ARTICLE 1 – Name
The name of this organization is Citizens Planning Association of Santa Barbara County.
ARTICLE 2 – Purpose
The purpose of the organization is to promote responsible land-use planning and environmental protection in Santa Barbara County.
ARTICLE 3 – Membership
This corporation shall have membership, which shall consist of the Board of Directors, the Officers, and all other persons or entities which may be subject to qualification or classification by the Board of Directors from time to time, as provided for in these by-laws. Members shall be entitled to all rights under the California Nonprofit Public Benefit Corporation Law.
Section 1 - Definition
A member of this organization:
- May be an individual, organization, or business;
- Supports the purpose and policies of this organization; and
- 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 3.1 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. All Members in good standing of the Citizens Planning Association of Santa Barbara as of the time of the merger shall be Members in good standing of the Citizens Planning Foundation upon the effective date of the merger.
Section 3.4 - Voting
Any member (as defined in Article 3, Section 3.1) who is in good standing not less than 30 days prior to any election is eligible to vote.
ARTICLE 4 - Officers of the Board
The officers shall be a president, an executive vice-president, a north county vice president, a south county vice president, a secretary, and a treasurer.
Section 4.1 - Officers
The officers shall be a president, an executive vice-president, a north county vice president, a south county 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 elected annually in May or June (for terms starting July 1) by a majority vote of a quorum of the membership. Officer terms shall be one year. Officers may serve more than one term.
ARTICLE 5 –Executive Committee
Section 5.1 – Purpose & Scope
The Executive Committee shall supervise the execution of Board policies and handle procedural and organizational matters between board meetings. Whenever necessary for effective action, the Executive Committee may exercise the powers of the Board, and shall report to the Board at the next meeting.
Section 5.2 – Committee Membership
The Executive Committee shall consist of the officers as outlined in Article 4, Section 4.1 above, and the chairpersons of all standing committees of the organization.
Section 5.3 - Meetings
The Executive Committee shall meet monthly. It may also meet more often on an as-needed basis.
Section 5.4 - Quorum
A majority of sitting Executive Committee members shall constitute a quorum of the Executive Committee.
ARTICLE 6 - Board of Directors
Section 6.1 - Duties
Between membership meetings, the affairs of the organization shall be in the charge of the Board of Directors.
Section 6.2 – Composition & Terms
The Board shall be composed of a minimum of 11 (eleven) and maximum of 21 (twenty-one) board members, each serving 3 (three) year terms. Board members may serve more than one term.
Section 6.3 – Election of the Board
Approximately one-third of the Board shall be elected (for terms starting July 1) by the membership at the annual membership meeting, or by mail ballot in lieu of election at the annual meeting, as the Board shall determine.
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 – 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 to fill 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 45 (forty-five) days prior to the next membership meeting.
Section 6.6– 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 Foundation stands, but who are unable to engage actively in the business of the Foundation.
Section 6.7– Removal from the Board
A board member who is absent from 3 (three) consecutive meetings of the Board without advance notice of good reason, may be removed from the Board by a majority vote of a quorum of the sitting board.
Section 6.8– 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 4 (four) directors.
Section 6.9 – Quorum
A majority of the directors shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board, subject to the stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the board, and (d) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
ARTICLE 7 - Executive Director
The organization may employ an Executive Director for the purpose of running the daily operations.
Standing (permanent) or temporary committees may be established by the president or Executive Committee upon authorization of the Board. All committee chairpersons shall be approved by the Board of Directors. Chairpersons of all standing or temporary committees must be members of 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 9 - General Membership Meetings
Section 9.1 - Regular meetings
The regular membership meeting shall be held in May or June of each year, as determined by the Board of Directors.
Section 9.2 - 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 9.3 - Quorum
A quorum shall consist of 10% of the current membership.
Amendments to these by-laws that would materially and adversely affect the members' rights as to voting, wind up, or transfer of the organization, or which would extend a board member's term beyond what is in the by-laws, may only be made by a majority vote of a quorum of the membership at an annual meeting, or by mail ballot, or at a special duly noticed meeting, as the Board may determine.
Amendments to these by-laws not falling within the above-mentioned limitations may be made by a majority vote of a quorum of the Board at a duly noticed meeting, or by a majority vote of a quorum of the membership at an annual meeting, or by mail ballot, or at a special duly noticed meeting, as the Board may determine.
Amendments shall be considered by the Board only if proposed by a minimum of three directors or by no less than 10% of the membership. Amendments to be considered by the membership must be submitted in writing to the full membership not less than 30 (thirty) days prior to the vote or vote deadline. Amendments to be considered by the Board must be submitted in writing to the Board at least 15 (fifteen) days before the vote.
ARTICLE 11 - 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).