Bylaws

California Conference Of Arson Investigators

 Constitution and By Laws

 

 

AMENDED AND RESTATED BYLAWS OF CALIFORNIA CONFERENCE OF ARSON INVESTIGATORS

 

A California Mutual Benefit Corporation

 

ARTICLE I

NAME

The name of this Corporation shall be:

 

CALIFORNIA CONFERENCE OF ARSON INVESTIGATORS

 

 

ARTICLE II

OFFICES

SECTION 1. PRINCIPAL OFFICE

 

The Principal Office for the transaction of the business of the Corporation (“Principal Office”) shall be  located in the State of California at places from time to time designated by the Board of Directors.  The Directors may change the Principal Office from one location to another within the State of California.  As of February 1, 2006, the Principal Office of the Corporation is located at 1279 N. White Ave., Pomona, California  91768.

 

SECTION 2. OTHER OFFICES

 

The Board of Directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.

 

ARTICLE III

NONPARTISAN ACTIVITIES

 

This Corporation has been formed under the California Mutual Benefit Corporation Law for the purposes described herein below at Article XV, and it shall be nonprofit and nonpartisan.  No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation except as allowed by law, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.

 

The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

 

ARTICLE IV

DEDICATION OF ASSETS

The properties and assets of this non-profit Corporation are irrevocably dedicated to fulfillment of the Objectives and Purposes of this Corporation as set forth in Article XV hereof.  No part of the net earnings, properties, or assets of this Corporation, on dissolution or otherwise, shall inure to the exclusive benefit of any private person or individual, or any member or Director of this Corporation except in fulfillment of said Objectives and Purposes.  On liquidation or dissolution, all properties and assets and obligations shall be distributed pursuant to the nonprofit provisions of the California Corporations Code then in effect.

 

ARTICLE V

MEMBERSHIP

 

There shall be four classes of membership in the Corporation:  Active Membership, Associate Membership, Life Membership, and Sustaining Membership.

SECTION 1.  MEMBERSHIP QUALIFICATIONS

 

  1. Active Membership.  Any person eighteen years of age or over who is a representative of a governmental agency, the military, a public utility, the legal profession, an insurance company, a business, or an industrial concern, who is at the time of application, or who was for a period of five consecutive years, actively engaged in some phase of fire suppression, fire investigation, or the prevention of arson, shall be eligible to apply for membership in the Corporation.

 

  1. In the sole discretion of the Membership Committee, if such applicant possesses qualifications for Active Membership, the Committee shall recommend to the Board of Directors that the applicant be accepted for membership.  If, in the sole discretion of the Membership Committee, the applicant does not possess qualifications for membership, the Committee shall recommend to the Board of Directors that the applicant be denied membership.  Each applicant must submit such additional information as may be required by the Membership Committee to determine eligibility for membership.  All information submitted on the written application shall be subject to verification by the Membership Committee.  Concealment of information material to the determination of membership qualifications, or submission of false information on the membership application shall be grounds for denial or termination of membership in the Corporation.

 

  1. Once approved by the Membership Committee, all applicants for Active Membership will receive temporary status as such until the next meeting of the Board of Directors.  During this temporary status period, an applicant’s membership may be revoked in the sole discretion of the Board of Directors.

 

  1. Each membership application, together with the recommendation of the Membership Committee, shall be submitted to the Board of Directors for final determination at the next regularly scheduled meeting of the Board of Directors.  The Board of Directors shall then, in its sole discretion, accept or deny the applicant’s membership in the Corporation

 

  1. Associate Membership.  Any person eighteen years of age or over, not otherwise qualified for Active Membership may become an Associate Member after review and determination of qualifications by the Membership Committee.  Associate Members shall have the rights and privileges of Active Members, except voting and holding office.

 

  1. In the sole discretion of the Membership Committee, if such applicant possesses qualifications for Associate Membership, the Committee shall recommend to the Board of Directors that the applicant be accepted for membership.  If, in the sole discretion of the Membership Committee, the applicant does not possess qualifications for membership, the Committee shall recommend to the Board of Directors that the applicant be denied membership.  Each applicant must submit such additional information as may be required by the Membership Committee to determine eligibility for membership.  All information submitted on the written application shall be subject to verification by the Membership Committee.  Concealment of information material to the determination of membership qualifications, or submission of false information on the membership application shall be grounds for denial or termination of membership in the Corporation.

 

  1. All applicants for Associate Membership will receive temporary status as such until the next meeting of the Board of Directors.  During this temporary status period, an applicant’s membership may be revoked in the sole discretion of the Board of Directors.

 

  1. Each membership application, together with the recommendation of the Membership Committee, shall be submitted to the Board of Directors for final determination at the next regularly scheduled meeting of the Board of Directors.  The Board of Directors shall then, in its sole discretion, accept or deny the applicant’s membership in the Corporation

 

  1. Life Membership.  The Board of Directors may bestow Life Membership status upon the following, who shall then have all rights and privileges of an Active Member without payment of dues:

 

  1. Past Presidents of the Corporation.

 

  1. Any person eighteen years of age or over who, in the discretion of the Board of Directors, rendered
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(2)distinctive service to the Corporation through participation on committees, financial contribution, or other services to or for the benefit of the Corporation.

 

Written nominations for Life Membership shall be submitted to the Awards Committee Chairperson on or before September 1st of each calendar year.   The Awards Committee shall then review the nominations and shall make recommendations for Life Membership to the Board of Directors at least sixty days prior to the Annual Meeting of the Corporation.  No more than three nominations for Life Membership may be approved by the Board of Directors in any calendar year.

 

  1. Sustaining Membership.  Any person eighteen years of age or over, as well as any corporation, business or other organization interested in furthering the purposes and objectives of the Corporation may be granted Sustaining Membership in the Corporation.  The annual cost and level of Sustaining Membership shall be determined and established by the Board of Directors from year to year.   Sustaining Members shall have the rights and privileges of Active Members, except voting and holding office.

 

  1. Good Standing..   A member is considered to be in good standing if the member is current with payment of annual dues and if membership in the Corporation has not been terminated or suspended.

 

SECTION 2.  SUSPENSION OF MEMBERSHIP

 

  1. Causes of Suspension.     The membership of any Active, Associate, Life, or Sustaining Member shall be suspended upon the occurrence of any of the following events:

 

  1. The Board of Directors, in its sole discretion, may for good cause suspend the membership of any Active, Associate, Life or Sustaining Member.  For purposes of this Article V. Section 2, good cause shall include the failure of any member to adhere to the Constitution, Bylaws, or Code of Ethics of the Corporation, or any written policies and procedures established by the Board of Directors.   Good cause shall also exist when any member has been criminally charged with having committed a serious or felonious offense under any State or Federal law.  Good cause shall also include any conduct by any member which, in the sole discretion of the Board of Directors, is potentially damaging or injurious to the reputation, standing, or orderly business of the Corporation, or which in any way potentially exposes the Corporation to liability or financial loss.

SECTION 3.  TERMINATION OF MEMBERSHIP

 

  1. Causes of Termination.     The membership of any Active, Associate, Life, or Sustaining Member shall terminate upon the occurrence of any of the following events:

 

  1. The resignation of the member.

 

(2)          Except for Life Members, the failure of a member to pay annual dues in the amount and within the time set forth by the Board of Directors.

 

  1. In its sole discretion, the determination by the Board of Directors that a member has failed in a material and serious degree to adhere to the Constitution, Bylaws, Code of Ethics of the Corporation, or any written policies and procedures established by the Board of Directors, or who has been convicted of having committed a serious or felonious offense under any applicable State or Federal law.

 

SECTION 4.  PROCEDURES FOR MEMBERSHIP SUSPENSION AND/OR TERMINATION

 

A.           Procedures for Suspension and/or Termination of Membership.   Following the determination that membership of an Active, Associate, Life or Sustaining Member should be suspended or terminated, the following procedure shall apply:

 

  1. A written notice of membership suspension or termination shall be sent by prepaid, first-class mail to the most recent address of the affected  member, as reflected in the Corporation’s membership records.   Such notice shall be sent at least 30 days before the effective date of the suspension and or termination. .

 

  1. The member being suspended or terminated shall have the right to and may, within that 30-day period, make written request for a hearing.  Written request for such a hearing shall be sent by prepaid, first-class mail to the Corporation’s Principal Office.   Failure of the member to request such a hearing forfeits any and all right to be heard or contest suspension or expulsion.  If the suspended or expelled member requests a hearing, the President shall appoint an Special Membership Action Committee consisting of at least three members of the Executive Board of the Corporation.   The President shall then designate and notify the affected  member of the date, time and place of such hearing, which shall be conducted within said 30 days thereafter, or as soon as the Special Member Action Committee shall deem prudent.  Failure of the member being suspended or expelled to appear at the hearing, regardless of reason, shall forfeit any and all right to be heard or contest suspension or expulsion as the case may be.

 

  1. Following the hearing, the Special Membership Action Committee shall make a recommendation to the Board of Directors as to whether or not membership in the Corporation should be suspended or terminated, or whether some other form of sanction should be imposed.   The Board of Directors shall then meet and impose whatever sanctions it deems appropriate.  In the event the member is suspended, the Board of Directors shall also fix a period of time during which the suspension shall remain in force.  Alternatively, the Board of Directors may establish an indefinite period of suspension, to terminate upon the occurrence of certain event(s).  The decision of the Board of Directors regarding suspension of membership, termination of membership, or any other form of sanction, shall be final.

 

  1. Any member, whose membership in the Corporation is suspended or terminated shall forfeit any refund of dues or assessments already paid.

 

SECTION 5.   TRANSFER OF MEMBERSHIPS

 

Members may not transfer their membership to any other person or organization.

 

ARTICLE VI

MEETINGS OF MEMBERS

SECTION 1. PLACE OF MEETING

 

Meetings of the membership shall be held at any place or time within or outside the state of California designated by the Board of Directors.  In the absence of any such designation, members’ Meetings shall be held at the Principal Office of the Corporation.

 

SECTION 2. ANNUAL MEETING

 

The Annual Meeting of members shall be held in January/February, unless the Board of Directors fixes another date and so notifies the members as provided in Article VI, Section 4.  General and Special Meetings of members shall be held as ordered by the Directors, from time to time as stated below.

 

SECTION 3. SPECIAL MEETING

 

  1. Authorized Persons Who May Call. A Special Meeting of the members may be called at any time by any of the following: The Board of Directors or the President.  Special Meetings of the members may also be called by ten percent (10%) or more of the members.

 

  1. Calling Meetings by Members. If a Special Meeting is called by members other than the President, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail to the President, any Vice-President or the Secretary of the Corporation.  The officer receiving the request shall cause notice to be promptly given to the members, in accordance with the provisions of Article VI, Sections 4 and 5, that a Special Meeting will be held, and the date for such Meeting, which date shall be not less than 30 nor more than 90 days following the receipt of the request.  If the notice is not given within 20 days after receipt of the request, the persons requesting the Special Meeting may give the notice.  Nothing contained in this subsection shall be construed as limiting, fixing or affecting the time when a Meeting of members, whether a Special Meeting or otherwise, may be held if the Meeting is called by action of the Board of Directors.

SECTION 4. NOTICE OF MEMBERS’ MEETING

  1. General Notice Contents. The notice shall specify the place, date, and hour of the Meeting.  In the case of a Special Meeting, the general nature of the business to be transacted shall be stated in the notice, and in that case, no other business may be transacted.  In the case of the Annual Meeting, the notice need not contain a list of specific items of business to be transacted.

 

B.          Manner of Giving Notice. Notice of any Meeting of the membership shall be given by any or all of the following methods:

 

  1. By first-class mail to the addresses appearing on the membership records of the Corporation;

 

  1. By posting in any Corporation publication mailed no later than 20 days prior to the Meeting;

 

  1. By posting on the Corporation’s website no later than 30 days prior to the Meeting; and/or

 

  1. By email to the addresses appearing on the membership records of the Corporation.

 

SECTION 5. QUORUM

 

Quorum:    The members present at a duly noticed Membership Meeting shall constitute a quorum and may transact the business of the Corporation.

 

SECTION 6. ADJOURNED MEETING

 

Any Annual or Special Membership Meeting may be adjourned by the vote of the majority of the members present at the Meeting.  No other business may be transacted at the Meeting, except as provided in this Article.

 

SECTION 7. VOTING

 

  1. Eligibility to Vote. All members physically present and in good standing as of the date of the vote, are entitled to vote.  No proxy votes shall be allowed.

 

  1. Manner of Casting Votes. Voting may be by voice, ballot, or show of hands, provided that any election of Directors must be by ballot if demanded by any members before the voting begins.

 

  1. Majority Vote Required, Unless Otherwise Specified. The affirmative vote of a simple majority of the voting members, in good standing and physically present at the Meeting shall be the act of the members.

 

ARTICLE VII

ELECTION OF OFFICERS AND DIRECTORS

SECTION 1. NOMINATIONS AND SOLICITATIONS FOR VOTES

 

  1. Nominating Committee. The President shall, upon assuming office, appoint the Nominating Committee which shall include but not be limited to the two most immediate Past-Presidents of the Corporation, to solicit qualified candidates for election as Officers and Directors of the Corporation.

 

  1. Time for Submission of Nominations. The Nominating Committee shall receive nominations for office through and including September 15th of each year.  Thereafter, nominations for office shall be closed for that year.

 

  1. Submission of Slate of Candidates. Upon the close of nominations, the Nominating Committee shall then present a proposed slate of candidates for election as Officers and Directors of the Corporation, verified by the Nominating Committee as meeting the qualifications for office as established by the Board of Directors.   Prior to the General Election, the membership shall be notified of the list of candidates, by office, posted in any Corporation publication and/or on the Corporation website.

 

  1. Nominations by Members. Members in good standing, possessing the qualifications established by the Board of Directors, may be nominated by any Active Member then in good standing, or personally, by completing and submitting the Nomination Qualification Form to the Principal Office of the Corporation for dissemination to all members of the Nominating Committee.

 

  1. Publications. If the Corporation now or hereafter publishes, owns, or controls a magazine, newsletter, or other publication, or a website, and publishes or posts information regarding any candidate for office or Director, it shall make space available of reasonably equal size and prominence, to all other candidates for that election, with such costs or limitations as established by the Board of Directors.

 

  1. Use of Corporate Funds to Support Nominee. Other than as provided in Article VII, Section 1, paragraph E, above, no Corporation funds may be expended to support a candidate for Officer or Director.  For purposes of the section, Corporation shall mean California Conference of Arson Investigators.

 

  1. Mailing Lists.    Mailing lists shall or shall not be provided to nominees for election depending upon policies established from time to time by the Board of Directors.

 

SECTION 2 ELECTION AND TERM OF OFFICE

 

Officers and Directors shall be elected at each Annual Meeting of the members.  Directors shall hold office for a three (3) year term; however, if any Annual Meeting is not held or the Directors are not elected at any Annual Meeting, they may be elected at any Special Meeting held for that purpose.  Each Officer and Director, including an Officer and/or Director appointed to fill a vacancy or elected at a Special Meeting shall hold office until expiration of the term for which appointed or elected and until a successor has been appointed or elected.  The term of office of the President, the two Vice-Presidents, the Secretary, the Treasurer, the immediate Past-President, and all ex officio officers shall be for one (1) year.

 

SECTION 3.  VOTE REQUIRED TO ELECT OFFICERS AND DIRECTORS

 

Candidates receiving the highest number of votes shall be elected as Officers and Directors.

 

SECTION 4. REMOVAL OF OFFICER OR DIRECTOR

 

Any Officer or Director may be removed, for cause, by a majority of the voting members of the Board of Directors physically or telephonically in attendance at any regular or special Meeting the Board of Directors.

 

ARTICLE VIII

DIRECTORS 

SECTION 1.  POWERS

 

  1. General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation, or the Constitution and Bylaws of the Corporation relating to action required to be approved by the members, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.

 

  1. Board of Directors.   The Board of Directors shall consist of the following 12 individuals:  President, First Vice President, Second Vice President, Treasurer, Secretary, Immediate Past President, and the six Directors.

 

  1. Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the Board of Directors shall have the power to:

 

  1. Remove any Officer or Director, for cause, as “cause” may be defined from time to time by the Board of Directors.

 

  1. Prescribe any powers and duties that are consistent with law, with the Articles of Incorporation, and with these Bylaws.

 

  1. Change the Corporation’s Principal Office from one location to another in the State of California; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California.

 

  1. Adopt, make, and use a corporate seal; prescribe the forms of membership certificates; alter the form of the seal and certificates.

 

  1. Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation’s purposes, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, and other evidences of debt and securities.

 

SECTION 2. NUMBER AND QUALIFICATIONS OF DIRECTORS

 

The authorized number of the Board of Directors shall be twelve (12).  The President is also authorized to appoint ex officio, non-voting, members of the Board of Directors.   Officers and Directors need not be residents of the State of California.  Ex officio members of the Board need not be residents of the State of California or hold membership in the Corporation.   Ex officio members of the Board of Directors, shall serve at the will of the President, for terms of one year.

 

SECTION 3.  VACANCIES

 

  1. Events Causing Vacancy. Vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following: (1) the death, resignation, or removal of any Director, (2) the declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a legal duty imposed by the California Nonprofit Corporation Law, (3) the vote of the members to remove a Director, (4) the increase of the authorized number of Directors, or (5) the failure of the members, at any Meeting of members at which any Director or Directors are to be elected, to elect the number of Directors to be elected at such Meeting.

 

  1. Resignations. Any Director may resign, which resignation shall be effective on giving written or verbal notice to the President.  The President shall acknowledge and confirm all resignations in writing to the resigning Officer or Director.  The President, subject to the approval of the Board of Directors,  shall then appoint a qualified successor to fill the vacancy for the unexpired term.  No Director may resign if such resignation would leave the Corporation without a quorum of duly elected Directors in charge of its affairs.

 

  1. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

 

SECTION 4.  PLACE OF MEETINGS; MEETINGS BY TELEPHONE

 

Regular Meetings of the Board of Directors may be held at any place within or outside the state of California that has been designated from time to time by resolution of the Board of Directors.  In the absence of such designation, Regular Meetings shall be held at the Principal Office of the Corporation.  Special Meetings of the Board shall be held at any place within or outside the state of California that has been designated in the notice of the Meeting or, if not stated in the notice, or if there is no notice, at the Principal Office of the Corporation.  Notwithstanding the above provisions of Article VIII, Section 5, a Regular or Special Meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the Meeting.  If consents are given, they shall be filed with the minutes of the Meeting.  Any Meeting, whether Regular or Special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the Meeting can hear one another, in which case all such Directors shall be deemed to be present in person at such Meeting.

 

SECTION 5.  ANNUAL MEETING

 

Immediately following each Annual Meeting of members, the Board of Directors shall hold a Regular Meeting for the purpose of organization, and the transaction of other business.  Notice of this Meeting shall not be required.

 

SECTION 6.  OTHER REGULAR MEETINGS

 

Other Regular Meetings of the Board of Directors shall be held without call at such time and location as fixed by the President.  Such Regular Meetings may be held without notice.

 

SECTION 7.  SPECIAL MEETINGS

 

A.  Authority to Call.  Special Meetings of the Board of Directors for any purpose may be called at any time by the President, or any Vice-President, the Secretary, or one-third of the authorized number of Directors.

 

B.  Notice.

 

  1. Manner of Giving.  Notice of the time and place of Special Meetings shall be given to each Director by one of the following methods: (a) by personal delivery or written notice; (b) by first- class mail, postage prepaid; (c) by telephone communication, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate such notice promptly to the Director.  All such notices shall be given or sent to the Director's address or telephone number as shown on the membership records of the Corporation.

 

  1. Notice of Contents. The notice shall state the time and place for the Meeting.  However, it need not specify the purpose of the Meeting, or the place of the Meeting, if it is to be held at the Principal Office of the Corporation.

 

SECTION 8. DIRECTORS QUORUM

 

A majority of the authorized number of Officers/Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Officers/Directors present at a Meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law.

 

SECTION 9.  WAIVER OF NOTICE

 

The transactions of any Meeting of the Board of Directors, however called and noticed, and wherever held, shall be as valid as having taken place at a Meeting duly held after regular call and notice, if a quorum is present.  The waiver of notice or consent need not specify the purpose of the Meeting. All waivers, consents and approvals shall be filed with the Corporate records or made a part of the minutes of the Meeting. Notice of a Meeting shall also be deemed given to any Director who attends the Meeting without protesting before or at its commencement about the lack of adequate notice.

 

SECTION 10.  ADJOURNMENT

 

A majority of the Directors present, whether or not constituting a quorum, may adjourn any Meeting to another time and place.

 

SECTION 11. NOTICE OF ADJOURNMENT

 

Notice of the time and place of holding an adjourned Meeting need not be given unless the Meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned Meeting to the Directors who were not present at the time of the adjournment.

 

SECTION 12.  SPECIAL MEETING

 

Any action required or permitted to be taken by the Board of Directors may be taken at a Special Meeting called by

by the President, or any Vice-President, the Secretary, or one-third of the authorized number of Directors.  Such action, taken at a Special Meeting, shall have the same force and effect as action taken at any Regular Meeting of the Board of Directors.   The action taken at any Special Meeting shall be recorded in the minutes which shall then be subject to approval at the next Regular Meeting of the Board of Directors.

 

SECTION 13. FEES AND COMPENSATION OF DIRECTORS

Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and reasonable.

 

ARTICLE IX

COMMITTEES 

SECTION 1.  COMMITTEES

With the sole exception of the Executive Board Committee, all committees shall be appointed by and serve at the will of the President.

 

SECTION 2.   EXECUTIVE BOARD COMMITTEE

 

The Executive Board Committee shall, from year to year, be comprised of the current President, First Vice President, Second Vice President, Secretary, Treasurer and Immediate Past President of the Corporation.

 

Executive Board Committee’s Function.  The Executive Board Committee’s function is to lead the Corporation utilizing a team-management approach.    The Executive Board Committee’s function is to provide policy recommendations to the Board of Directors, from which Corporate policies can be established and implemented.  The Executive Board Committee is empowered to implement tasks and assignments as may from time to time be needed.  However, the Executive Board Committee is not empowered to unilaterally establish Corporate policies nor shall the Executive Board Committee independently take any final action on matters requiring Board approval.

SECTION 3.  STANDING AND OTHER COMMITTEE

 

All committees shall research and report to the President and/or Board of Directors their findings on assigned subjects.  Committees shall not independently take any final action on matters requiring Board approval. The following standing committees shall be appointed annually by the President:

 

$                            Accessories

$                            Awards

$                            Budget and Finance

$                            Business Manager

$                            Constitution and Bylaws

$                            Education and Professional Development

$                            Ethics

$                            Legal Counsel

$                            Membership/CFI Certification

$                            Nominations

$                            Parliamentarian

$                            Personnel

$                            Roundtables

$                            Sergeant at Arms

$                            Training

 

The President may also appoint other ad hoc committees as needed.

 

SECTION 4. MEETINGS AND ACTION OF COMMITTEES

 

Minutes shall be kept of each Meeting of any committee and shall be filed with the Corporate records. The Board of Directors may adopt new rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE X

OFFICERS

SECTION 1.  OFFICERS

 

The Officers of the Corporation shall be comprised of the following five individuals: the President, the First Vice President, the Second Vice President, the Secretary, the Treasurer of the Corporation.  The Officers of the Corporation, together with the Immediate Past President, are members of the Executive Board as well as the Board of Directors of the Corporation.

 

SECTION 2.  TERM OF OFFICE

 

The Officers of the Corporation shall hold office from the time of their election and qualification, for terms of one year, or until the elections and qualification of their respective successors.  Officers shall assume their respective offices upon installation.

 

SECTION 3.  DUTIES OF OFFICERS

 

A.  President.  The President shall direct the execution of the activities of the Corporation and preside at meetings of the Corporation, the Executive Board, and the Board of Directors.  The President shall appoint appropriate committees for the conduct of the activities of the Corporation.  At each Annual Meeting of the Corporation, the President shall also announce to the members the names of those individuals appointed to serve on the Nomination Committee.

 

SECTION 4. VACANCIES IN OFFICE

 

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled only in the manner prescribed in these Bylaws.   In the event of a vacancy in any office, the President, subject to the approval of the Board of Directors, shall appoint an Active Member, in good standing, to fill the unexpired term of the vacant office.

 

SECTION 5. RESPONSIBILITIES OF OFFICERS

 

A.           President.  Subject to such supervisory powers as may be given by the Board of Directors, the President shall generally supervise, direct, and control the business and the officers of the Corporation.  The President shall preside at all Meetings of the members and at all Meetings of the Board of Directors.  The President shall have such other powers and duties as may be prescribed by the Board of Directors and/or the Bylaws.

B.           Vice-President(s).  In the absence or disability of the President, the Vice President(s), if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President(s) shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors and/or the President.

 

C.           Secretary. The secretary shall attend to the following:

 

  1. Book of Minutes.  The Secretary shall keep or cause to be kept, at the Principal Office or such other place as the Board of Directors may direct, a Book of Minutes of all Meetings, with the time and place of holding, whether Regular or Special, and, if Special, how authorized, the notice given, and the proceedings of such Special Meeting.

 

  1. Membership Records.  The Secretary shall keep, or cause to be kept, at the Principal Office, as determined by resolution of the Board of Directors, record of the Corporate members, showing the names of all members, and their addresses.

 

  1. Notices, Seal and Other Duties.  The Secretary shall give, or cause to be given, notice of all Meetings of the members and of the Board of Directors required by the Bylaws to be given; shall keep the seal of the Corporation in safe custody; shall have such other powers and perform such other duties as may be prescribed by the Board of Directors and/or by the Bylaws.

 

  1. State Filing.  The Secretary shall file or cause to be filed with the Secretary of the State in the State of California a “Statement by Domestic Non-Profit Corporation” as prescribed by law.

 

D.           Treasurer.  The Treasurer shall attend to the following:

 

  1. Books of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times.

 

  1. Deposit and Disbursement of Money and Valuables.  The Treasurer shall deposit or cause to have deposited all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors; shall disburse or cause to have disbursed the funds of the Corporation as may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it, an account of all of the transactions as Treasurer and of the financial condition of the Corporation; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors and/or the Bylaws.

 

  1. Bond. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board of faithful performance of the duties of his office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his possession or under his control on his death, resignation, retirement, or removal from office.

 

ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS 

SECTION 1.  DEFINITIONS

 

For the purpose of this Article XI:

 

A.           "Agent" means an Officer, Director or ex officio member of the Board of Directors while acting on behalf of and in the course and scope of the business of the Corporation.

 

B.           "Proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative.

 

C.           "Expenses" include, without limitation, attorney's fees, costs, and other documented expenses incurred in any proceeding to which an Agent is a party by reason of his or her status as an Agent of this Corporation.

 

SECTION 2.  INDEMNIFICATION OF AGENT

 

In the event an Agent of this Corporation is a party to and is required to defend any proceeding referred to in this Article, and to the extent not covered by insurance, this Corporation may, but is not obligated to defend and/or indemnify, or contribute to the defense and indemnification of,  such Agent.

 

SECTION 3. INSURANCE

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Agent of the Corporation against any liability asserted against or incurred by the Agent in such capacity or arising out of the Agent's status as such.   Any insurance so procured shall be independent of, primary to and non-contributing with any defense, indemnification or contribution to same, as may be extended by this Corporation.

 

SECTION 4. FIDUCIARIES OR

CORPORATE EMPLOYEE BENEFIT PLAN

 

This Article XI does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of the Corporation as defined in section 1 of this Article.  Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.

 

ARTICLE XII

RECORDS AND REPORTS 

SECTION 1.  INSPECTION RIGHTS

 

Any member of the Corporation in good standing may submit a written request to the Board of Directors to inspect   the records of Members' names and such contact information as may be approved by the Board for general distribution to the general membership.  The Board of Directors shall, in its sole discretion, determine whether and to what extent requested information shall be released or withheld.   The Board of Directors, also in its sole discretion, may delegate the power to respond to such information requests to a Special Committee or individuals, but within Board approved parameters.

SECTION 2. MAINTENANCE AND INSPECTION OF ARTICLES

AND BYLAWS

 

The Corporation shall keep at its Principal Office, the original or a copy of the Articles and Bylaws as amended to date, which shall be open to inspection by the members at all reasonable time during office hours.

 

SECTION 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

 

The accounting books, records, and minutes of proceedings of the members and the Board of Directors and any committee(s) of the Corporation shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the Principal Office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. The minutes and accounting books and records shall be open to inspection on the written demand of any member, in good standing, at any reasonable time during usual business hours, for a purpose reasonably related to the member's interests as a member.

SECTION 4. INSPECTION BY DIRECTORS

 

Every Director shall have the right at any reasonable time to personally inspect all books, records and documents of every kind and the physical properties of the Corporation.

 

SECTION 5.  ANNUAL REPORT

 

The annual report to the members referred to in the California Nonprofit Corporation Law is expressly dispensed with insofar as allowed by law, but nothing in these Bylaws shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the members of the Corporation as they consider appropriate. The President, Board members and other responsible individuals shall provide a report of the fiscal responsibility and other issues deemed important as well as any information required by the California Corporations Code, Section 6322 by the President/Board of Directors at the Annual Meeting.

 

(1)          The assets and liabilities of the Corporation as of the end of the fiscal year.

 

(2)          The principal changes in assets and liabilities during the fiscal year.

 

(3)          The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, of the fiscal year.

 

(4)          The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.

 

(5)          Any information required by California Corporations Code, Section 6322.

 

 

 

 

ARTICLE XIII

CONSTRUCTION AND DEFINITIONS

 

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the Corporation and a natural person.

ARTICLE XIV

AMENDMENTS

SECTION 1. AMENDMENT BY MEMBERS

 

New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the members.

 

SECTION 2. AMENDMENT BY DIRECTORS

 

Subject to the right of members under Article XIV, Section 1, above, other than a Bylaw fixing or changing the authorized number of Directors, these Bylaws may be adopted, amended, or repealed by the Board of Directors.  However, if the Articles of Incorporation or Bylaws adopted by the members provided for an indefinite number of Directors within specified limits, the Directors may adopt or amend a Bylaw fixing the exact number of Directors within those limits.

 

ARTICLE XV

OBJECTIVES AND PURPOSES

 

The objectives of this Corporation shall be as set forth in the original Articles of Incorporation filed with the Secretary of State of the State of California on June 20, 1960.

 

CERTIFICATE OF SECRETARY

I, the undersigned, certify that I am the presently elected and acting Secretary of the CALIFORNIA CONFERENCE OF ARSON INVESTIGATORS, a California Mutual Benefit Corporation, and the above Bylaws, consisting of ______pages, are the Bylaws of this Corporation as adopted at a Meeting of the Board of Directors held on , _______________20___, in the City of ____________________________

 

 

Secretary:            ___________________________

 

Dated:                  ___________________________


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Location

1279 North White Avenue 
Pomona, California 91768 
Phone:  (909) 865-5004
Fax (909) 865-5024 
8:00 am - 5:00 pm 
Monday - Friday

 

 

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