CPA By-Laws

ARTICLE 1 – Name
The name of this organization is Citizens Planning Association of Santa Barbara County, Inc.

ARTICLE 2 – Purpose
The objectives of the Association are:
1. To protect the unmatched natural assets of Santa Barbara County and advocate for appropriate management and stewardship;
2. To alert residents of our region to the negative impacts of unregulated growth;
3. To cooperate with private groups and public offices in designing sound planning goals for our communities and surrounding countryside;
4. To conduct a broad education program on behalf of such objectives; and
5. To maintain a staff and center for their effective realization.

ARTICLE 3 – Membership
Section 1 - Definition
A member of the Citizens Planning Association:
1. May be an individual, organization, or business;
2. Supports the purpose and policies of CPA; and
3. Has paid the appropriate dues as defined by the Board of Directors.

Section 2 – Dues
Membership dues shall be established by the Board of Directors.

Section 3 – Joining
Any individual, organization, or business who fits the criteria outlined in Article 3, Section 1 may join. A person, organization or business formally joins by paying the appropriate dues. All new memberships are considered valid, unless objected to by a majority of the Board.

Section 4 – Voting
Any member (as defined in Article 3, Section 1) who is in good standing not less than 30 days prior to any election is eligible to vote.

ARTICLE 4 – General Membership Meetings
Section 1 – Regular Meetings
The regular membership meeting shall be held in May or June of each year, as determined by the Board of Directors.

Section 2 – Special Meetings
Special meetings may be called on no less than 2 (two) weeks’ notice to all members:
1. by the president, OR
2. upon written request of 10% of the current membership.
The notice to the membership of a Special Meeting must contain:
1. The purpose of the meeting, including a formal agenda, and
2. The person or persons who have called the meeting.

Section 3 – Quorum
A quorum shall consist of 10% of the current membership.

ARTICLE 5 – Officers
Section 1 – Officers of the Board
The officers shall be president, executive vice-president, northern vice-president, southern vice-president, secretary and treasurer. They shall perform the customary duties of these offices and such duties as are assigned by the Board. They shall be elected by the membership at the annual meeting, and serve a term of one year.

Section 2 – Nominations of Officers
Nominations for officers shall be made by the Board, or a committee appointed by the Board for this purpose. Additional nominations may be made by petition of any 10 (ten) members filed with the Secretary not less than 30 (thirty) days prior to the next membership meeting.

ARTICLE 6 – Board of Directors
Section 1 – Duties
The affairs of the Association between membership meetings shall be in the charge of a Board of Directors.

Section 2 – Composition & Terms
The Board shall not exceed 30 (thirty) members of the Association, each serving three year terms.

Section 3 – Election of the Board
Approximately one-third of the Board shall be elected annually at the membership meeting, or by mail ballot in lieu of election at the annual meeting, as the Board may determine.

Section 4 – Conflicts of Interest
No member of the Board may hold elected public office while serving on the Board. The Board may also determine that the holder of an appointed public office presents a conflict of interest, and remove said member.

Section 5 – Board Vacancies
The Board may fill vacancies between annual membership meetings. Terms of Directors so appointed shall expire at the next regular election.
The Board shall determine the number of vacancies to be filled each year no less than 60 (sixty) days prior to the annual meeting and inform the membership of the number of vacancies to be filled. Nominations for vacancies shall be made by the Board, or a committee appointed by the Board for this purpose. Additional nominations may be made by petition of any 10 (ten) members filed with the Secretary not less than 30 (thirty) days prior to the next membership meeting.

Section 6 – Honorary Board
The Board may, at its discretion, designate as honorary members of the Board of Directors, individuals who have made distinguished contributions to the goals for which Citizens Planning Association stands.

Section 7 – Removal from the Board
A board member who is absent from 3 (three) consecutive meetings of the Board without advance notice of good reason, shall be removed from the Board.

Section 8 – Board Meetings
The Board shall meet once per month. Special meetings may be called by the president, or the written request of no fewer than 5 (five) directors.

Section 9 – Quorum
A quorum shall consist of one-third of the sitting board.

ARTICLE 7 – Executive Committee
Section 1 – Purpose & Scope
The Executive Committee shall:
1. Supervise the execution of Board policies;.
2. Set monthly board meeting agendas in conjunction with the Executive Director;
3. Establish policies for the expenditure and commitment of funds, and the maintenance of checking and savings accounts.

Section 2 - Membership
The Executive Committee shall consist of the officers as outlined in Article 5, Section 1 above, as well as all chairs of permanent committees as defined in Article 10.

Section 3 - Meetings
The Executive Committee shall meet once per month or more often, as needed.

Section 4 – Quorum
A quorum shall consist of one-third of the sitting committee.

ARTICLE 8 – Executive Director
The organization may hire an Executive Director for the purpose of running the daily operations.

ARTICLE 9 – Committees
Permanent or temporary committees shall be established by the Executive Committee upon authorization of the Board membership. All committee chairpersons shall be approved by the Board of Directors. Non-members may be asked to serve on committees. A majority of each committee shall be members of the organization.

ARTICLE 10 – Amendments
These by-laws may only be amended by the membership at an annual meeting, or by mail ballot in lieu of voting at an annual meeting, or at a special duly-noticed meeting, as the Board may determine.
Amendments may be proposed by a majority of the Board of Directors or by no less than 10% of the current membership. Proposed amendments must be submitted in writing to the full membership not less than 30 (thirty) days prior to the vote.

ARTICLE 11 – Additional Matters
Any matter not covered by the above by-laws shall be handled in accordance with Robert's Rules of Order (Revised).

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