The Board of Directors has proposed a few changes to EAC's By-Laws. These changes must be approved by the membership and will be up for avote at the Annual Meeting and Potluck on June 26.
AMENDED BYLAWS OF THE ENVIRONMENTAL ACTION COMMITTEE OF WEST MARIN A California Nonprofit Public Benefit Corporation Amended June 2009 at the annual general membership meeting
ARTICLE 1. NAME AND LOCATION
The name of this corporation shall be THE ENVIRONMENTAL ACTION COMMITTEE OF WEST MARIN (herein referred to as EAC). EAC is a nonprofit public benefit corporation incorporated under the laws of the State of California. The principal office of EAC for the transaction of its business shall be located in Marin County, California, but EAC may also have offices at other places where it is qualified to do business as the Board may designate.
ARTICLE 2. PURPOSE
EAC’s purpose is to protect and enhance the natural environment of West Marin. In furthering this purpose, EAC shall not support or oppose any political party or candidate.
ARTICLE 3. MEMBERSHIP AND DUES
Any person who supports the purposes of EAC shall become a member of EAC upon his or her payment and EAC's acceptance of membership dues. Membership shall be accepted unless a majority vote of the Board determines that there is reasonable cause to believe that the person does not support the purposes of EAC. In that event, their membership dues shall be refunded. The membership shall terminate upon a member’s failure to pay dues within three months of notification from the Board of Directors that such dues are payable. The Board of Directors shall determine the amount of annual dues payable and shall set the time for payment. There shall be only one class of members. No person shall hold more than one membership in EAC. There shall be no business memberships in EAC, although the Board may designate alternative ways to encourage business support of EAC’s purposes. Except as expressly provided in the Articles of Incorporation or the Bylaws of EAC, all members shall have the same rights, privileges, restrictions and conditions. A member of EAC is not personally liable for the debts, liabilities or obligations of the corporation.
ARTICLE 4. MEMBERSHIP MEETINGS
SECTION 1. ANNUAL AND SPECIAL MEMBERSHIP MEETINGS
The Annual Membership Meeting shall be held on the second Friday of June or the next, most convenient date as determined by the Board. At the Annual Meeting, members may take action on any matter properly noticed or any other matter permitted by these Bylaws. Special Membership Meetings may be called by the Board, the President, the Executive Director, or by ten percent (10%) or more of the members. At a Special Membership Meeting, members may take action on any general matter of the business properly noticed, but no other business.
SECTION 2. NOTICE MEMBERSHIP MEETING
All Meeting Notices shall be sent to the members by the Secretary at least 20 but no more than 90 days before such meeting. All Meeting Notices shall be in written form stating the place, date, and time of the meeting. All Meeting Notices shall be sent either personally or other means of written communication (including local newspaper, mail, fax and email) sent to the address (including fax number and email address) of such member appearing on the books of EAC. If no address appears or is given, then the Notice shall be given at the place where the principal office of the corporation is located. All Meeting Notices shall be deemed to have been given at the time when delivered personally, deposited in the mail, or sent by other means of written communication.
A Notice of Annual Membership Meeting shall state any matters that the Board intends for action by the members other than the annual election of Directors, although any other matter permitted per these Bylaws may also be presented for action.
A Notice of a Special Membership Meeting called by the Board or Designated Officers shall state the general nature of the business to be transacted and no other matters shall be considered.
A request for a Special Membership Meeting called by ten percent (10%) or more of the members shall specify in writing the general nature of the business proposed to be transacted, and no other matters shall be considered. Such request shall be delivered personally or sent by other form of written communication to the President or Executive Director who shall within 20 days cause the Secretary to give written Notice of such Special Membership Meeting. If the Notice is not given within 20 days after the receipt of the request, members calling the meeting may give the Notice themselves.
SECTION 3. CONDUCT OF MEETINGS, VOTING AND QUORUM
Membership Meetings shall be presided over by the Executive Director or by the President or in their absence by the Vice-President or in the absence of all those persons by a chair chosen by the majority of the members present at the meeting. The Secretary of the corporation shall act as Secretary of Membership Meetings, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting. Meetings shall be governed by Roberts’ Rules of Order.
Each membership, including "household" memberships (multiple people paid by a single check), shall be entitled to one vote only at any meeting of members. Absentee or proxy voting shall not be permitted. Cumulative voting for the election of directors shall not be permitted. A quorum shall consist of at least 50 members, or 10% of the membership, whichever is less. If, however, the attendance at a Membership Meeting is less than one-third of the membership, the members may vote only on matters included in the Notice of the meeting. Every decision made by a majority of members present at a duly held Membership Meeting at which a quorum is present is the act of the membership, unless the law, or the Articles of Incorporation or the Bylaws of EAC require a greater number.
ARTICLE 5. DIRECTORS
SECTION 1. NUMBER, TERM, VACANCIES, ELECTION, REMOVAL, RESIGNATION
EAC shall have at least 7 and at most 15 Directors, who shall be members of EAC and who shall collectively be known as the Board. The Board shall set the number of directors within the foregoing range from time to time. Each Director shall hold office for three years following the annual meeting at which he or she was elected by the membership. Vacancies on the Board shall exist on the death, resignation or removal of any director and whenever the number of authorized Directors is increased. Any Director may resign effective upon giving written notice to the President or Executive Director, or effective on a specified a later date. Any Director may be removed with or without cause by a two-thirds vote of the Directors then in office.
Whenever a vacancy occurs, the Board may elect by majority vote a replacement director whose name shall be submitted for confirmation at the next Annual Meeting. In the meantime, the replacement director will act as a full director.
Directors shall be nominated by the Board of Directors. Members who wish to nominate themselves or another member to serve on the Board of Directors shall notify the ED or President at least thirty days before the Annual Meeting. Any such nominee shall be considered for election along with those nominated by the Board, provided the nominee has consented to serve if elected.
SECTION 2. COMPENSATION AND RESTRICTION REGARDING INTEREST
Directors shall serve without compensation but may receive reasonable reimbursement for expenses incurred in the performance of their regular duties. Notwithstanding any other provision of these Bylaws, not more than 49% of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either: a) any person currently being compensated by EAC for services rendered it within the previous 12 months whether as a full or part-time officer or other employee, independent contractor, or otherwise, or b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person.
SECTION 3. ANNUAL, REGULAR, AND SPECIAL BOARD MEETINGS
The annual meeting of the Board shall be the first regular meeting after the Annual Membership Meeting. The regular meetings of the Board shall be held on the third Monday of each month, or the next most convenient date as determined by the Board. Special meetings of the Board may be called by any Officer or by any two Directors at a place and time designated by the caller(s) of the meetings or may be conducted via
SECTION 4. NOTICE OF BOARD MEETINGS AND WAIVER OF NOTICE
Notice of regular and special meetings of the Board shall be sent at least 4 days prior when delivered by first class mail or sent 48 hours prior when delivered personally, by telephone or by email. Such notices shall be addressed to each director at his or her address as shown on the books of the corporation. Notices sent by mail shall be deemed to be delivered upon its deposit in the mail. Notices delivered personally, by telephone, or by email shall be deemed to have been given at the time it is sent to the recipient. Notice of Board meetings need not be in writing nor specify the purpose of the meting, but shall specify the place, day and hour of the meeting.
Notice of a meeting need not be given to any director who signs whether before or after the meeting either a waiver of notice or a written consent to holding the meeting or who subsequently approves the minutes of such meeting, or who attends the meeting absent notice. All such waivers, consent and approval shall be filed with the corporate records or made a part of the minutes of the meeting.
SECTION 5. QUORUM AND MAJORITY ACTION AS BOARD ACTION
A quorum shall generally consist of a majority of the Board, but if a majority of the Board is not present, then the quorum requirement shall be one-third of the Board, except that in this case, any action of the Board must be approved by at least a two-thirds vote of those present. Every act or decision done or made at a duly-held meeting according to the quorum and voting rules of the preceding sentence is the act of the Board, unless the Articles of Incorporation or Bylaws of EAC or provisions of the California Corporations Code require a greater percentage for approval of a matter by the Board.
SECTION 6. CONDUCT OF BOARD MEETINGS
Meetings of the Board of Directors shall be presided over by the President or, in his or her absence, the Vice-President or in the absence of all of these persons by a chair chosen by the majority of the Directors present at the meeting. The Secretary shall act as Secretary of all meetings of the Board provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
SECTION 7. POWERS, DUTIES OF THE BOARD
Subject to the provisions of the California Corporations Code and any limitations in the Articles of Incorporation or Bylaws of EAC relating to action required or permitted to be taken or approved by the membership of EAC, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board who shall: perform any and all duties imposed on them collectively or individually by law or by the Articles of Incorporation and Bylaws of EAC; appoint and remove, employ and discharge and, except as otherwise provided by these Bylaws, prescribe the duties and affix the compensation, if any, of all officers, agents and employees of EAC; supervise all officers, agents and employees of the corporation to assure that their duties are properly performed; meet at such times and places as required by these Bylaws and register their addresses with the Secretary so that notices of meetings mailed to them at such addresses shall be valid; appoint committees and delegate to such committees certain specified and limited authorities as needed to further enable the Board to perform its duties.
SECTION 8. COMMITTEES
The Board shall appoint an Executive Committee which shall be composed of the Officers of EAC and/or any other Directors designated by the Board. The Executive Committee shall be designated by the Board to exercise its authority as required in the periods between Board meetings. The Executive Committee shall not have the power to amend Bylaws, elect or remove Directors, or to approve compensation agreements with Officers, agents and employees of EAC, and this reservation of power to the full Board is not amendable by other than a majority vote of the entire Board The Board may appoint one or more other committees and delegate to such committees specified and limited authority of the Board.
The Board shall appoint a nominating committee to nominate Directors to serve on the Board pursuant to the requirements of these by-laws.
SECTION 9. NON-LIABILITY, INDEMNIFICATION AND INSURANCE
The Directors shall not be personally liable for the debts, liabilities or other obligations of EAC. The Board shall have the right and shall use its best efforts to purchase and maintain insurance to the full extent of the law to cover any liability asserted against or incurred by any Director, Officer, employee or other agent, in such capacity, excluding any liability for violating provisions of law relating to self dealing, whether or not EAC would have the power to indemnify any agent against such liability under the provisions of Section 5238 of the California Corporations Code. In accordance with the requirements of Section 5238 of the California Corporations Code, EAC shall indemnify any person who is or was a Director, Officer, employee, member or other agent of the corporation, for the expenses, judgments, settlements or other amounts reasonably incurred in connection with defense of any claim, issue or matter brought against him or her by reason of the fact that he or she was an agent of EAC.
ARTICLE 6. OFFICERS
SECTION 1. ELECTION, REMOVAL, RESIGNATION AND VACANCY
Officers shall be elected from among the Directors by vote of the Directors. Election of Officers shall occur at the Annual Board meeting following the Annual Membership meeting, or at any other time a vacancy exists. The Officers shall be a President, a Vice-President, a Secretary, and a Treasurer. The Board may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.
Except for the Executive Director, an officer’s first term following any period of not-being an officer shall be for three years; if the officer is elected to a second consecutive term, then that term shall be two years; if elected to a third consecutive term, then that term shall be one year. No officer, except for the Executive Director, shall serve more than six consecutive years.
SECTION 2. DUTIES OF PRESIDENT
The President shall, in general, perform all duties incident to the office of President and such other duties as may be required by law, or by the Articles of Incorporation or Bylaws of EAC, or which may be assigned by the Board. The President shall preside at all meetings of the Board, unless he or she designates someone else to preside and shall act as spokesperson for the Board.
SECTION 3. DUTIES OF VICE-PRESIDENT
The Vice-President shall, in general, perform all duties Incident to the office of Vice-President and such other duties as may be prescribed by law, by the Articles of Incorporation or Bylaws of EAC, or which may be assigned by the Board. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President 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 on, the President.
SECTION 4. DUTIES OF EXECUTIVE DIRECTOR
The Executive Director shall perform all duties incident to the office of Executive Director and such other duties as may be required by law, or by the Articles of Incorporation or Bylaws of EAC, or which may be assigned by the Board. The Executive Director shall be Chief Executive Officer of the Corporation and shall, subject to the control of the Board, supervise and control the affairs of the corporation and the activities of the officers. The Executive Director shall preside at all Membership Meetings. Except as otherwise expressly provided by law, the Executive Director shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board and make all appropriate reports to the Board.
SECTION 5. DUTIES OF SECRETARY
The Secretary shall, in general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation or Bylaws of EAC, or which may be assigned by the Board. The Secretary shall certify and keep at the principal office of the corporation these Bylaws as amended or otherwise altered to date, a book of minutes of all meetings of the Directors, committees and members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
SECTION 6. DUTIES OF TREASURER
The Treasurer shall, in general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation or by Bylaws of EAC, or which may be assigned by the Board. The Treasurer shall certify and keep at the principal office of the corporation a copy of all annual reports, tax filings, titles to EAC assets, and all related financial records. The Treasurer shall co-sign for all checks, withdrawals or asset sales having a value of more than $5,000. The Treasurer shall also insure that all checks and/or withdrawals, except for the Executive Director’s regular salary check, that are made for the benefit of the same person authorizing such check and/or withdrawal are co-signed by an additional authorized signer. The Treasurer shall exercise reasonable oversight over the monies and assets in the charge of the Executive Director and shall be responsible for correct financial reports to the Board, to Members, Reporting Authorities and to the public.
SECTION 7. COMPENSATION
The salary of the Executive Director, if any, shall be fixed from time to time by resolution of the Board. No Director shall receive any compensation. The salary of the Executive Director shall be reasonable and given in return for services actually rendered to the corporation which relate to the performance of its charitable or public purposes. Directors are entitled to reimbursement for reasonable expenses incurred in the performance of duty.
ARTICLE 7. EXECUTION OF INSTRUMENTS, FUNDS AND FISCAL YEAR
SECTION 1. EXECUTION OF INSTRUMENTS
The Board, except as otherwise provided in these Bylaws, may by resolution authorize an officer or agent of EAC to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS, DEPOSITS, GIFTS, RESERVED FUNDS, FISCAL YEAR
Except as otherwise specifically determined by resolution of the Board, or as otherwise required by the Bylaws or by law, checks, drafts, promissory notes, order for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Executive Director. All funds of EAC shall be deposited by the Executive Director to the credit of the corporation in such banks, trust companies, or other depositories as the Board may select. The Board may accept on behalf of EAC any contribution, gift, bequest, or devise for the charitable/public purposes of EAC. The fiscal year of the corporation shall begin on the 1st day of January and end on the last day of December in each year, unless otherwise determined by the Board.
SECTION 3. BOARD RESERVED FUNDS
Board Reserved Funds are those funds so designated by a two-thirds vote of the entire Board. Once so designated, withdrawals from Board Reserved Funds that would reduce the principal beyond the original balance must be approved by a two-thirds vote of the entire Board, except that withdrawals of less than 5% of assets per year, cumulatively, even if this reduces the principal below the original amount are not subject to any special voting provision. New Reserve Funds may be created, Existing Funds re-designated as Reserved or existing Board Reserve Funds un-designated by a two-thirds vote of the entire Board. The West Marin Environmental Action Fund of the Marin Community Foundation is a Board Reserved Fund.
ARTICLE 8. CORPORATE RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF RECORDS AND INSPECTION RIGHTS
The corporation shall keep at its principal office or at a location designated by the Board: Minutes of all meetings of Directors, committees of the Board, and a list of names of addresses of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; the Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours.
Every member has the right to inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, and a list of names of addresses of members, upon written demand on the corporation by the member, for a purpose reasonably related to such person’s interests as a member. Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
SECTION 2. ANNUAL REPORT
The Board shall cause an Annual Report to be furnished not later than 120 days after the close of EAC’s fiscal year to all members. The Annual Report shall be accompanied by any report thereon of independent accountants, or, if there is no such accountant report, the certificate of an authorized Officer that such Annual Report was prepared without audit from the books and records of the corporation. The Annual Report shall contain the following information in appropriate detail: (a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year. (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year. (c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year. (d) The expenses of disbursements of the corporation, for both general and restricted purposes, during the fiscal year. (e) A statement which briefly describes the amount and circumstances of any indemnification or transaction in which EAC was a party, and in which any director or officer of EAC has a direct or indirect material financial interest. The statement shall include the names of the interested persons involved, each person’s relationship to EAC, the nature of such person’s interest in the transaction and, where practical, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated. This statement need only be provided for a previous fiscal year transaction involving more than $50,000 (or which was one of a number of transactions with the same person involving, in the aggregate, more than $50,000) or a previous fiscal year indemnification or advance aggregating more than $10,000 paid to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5034 of the California Corporation Code.
ARTICLE 9. PROHIBITION AGAINST SHARING PROFITS AND ASSETS
No member, director, officer, employee or other person connected with EAC, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of EAC. All members of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of EAC, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.
ARTICLE 10. AMENDMENT OF ARTICLES AND BY-LAWS
SECTION 1. AMENDMENT OF ARTICLES
Amendment of the Articles of Incorporation may be adopted by a majority of the members of EAC, however, any such amendment shall not alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of this corporation nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the corporation has filed a “Statement by Domestic Nonprofit Corporation” pursuant to Section 6210 of the California Nonprofit Corporation Law.
SECTION 2. AMENDMENT OF BYLAWS
Except where approval by the membership is required by the California Corporations Code, , the bylaws may be amended or repealed and new bylaws adopted by vote of the Board. Amendments to those parts of these Bylaws that require certain actions to be confirmed by vote of more than a majority of the Board must themselves be approved by a two-thirds vote of the entire Board and then by a majority of members at the following Annual Membership Meeting.
SECTION 3. AMENDMENTS REGARDING TERMINATION OF MEMBERSHIP
Notwithstanding any other provisions of these Bylaws, if any amendment of the Articles of Incorporation or of the Bylaws of EAC would result in the termination of all memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Corporations Code.
AMENDED CERTIFICATE
This is to certify that the foregoing 10 pages are a true and correct copy of the Amended Bylaws of the corporation named in the title thereto and that such Amended Bylaws were duly adopted by the members of said corporation on the date set forth below.
_________________________ DATED:___July 2009__________ SECRETARY
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