1999 Bylaws Revision
- Last Updated: 2006-06-08
Notice Re: Bylaws Revision
On November 16, 1999, The Arc - South Bay Board of Directors amended the bylaws as follows:
Article 1
Article II, Section 1
Article III
Article IV, Sections 2 and 6
Article V, Sections 1 * and 2
Article VI, Sections 4 and 6 *
Article IX, Sections 2 *and 3 *
Article XI, Section 1
Article XII, Sections 1 and 7
Changes that were strictly housekeeping in nature are unmarked above (e.g., name and address updates). Those marked with an asterisk were changes affecting the content (e.g., election procedure).
BYLAWS
The name of this association shall be The Arc-South Bay.
Section 1. Principal Office
The principal office for the transaction of the business of the association is located at 1735 W. Rosecrans Avenue, Gardena, Los Angeles County, California. The directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these bylaws opposite this section, or this section may be amended to state the new location.
Section 2. Other Offices
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the association is qualified to do business.
ARTICLE III
OBJECTIVES AND PURPOSES
The purpose of this association shall be to promote the general welfare of people with mental retardation and other developmental disabilities.
Section 1. Members-Qualifications
Any person eighteen years of age or older, dedicated to the purpose of this association, shall be eligible for membership upon acceptance of his/her application by the Board of Directors and payment of such dues and initiation fees as may from time to time be fixed by the Board of Directors. Members may vote, hold office, and otherwise participate according to the constitution and these bylaws.
Section 2. Association Members-Qualifications
Other persons, who do not wish to hold voting rights, and organizations, agencies, or persons specifically denied voting rights, shall be eligible for associate memberships. Associate members may not hold office nor are they entitled to vote. They may attend meetings and other corporation activities, and are entitled to receive publications of the association, its state and national affiliates on programs and activities for people with mental retardation and other developmental disabilities.
Employees of the association and the immediate families of said employees are eligible for associate memberships.
Section 3. Reference to Membership
Any reference to "members" or "membership" in these bylaws shall refer to members and associate members except as it pertains to voting rights or procedures, which in these cases shall apply to members only.
Section 4. Allotted Votes Per Membership
Membership shall be on an individual basis with each member having one vote.
Section 5. Duration
Membership shall be on an annual basis, extending one year from the date the application and dues payments are received at the association office. The Board of Directors reserves the right to reject any membership application. Renewal within thirty (30) days of expiration shall be deemed to provide continuous membership. The membership chairperson shall notify each member of the expiration date of his or her membership at least thirty (30) days prior to expiration. Termination shall be automatic if renewal application with membership dues is not received within thirty (30) days from expiration.
Section 6. Fees, Dues and Assessments
Each member in good standing must pay, within the time and on the conditions set by the Board of Directors, the initiation fee and annual dues in amounts to be fixed from time to time by the Board of Directors. The dues and fees shall be equal for all members of each class, but the Board of Directors may set different fees and dues for each class. The membership will be notified in writing of the yearly dues and any changes thereto at least thirty (30) days prior to the effective date. All memberships include local, state and national privileges.
Section 7. Transfer of Memberships
No member may transfer a membership or any right arising from it. All rights of memberships cease on the member's death.
Section 8. Members in Good Standing
Only members in good standing at the time of the call for the election or vote by the Board of Directors shall be eligible to hold office or to vote. Members in good standing are defined as those persons whose dues are not more than thirty (30) days overdue, and who have been members at least thirty (30) days prior to the last day to cast a ballot or vote in said election.
Section 9. Termination of Membership
(a) Causes of Termination. The membership of any regular member shall terminate upon occurrence of any of the following events:
(i) The resignation of the member.
(ii) The failure of a member to renew his/her membership for the following year by not paying annual dues within the times set forth by the Board of Directors.
(iii) The determination by the Board of Directors, or a committee designated to make such determination, that the member has failed in a material and serious degree to observe the rules of conduct of the association, or has engaged in conduct materially and seriously prejudicial to the interests of the association.
(b) Procedure for Expulsion. If the Board of Directors determines that a member has failed in a material and serious degree to observe the rules of conduct of the association or has engaged in conduct materially and seriously prejudicial to the interests of the association, the following procedures shall be followed:
(i) The president shall notify the member charged not less than fifteen (15) days prior to the expulsion date of the proposed action. If the member charged requests an opportunity to be heard, the date for said hearing shall be at least five (5) days prior to the expulsion date. The hearing shall be conducted by the officers of the association. The officers upon hearing the case will determine if expulsion or suspension is appropriate. When the member charged has been heard, a majority vote of the officers present, but in no event less than three votes, shall be required to expel or suspend the member.
(ii) A member thus expelled or suspended may appeal to the Board of Directors at its next regular meeting where the evidence and the member's statements shall be reviewed.
A majority vote of the Board of Directors, a quorum being present, shall be required to sustain the action of the officers or to reinstate the member.
(iii) Failure of the member to appear at either a meeting of the officers or during his appeal to the Board of Directors shall signify his acceptance of expulsion or suspension as determined by the officers of the association. Re-application is permissible only when the member can demonstrate to the membership chairperson that the conditions warranting the expulsion or suspension no longer exist.
(iv) A member may bring a complaint against another member in writing presenting evidence to substantiate the accusation, to the Board of Directors.
(v) Should the President be the member charged, he/she shall yield to the First Vice President, who shall proceed as outlined above.
(vi) Any member charged with conduct causing the Board of Directors to determine that expulsion is in order shall be notified of his/her rights relating to the above expulsion procedures.
Section 1. Mandatory Membership Meetings
There shall be one mandatory meeting each year for the conduct of business of the association and for members to be heard. This meeting shall be announced to the membership in writing at least thirty (30) days before the date set by the Board of Directors. This meeting shall be held in January and shall be the Annual Meeting and Installation of Directors.
Section 2. Other Membership Meetings
Such meetings shall be held at the call of the President. The purpose of such meetings shall be to provide the membership with information and reports on the programs and progress of the association; to provide the membership with research results and developments of national, state and local interest affecting people with mental retardation and other developmental disabilities. Unless the call for the membership meeting lists issues to be voted on by the membership, thereby constituting a concurrent "special meeting", or unless a quorum of one third (1/3) of the total membership is present for debate, no issues which affect the assets of the association shall be voted upon at membership meetings. If a vote is to be taken, written notice of the meeting shall be given not less than ten (10) nor more than ninety (90) days prior to the meeting. However, if notice is given by mail and not mailed by first class, notice shall be given not less than twenty (20) days before the meeting.
Section 3. Special Membership Meetings
Special membership meetings may be held at the request of the President, three (3) directors, or on the request of five (5) percent of the membership. Such requests must be in writing, stating the specific purpose, and must be signed by the requestor(s). Such request must be directed to the Secretary of the Board of Directors care of the principal place of business of the association. Upon request from the requisite number of directors or members, the president shall call the meeting not less than thirty-five (35) days nor more than ninety (90) days following the request. Written notice shall be given to the members according to the guidelines in Article V, Section 2.
Section 4. Notice of Members' Meetings
(a) General Notice Contents: The notice of membership meetings shall specify the place, date, time and;
(i) In the case of a special meeting the general nature of the business to be transacted. No other business may in that case be transacted, or
(ii) In the case of the annual meeting, those matters which the Board of Directors, at the time of notice, intends to present for action by the members.
(b) Affidavit of Mailing Notice: An affidavit of the mailing or other means of giving any notice of any members' meeting may be executed by the Secretary, assistant secretary, or any transfer agent of the association giving the notice, and if so executed, shall be filed and maintained in the minute book of the association.
Section 5. Quorum
(a) Requirements: A quorum shall consist of ten (10) percent of all voting members in good standing, and shall include all mail ballots in possession of the Elections Committee on any announced issue requiring the vote. For unannounced issues, the quorum shall be one third (1/3) of the total membership including those present and mail ballots received by the Elections Committee.
(b) Loss of Quorum: The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
Section 6. Action by Written Consent Without a Meeting
(a) General: Any action that may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice upon compliance with the provisions of this section.
(b) Solicitation of Written Ballots: The association shall distribute one written ballot to each member entitled to vote; such ballots shall be mailed or delivered in the manner required by Article V, Section 3 for giving notice of special meetings. All solicitations or votes by ballot shall:
(1) Indicate the number of responses needed to meet the quorum requirement;
(2) state the percentage of approvals necessary to pass the measure(s); and
(3) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall:
(i) set forth the proposed action; and
(ii) provide the members an opportunity to specify approval or disapproval of each proposal, if more than one proposal is set forth.
(c) Quorum; Majority: Approval by written ballot, pursuant to this section, shall be valid only when the number of votes cast within the time specified, equals or exceeds the quorum required to be present at a meeting authorizing the action; and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d) Revocation: No written ballot may be revoked after delivery to the association or deposit in the mails, whichever first occurs.
(e) Filing: All such written ballots shall be filed with the secretary of the association and maintained in the association records for a minimum of one year.
Section 1. Number of Directors
The Board of Directors shall consist of fifteen (15) members, twelve (12) elected by the membership and three (3) appointed by the president and approved by the Board of Directors. There may be ex-officio members as referred to in Article VI, Section 10.
Section 2. Qualifications
Only voting members in good standing may serve on the Board of Directors. No employee, or immediate family member of said employee of this association, or employees of other associations for mentally retarded persons, state recognized district organizations, state and national organizations for the retarded shall serve as an officer or director of this association.
There may not, otherwise than ex-officio members, be two or more board members from the same household nor from the following direct relationship: spouse, parent or stepparent, child or stepchild, uncle or aunt, niece or nephew, first cousin, sibling (full or half).
Section 3. Terms of Office
Elected members of the Board of Directors shall serve for a term of three (3) years from their installation following their election or until a qualified successor can be appointed. They shall take office upon installation at the annual general meeting following their election. This annual general meeting is to be held no later than the Sunday preceding the fourth Thursday in January. There shall be three (3) classes of directors with four (4) elected each year to serve full three (3) year terms. No director shall serve more than two consecutive three (3) year terms. The term of office for appointed directors shall be for the term(s) of the president making such appointments.
Section 4. Election and Removal
The voting members in good standing shall nominate elected members of the Board of Directors as outlined in Article IX, Section 2. The directors shall be elected by a majority of a quorum of members in good standing voting in said election. The election of directors shall be conducted by mail ballot to all members in good standing according to the records of the Membership Committee Chair at the date of the November Call for Nominations.
Any officer or director may be removed for activities detrimental to the association by action of the membership or the Board of Directors as stipulated in Article IV, Section 9.
The Board of Directors by three-fourths (3/4) vote of a quorum present at any regular or special meeting may declare an office or directorship vacant without prejudice to the holder after a period of ninety (90) days of absence or inactivity without good cause.
Vacancies on the Board of Directors shall be filled by appointment of the President and approval of the Board of Directors to fill the unexpired term of the position vacated.
Section 5. Meetings
The Board of Directors shall hold a regular meeting once a month, such day of the month to be established by the Board of Directors, unless the Board votes otherwise.
Special meetings of the Board of Directors may be called by the presiding officer or by the Secretary upon the written request of three board members, at any time with not less than forty eight (48) hours' notice.
Each meeting may include an Executive Session attended only by members of the Board of Directors and concerned parties at the pleasure of the Board of Directors for the purposes of discussing privileged matters of the association and protecting the rights of third parties.
Section 6. Quorum and Attendance
One half of the Board of Directors, including either the President or First Vice President, shall constitute a quorum.
Members may attend board meetings. They may express their views when requested to do so or when they have previously requested a place on the agenda through the President or Secretary.
Section 7. Authority and Responsibilities
The governing Board of Directors derives its authority from the membership, which entrusts the Board of Directors with constitutional powers to achieve the purposes of the association. The Board of Directors is the management and policy formulating body having general charge and control of the affairs of the unit, its funds and its property.
The Board of Directors is responsible for five (5) functional areas: policy administration, finance, public and community relations, personnel and evaluation. The functional areas are defined as follows:
Policy administration which includes: the determination of major fiscal and personnel policies; the establishment of the organization's mission and goals; and the development of by-laws and other rules to structure and govern the organization.
Finance which includes responsibility for determining what resources the organization needs (budgeting); establishing the appropriate controls to effectively manage current funds and development of plans and activities to obtain the resources the organization needs to reach its goals.
Public and Community Relations which includes the responsibility of informing the community of its role, functions, and needs. It serves as a communications link between staff and the community, channeling information on community needs to the organization and the organization's response to the community.
Personnel: The development of personnel policies, including the establishment of an employee grievance procedure is a board responsibility.
Evaluation: The board must establish procedures: to monitor compliance with policies; to determine its progress in achieving the organization's goals; to assess the impact of the organization's programs on the community; and to recommend new policies or revisions of existing policies that enhance the organization's effectiveness and to address changing community needs.
Section 8. Employment of Staff
The Board of Directors shall employ such professional and supporting staff as required to conduct the activities of the association and shall employ a qualified professional as Executive Director.
Section 9. Executive Director
The Board of Directors shall delegate to the Executive Director those administrative functions they deem necessary to carry out programs and activities. They shall, however, retain review and approval authority on salary, wage and benefit programs, financial and contractual obligations and the acquisition or disposition of assets used in the conduct of the approved programs.
Section 10. Ex-Officio Directors
A member of the association who is elected as an officer or director of the state (ARC-California) or national (ARC-United States) organizations shall automatically become an ex-officio member of the Board of Directors during the term of the office to which he was elected. An ex-officio member shall have the right to vote, but may not serve as an officer. An immediate past president who is no longer an elected or appointed director shall continue for one year as an ex-officio member of the Board.
Section 1. Designation
The Board of Directors shall elect, from among themselves, five (5) persons to serve as officers of the association. They are President, First Vice President, Second Vice President, Treasurer, and Secretary. These officers shall serve as officers of the association in matters requiring same.
Section 2. Election
The officers shall be elected from the twelve (12) members of the Board of Directors. Election shall take place as the first order of business at the regular board meeting held on the fourth Thursday of January. They shall take office immediately upon election.
Section 3. Terms of Office
Officers shall serve a one year term from their election or until their successors are elected. To be eligible for election as President a director shall have served one year as a director unless the board waives the requirement. The President shall not serve more than two (2) consecutive full terms.
Section 4. Vacancies
Vacancies shall be filled immediately by election among the remaining directors unless by concurrent election an appointee director is available to provide continuity of the office.
Section 5. Bonding of Officers
Those officers handling funds and executing contracts for the association shall be bonded in an amount to be determined by the Board of Directors.
ARTICLE VIII
DUTIES OF OFFICERS
Section 1. President
The President shall preside at all meetings of the association and the Board of Directors. He/She appoints the chairpersons of all standing and special committees with the approval of the Board, and supervises directly or indirectly their work. He/She shall present an annual report to the membership immediately following the close of the fiscal year and be responsible for its being sent to the state and national associations along with the financial report, at the time required. The president shall serve as the principal contact and reporting official for the Executive Director employed by the Board of Directors. If elected during the third year of his second term of office as a director, he/she shall remain an ex-officio voting member of the Board of Directors for one year as "Past President".
Section 2. First Vice President
The First Vice President shall succeed to the presidency in case of a vacancy in that office and shall perform the duties of the President in his/her absence or disability. He/She shall undertake such other responsibilities as the President may assign.
Section 3. Second Vice President
The Second Vice President shall succeed to the First Vice Presidency in case of a vacancy in that office and shall perform the duties of the First Vice President in his/her absence or disability. He/She shall undertake such other responsibilities as the President may assign.
Section 4. Secretary
The Secretary shall maintain a record of the proceedings of all meetings of the membership and the Board of Directors, and shall be custodian of the records of the association other than financial records.
Section 5. Treasurer
The Treasurer shall be responsible to oversee all revenues of the association and shall provide for a complete and accurate account of all funds received and disbursed. He/She shall provide a monthly statement of the income and expenses and the financial position of the association at each regular board meeting. He/She shall submit profit and loss statements, which will be prepared by the controller showing receipts and disbursements by budget categories to the Board of Directors.
Section 1. Executive Committee
The officers of the association shall constitute an Executive Committee. The Executive Committee shall be responsible for the management of the affairs of the association between meetings of the board. The Executive Committee shall have the same responsibilities as the Board of Directors provided, however, that the Executive Committee shall take no action, which is inconsistent with any action previously taken by the Board of Directors then in office. Any action taken by the Executive Committee is subject to review and/or rescission by the Board of Directors, if such rescission does not attempt to negate the legal right of a third party.
Section 2. Nominating Committee
There shall be a Nominating Committee composed of three members in good standing. This committee shall oversee the solicitation of nominations for Board membership. This committee shall cause written or e-mailed notice to be sent to all members in good standing asking for nominations for candidates for election to Board membership. The notice must include the qualifications for Board membership as stated in Article VI, Sect. 2 of the bylaws, notice of election procedure as stated in Article IX Sect. 3 of the bylaws, and a minimum of (30) days in which to return the nominations.
When the nominations have been received, the Nominating Committee shall review the nominated candidates for eligibility as directors and shall secure consent in writing of its nominees to serve if elected. No member of the Nominating Committee shall accept nomination as director.
The Nominating Committee shall report to the Secretary the names of the approved nominees within ten (10) days of the prescribed deadline for return of nominations.
Section 3. Elections Committee
The Secretary, the chairperson of the Membership Committee and a member at large appointed by the President shall serve as an Elections Committee. The Secretary will serve as chairperson.
The Elections Committee shall prepare, or cause to be prepared, the official ballot from the report of the Nominating Committee, with provisions made for write-in candidates.
The Elections Committee will supervise and control the printing and mailing of ballots to all eligible voting members in good standing within ten (10) days of the report of the Nominating Committee and prescribe instructions for their return including a postmark closing date no less than fifteen (15) days after the mailing and no later than January 15. Only the official register of voting members in good standing maintained by the chairperson, Membership Committee, shall be used for determining eligibility to vote and mailing of ballots. Provisions will be made to insure against counterfeit ballots and to insure secrecy of voting.
Ballots shall be mailed by first class mail. Each ballot shall be accompanied by a return envelope addressed to the Secretary at the office address of the association.
Section 4. Membership Committee
A Membership Committee shall be established to promote the continued membership and growth of the association. The Membership Committee shall consist of not less than three (3) members one of whom shall be from the Board of Directors. The President shall appoint the chairperson with approval of the Board. The chairperson shall maintain the official register of voting members for purposes of conducting the annual election and other voting matters by mail.
Section 5. Special Committees
The President may designate special committees as needed from time to time to support the purposes of the association. The President will define the purposes and desired activities of committees so designated and appoint the chairperson and members thereof with the approval of the Board of Directors. The term or other basis for the committees’ tenure will be specified.
Section 6. Authority of Committees
Committees established by the Board of Directors shall have only such authority as is granted in these bylaws. Any additional authority delegated by the Board shall be in writing. No committee or committee member shall act as an agent for the association without written approval of the Board of Directors.
Section 1. Maintenance of Association Records
The association shall keep:
(a) Adequate and correct books and records of account;
(b) Minutes in written form of the proceedings of meetings of its members, Board and committees of the Board;
(c) A record of its members, giving their names and addresses and the class of membership held by each.
ARTICLE XI
ASSOCIATION COUNSEL
Section 1. Engagement of Counsel
The association, being engaged in business operations for the benefit of people with mental retardation and other developmental disabilities, may as necessary, engage counsel licensed to practice law in the State of California.
Section 2. Selection
The Board of Directors shall be responsible for selecting the counsel and determining the basis of remuneration.
Section 3. Consultation
Counsel may be consulted on all formal contracts and agreements entered into by the Board of Directors with other organizations and individuals.
ARTICLE
XII
BUDGET AND FINANCE
Section 1. Fiscal Year
The fiscal year shall begin 1 October and end 30 September.
Section 2. Annual Budget
The Board of Directors will review the annual budget proposed by the Executive Director before the effective date to resolve desired changes and to approve the budget to meet association needs.
Section 3. Monthly Financial Review
The Board of Directors will review monthly the ongoing financial transactions of the association in relation to budgeted accounts and provide direction to the President and Executive Director to maintain financial stability.
Section 4. Records
The records of the association shall be audited annually by a qualified independent audit organization selected by the Board of Directors. Intermediate audits by the Treasurer or outside organizations at the option of the Board of Directors may be ordered.
Section 5. Reporting
Legally required reports to government agencies and/or their authorized agents will be reviewed by the Treasurer for adequacy before being submitted to the President or Secretary for signature and forwarding.
Section 6. Financial Data
The Board of Directors authorizes the Executive Director to release limited financial data as necessary in connection with grant proposals, licensing and subsidy cases.
Section 7. Annual Report to Members
(a) Not later than one hundred and twenty (120) days after the close of the association's fiscal year, the Board shall cause an annual report to be sent to the members. If the auditor’s report has not been completed by this time, then the Board shall allow an extra 30 days after the receipt of the auditor’s report for the annual report to be sent to the members. Such report shall contain the following information in reasonable detail:
1. The assets and liabilities, including the trust funds, of the association as of the end of the fiscal year;
2. The principal changes in assets and liabilities, including trust funds, during the fiscal year;
3. The revenue or receipts of the association, both unrestricted and restricted to particular purposes, for the fiscal year;
4. The expenses or disbursement of the association, for both general and restricted purposes, during the fiscal year.
(b) The report required by this section shall be accompanied by a report thereon of independent public accountants.
Section 8. Annual Statement of Indemnification
No later than the time the association gives its annual report to the members, and in any event no later than one hundred and twenty (120) days after the close of the association's fiscal year, the association shall prepare and mail or deliver to each member a statement of the amount and circumstances of any indemnifications of the following kind:
Any indemnification or advances aggregating more than $10,000 paid during the fiscal year to any officer or director.
Section 9. Conflict of Interest
Any transaction(s) in which the association, its parent or its subsidiary is a party, and in which any director, or officer of the association, its parent or its subsidiary has a direct or indirect material financial interest is prohibited.
Section 1. Contracts
The association may contract for supplies and services needed to carry out its programs. The Board of Directors is reserved the power to enter formal contracts committing the association to agreements with individuals, corporations, or government agencies.
Section 2. Signatory Authority
Except when required by law that the President and/or Secretary of the association sign with seal, the Board of Directors may designate persons to sign contracts.
Section 3. Service Orders
Approval of routine purchases within budgeted amounts for supplies, maintenance, and repair; equipment rental and other services needed on a day-to-day basis shall be delegated by the Board of Directors to the Executive Director.
Section 4. Procurement Policy
Supplies and services shall be obtained through the competitive bid process. Bid selection shall be based on evaluation of providing the quality of services required, insuring in all cases provision for contract cancellation for inadequate services.
ARTICLE
XIV
EMPLOYEES AND AGENTS
Section 1. Authority
The Board of Directors may employ or authorize the employment of such persons as it deems necessary to carry out the programs of the association.
Section 1. Amendment by Members
New bylaws may be adopted or these bylaws may be amended or repealed by approval of a majority of a quorum of the members. In the event any provision of these bylaws requires the vote of a larger proportion of the members than otherwise required by law, such provision may not be altered, amended or repealed except by vote of such larger number of members. No amendment may extend the term of a director beyond that for which such director was elected. Any proposed change in the bylaws submitted by the membership shall be presented to the Board of Directors for review and recommendation prior to initiating a vote of the membership. Signatures of at least twelve (12) members in good standing currently authorized to vote shall accompany each proposed amendment change. The Election Committee shall then implement voting procedures. Prior to voting on any proposed change in the amendments of the bylaws, a thirty (30) day notice shall be given to the membership regarding the subject matter of the vote and voting procedure.
Section 2. Amendment by Directors
Subject to the rights of members under Article XV, Section 1 and the limitations set forth below, the Board of Directors may adopt, amend or repeal the bylaws by a two thirds (2/3) vote of the Board of Directors then in office. Such power is subject to the following limitations;
(a) The limitation set forth in Section 1 on the members' power to adopt, amend or repeal bylaws shall apply to actions by the Board of Directors.
(b) The Board of Directors may not amend a bylaw provision fixing the authorized number of directors or the minimum and maximum number of directors.
(c) If any provision of these bylaws requires the vote of a larger proportion of the directors than otherwise required by law, such provision may not be altered, amended, or repealed except by vote of such larger number of directors.
(d) The Board of Directors may not adopt or amend bylaw provisions concerning the following subjects without the approval of the members:
(i) Any provision increasing the terms of directors;
(ii) Any provision allowing one or more directors to hold office by designation or selection rather than election by the members;
(iii) Any provision giving the Board of Directors power to fill vacancies on the board created by removal of directors;
(iv) Any provision increasing the quorum for members’ meetings.
Signed:
Date Approved: July 23, 1987
Amended September 26, 1991
Article XII, Section 7(b)
Article IX, Section 2
Amended November 21, 1991
Article VI, Section 2
Amended November 16, 1999
Article I
Article II, Section 1
Article III
Article IV, Sections 2 and 6
Article V, Sections 1 and 2
Article VI, Sections 4 and 6
Article IX, Sections 2 and 3
Article XII, Sections 1 and 7
The Arc-South Bay Bylaws
TABLE OF CONTENTS
ARTICLE I NAME *
ARTICLE II OFFICES *
ARTICLE III OBJECTIVES AND PURPOSES *
ARTICLE IV MEMBERSHIP *
ARTICLE V MEETINGS *
ARTICLE VI BOARD OF DIRECTORS *
ARTICLE VII OFFICERS *
ARTICLE VIII DUTIES OF OFFICERS *
ARTICLE IX COMMITTEES *
ARTICLE X RECORDS AND REPORTS *
ARTICLE XI ASSOCIATION COUNSEL *
ARTICLE XII BUDGET AND FINANCE *
ARTICLE XIII CONTRACTING *
ARTICLE XIV EMPLOYEES AND AGENTS *
ARTICLE XV AMENDMENTS *