By-Laws

(Revised by membership June 21, 2005)

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

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

ARTICLE 3- Meetings
At its discretion, the board may decide to hold annual meetings of the Foundation to report to the community about its activities.

ARTICLE 4 – Officers of the Board
Section 4.1 - Officers
The officers shall be a president, a vice-president, a secretary and a treasurer.

Section 4.2 – Officers’ Duties
The officers shall perform the customary duties of these offices.

Section 4.3 – Appointment & Terms
Officers shall be appointed annually in June (for terms starting July 1) by a majority vote of the sitting board. Officer terms shall be one year. Officers may serve more than one term.

ARTICLE 5 – Officers’ Committee
Section 5.1 – Purpose & Scope
The Officers’ Committee shall supervise the execution of Board policies and handle procedural and organizational matters between board meetings. Whenever necessary for effective action, the Officers’ Committee may exercise the powers of the Board, and shall report to the Board at the next meeting.

Section 5.2 - Membership
The Officers’ Committee shall consist of the officers as outlined in Article 4, Section 4.1 above.

Section 5.3 - Meetings
The Officers’ Committee shall meet on an as-needed basis.

Section 5.4 – Quorum
Three members shall constitute a quorum of the Officers’ Committee.

ARTICLE 6 - Board of Directors
Section 6.1 - Duties
The affairs of the Foundation shall be in the charge of a Board of Directors.

Section 6.2 – Composition & Terms
The Board shall consist of 9 (nine) board members, each serving two-year terms. Board members may serve more than one term.

Section 6.3 – Board Vacancies
One half of the Board shall be appointed each June (for terms starting July 1) by a majority vote of a quorum of the sitting board. In addition, vacancies existing in off-year terms on the Board shall be appointed by the sitting board.

Section 6.4 – 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 by a majority vote of a quorum of the sitting board.

Section 6.5 – 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 Foundation stands, but who are unable to engage actively in the business of the Foundation.

Section 6.6 – 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 by a majority vote of a quorum of the sitting board.

Section 6.7 – 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 4 (four) directors.

Section 6.8 – Quorum
Five members shall constitute a quorum at meetings of the Board.

ARTICLE 7 - Executive Director
The organization may hire an Executive Director for the purpose of running the daily operations.

ARTICLE 8 – Committees
Permanent or temporary committees may be established by the president upon authorization of the Board. Non-members may be asked to serve on committees. At least one board member shall serve on each committee.

ARTICLE 9 – Amendments
These by-laws may be amended by a super-majority (two-thirds) vote of a quorum of board members present at a duly noticed meeting.
Amendments shall be considered by the board only if proposed by a minimum of three directors. A proposed amendment must be filed with the Board at least 15 days before adoption.

ARTICLE 10 - Additional Matters
Any matter not covered by the above by-laws or by adopted policy shall be handled in accordance with Robert’s Rules of Order (Revised).

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Citizens Planning Association & Foundation, 916 Anacapa Street, Santa Barbara, CA 93101
805-966-3979 (fax) 805-966-3970 Email: info@citizensplanning.org
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