shall implement , support and carry out the policies of the regular membership, including these Bylaws and shall exercise all powers conferred by the laws of the State of California. (Amended 11/09/12).
Elections: Elections for Directors shall be held annually the last week of November. Four Directors shall be elected in the even years and the remaining members of the Board in the odd years. Term of Directors shall be for 2 years beginning January 1 following elections. Ballots will be mailed to all members whose dues are current in November of every year. A simple majority of votes cast is needed. (Amended I /06/06).
Exception to Section 3: If not enough members volunteer to run for a position on the board, the remaining board members by a majority vote, may appoint new board members to serve two year terms to maintain the minimum seven (7) but no more than IO as required by these Bylaws. (Amended 11/20/11).
Vacancy: Any vacancy on the Board of Directors shall be filled by a majority vote of the remaining Directors. A vacancy shall be declared when a director submits a written resignation or has three (3) consecutive unexcused absences from the monthly board meetings. Prior notification, written or oral, to the Secretary will constitute an excused absence.
Suspension or Expulsion: Any Director may be suspended or expelled from the Board of Directors by a 2/3 vote of the full Board of Directors at any meeting, for conduct unbecoming a member , after due notice and an opportunity for a hearing.
Meetings: The Board of Directors shall hold the annual membership meeting during the first forty five (45) days of every year at a place designated by the Board. (Amended 1/06/06). Thereafter, all the regular membership meetings are to be scheduled by Board with timely notice to membership. (Amended 11/09/12).
Quorum: At all meetings of the Board of Directors and at any of its committee meetings , a majority of its Members shall constitute a quorum. Every measure /mot ion placed before the Board of Directors to be voted upon shall require a majority vote of the Directors present for passage, with the exception of election or removal of any Board member that requires a two-thirds vote of all board members. (Amended 11/09/12).
Voting: Each member of the Board of Directors shall be entitled to one vote. No Proxy votes shall be permitted, how ever Directors may vote by e-mail if unable to attend a meeting, said email votes shall be printed and kept as part of meeting minutes. A simple majority vote shall constitute passage of any item of business, except as otherwise specified in these Bylaws. The Chairman will vote when a two thirds (2/3) vote is required. (Amended 11/09/12).
Liability: No Director acting within the scope of their authority on behalf of the Corporation shall be held personally liable for such acts.
Officers Section 1.
The Officers of this Corporation shall be a Chairman, Vice-Chairman, Secretary, and a Treasurer. All
Officers shall be appointed by the full Board of Directors to serve one year term, with the exception of Treasurer or until removed from office by a two-thirds (2/3) vote of the full Board of Directors. The Treasurer's position shall be a permanent position unless the person holding this position resigns or is asked to resign by a majority of the board. (Amended 12/15/07).
Responsibility: All Officers are subordinate and responsible to the Board of Directors
Duties of the Chairman: The Chairman shall reside over the affairs of this Corporation with the help and direction of the full Board of Directors. The Chairman shall prepare the annual budgets with the help of all the Board members. The Chairman will prepare the agenda and preside over each meeting, and see to it that the agenda is followed. The Vice-Chairman will act in his or her behalf during any absences. (Amended O l /06/06).
Duties of the Secretary: The Secretary will be responsible for all records and papers of this Corporation and make them available for examination by the Directors after reasonable notice. The Secretary shall give notice as required by law of all meetings of the Board of Directors. The Secretary shall record and keep the minutes of all meetings and shall have custody of the Corporate Seal and affix it to such documents as require attestation. Secretary shall disperse all minutes within ten (10) days of any board meeting. This shall be done by email, mail or fax. (Amended 11/09/12).
Duties of the Treasurer: The Treasurer shall have custody of the Corporation funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may , from time to time , be designated by the Board of Directors. The Treasurer shall give monthly reports on the status of the corporation funds at each scheduled Board of Directors meetings. The Treasurer shall be responsible to see that individual Committee Chair(s) do not spend funds not allocated in the budg et, unless approved by a majority vote of the board. (Amended 11/09/12) .
Executive Manager Section 1.
Responsibility: An Executive Manager may be appointed or employed by the Board of Directors to
execute the objectives of the Corporation.
Duties: The Executive Manager will assist the Officers and Directors in helping them carry out their responsibilities.
The Executive Manager will be appointed or employed by the Board of Directors at a time when the Board deems it necessary.
Definition: A group of members, whose dues are current, appointed by a majority vote of the full Board of Directors to assist the Officers and Directors to carry out their du ties, under Board direction, and to give additional advice and input when requested during Board meetings. The number of Advisory Board members will be at the discretion of the Board. The immediate past-chairperson automatically becomes an advisory board member, unless re-elected to the Board or declines to serve. (Amended 11 /09/1 2).
Voting: The Advisory Board is not entitled to vote on business transactions or place a motion before the Board.
Term of Office: The term of office for an Advisory Board Member shall be one year beginning January 1 and ending December 31.
Suspension or Expulsion: Any Advisory Board member can be removed from the Advisory Board by a majority vote of the full Board of Directors for conduct unbecoming a member, after notice and opportunity for a hearing.
Resignation: Any Advisory Board member may resign at any time, upon notification of the Board in writing.
Committees Section 1.
Appointment: The Board of Directors by majority vote of the full Board shall authorize and define the purpose and responsibilities of such comm ittees, as it shall deem necessary. The Board by majority vote will appoint the Chairman of such committees or a board member may volunteer to serve as a Committee Chair. The Committee Chair may then select their own committee members. It is the Committee Chair's responsibility for all aspects of their committee, i.e. locations of event, pricing, etc., and to keep said committee in budget. Committee Chair is responsible to keep the Board of Directors apprised of the progress being made and/or any problems. (Amended 1 1 / 09/12).
Expenses: Committees may not incur expenses unless a provision has been made in the Annual budget or the Board of Directors has given prior approval.
Members: The Board of Directors will preside at an Annual meeting to be held during the first 45 days of each year, with time and place of the meeting to be selected by the Board. All members will be notified in writing of the date, time and place of the meeting. The primary purpose of such meeting will be to introduce the current year Board of Director s, review the financial activities for the past year and reveal the proposed budget for the current year.
Special Meetings: the Board of Directors will announce special meetings for the membership and public.
Finance Section 1.
Budget: The budget of the Corporation shall be approved by a majority vote of the Board of Directors and shall conform to the fiscal year, which shall be the period of Januar y 1 to December 31 of each year. Any revision made to the budget during the fiscal year must receive a majority vote of the full Board of Directors.
Annual Audit: An annua l, independent audit shall be caused to be prepared by the Treasurer and shall be presented to the Board of Directors during the first forty-five (45) days of the following year for which such audit was prepared. (Amended 11/09/1 2).
Amendment of Bylaws Section 1.
The Bylaws may be amended or repealed by a two-thirds (2/3) vote of the full Board of Directors.
Dissolution Section 1.
Procedure: The Corporation is one that does not contemplate pecuniary gains or profit to the members thereof. It is organized solely for non-profit purposes. Upon the dissolution of this Corporation, after paying or adequately providing for the debts and obligations of the Corporation the remaining assets
shall be distributed to a non-profit fund, found ation, or corporation which is organized exclusively for charitable and/or educational purposes and which has established exempt status under Section 50l(C)(4) of the Internal Revenue code. If this corporation holds any assets in trust, such assets shall be disposed of in such manner as may be directed by the Superior Court of the county in which this Corporation's principal office is located, upon petition therefore by the Attorney General, or by any person concerned in the liquidation.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of The Valley Springs Area Business Association, Inc, and that the above Bylaws, consisting of six (6) pages, are the Bylaws of this Association as adopted by the Association's Board of Directors on November 9, 2012 , and that they have not been amended or modified since that date.
ls/Secretary: Norma Snyder