Bylaws of CFSB
A 501(c)(3) Non-Profit Organization
ARTICLE I
NAME AND PURPOSE
The name of this corporation shall be COMMERCIAL FISHERMEN OF SANTA BARBARA and its purpose shall be those as set forth in its Articles of Incorporation.
ARTICLE II
MEMBERSHIP
Section 1: Members
There shall be two classes of members of this corporation. The first class of members shall be known as voting members, and the second class of members shall be known as associate members and shall have no vote.
Section 2: Voting Members
Voting members shall be those individuals who earn their livelihood or a substantial portion there of by commercial fishing. Voting members must have dues current in order to vote. Only voting members are entitled to vote at the annual meeting or any special meeting of the membership.
Section 3: Associate Members
Associate Members shall be those persons, firms, associations or organizations interested in the purposes and functions of the corporation who meet the requirements of such membership as shall be established from time to time by the board of directors.
Section 4: Voting and Other Rights of Members
Each voting member of this corporation shall be entitled to one vote. Associate Members of this corporation shall not be entitled to vote and no notice of any meeting of the membership of this corporation need be given to any Associate Member.
Section 5: Admission
Any individual who is qualified to become a voting member as provided in Section 2 of this Article II shall be admitted to the corporation upon payment of current dues.
Any associate member shall be admitted upon payment of current dues and upon the fulfillment of such requirements as shall be established from time to time by the board of directors.
Section 6: Membership Fees and Dues
A. Voting Members
Voting members who own an interest in a commercial fishing vessel shall pay current dues in order to be admitted to this corporation of $70 per calendar year. Other voting members shall pay current dues of $30 per calendar year in order to be admitted to the corporation. Voting members shall be individuals only and shall pay dues in the sum of $70 per year payable in full or upon such other terms or conditions as the board of directors may establish from time to time. There shall be no refunds of dues paid and in the event that a voting member shall exercise any vote of his, the whole of the annual dues shall become an absolute liability of that voting member to this corporation whether or not that voting member’s membership should terminate for any reason.
B. Associate Members
Dues of associate members shall be such as are established from time to time by the board of directors. Associate members shall pay dues in the sum of $30 for individuals, $70 for small businesses and $140 for large businesses.
Section 7: Termination of Membership
The board of directors by affirmative vote of two-thirds of the members of the board may suspend or expel a voting member for cause after an appropriate hearing. The board of directors by an affirmative vote of a simple majority of the members of the board may suspend or expel an associate member with or without cause.
Section 8: Transfer of Membership
Membership in this corporation is not transferable.
Section 9: Liabilities of Members
No person who is now or who later becomes, a member of this corporation shall be personally liable to creditors for any indebtedness or liability and any and all creditors of this corporation shall look only to the assets of this corporation for payment.
ARTICLE III
MEETINGS OF MEMBERS
Section 1: Annual Meetings
The annual meeting of the members shall be held on the first Thursday in April at such time and place as the board of directors may designate prior to such meeting and designated in the notice calling the meeting. The date of the annual meeting will be flexible due to weather concerns and once noticed can be scheduled on short notice. The annual meeting shall be for the purpose of electing the officers (bi-annually) of the corporation and for the transaction of such other business as may come before the meeting.
Section 2: Special Meetings
Special meetings of the members for any purpose or purposes may be called by either the president of the corporation or by one-fifth of the members having voting rights.
Section 3: Notice of Meetings
Notice of annual or special meetings of members of this corporation shall be given by the secretary or such other officer as the board of directors may, from time to time determine, to each voting member in such manner as the board of directors may designate.
The transactions of any meeting of the members of this corporation, however called and noticed, shall be as valid as though had at a meeting held after regular call and notice of a quorum is present, and if, either before or after the meeting, each of the voting members not present signs a written waiver of notice or a consent to holding this meeting. All the waivers, consents or approvals shall be filed with the corporate records or be make a part of the minutes of the meeting.
Section 4: Quorum
Fifty percent (50%) of the voting members shall constitute a quorum at such meetings. If a quorum is not met present at any meeting of members, a majority of the voting members present may adjourn the meeting from time to time without further notice. Upon written notice by board of directors a majority of the executive committee may constitute a quorum. Conference calls and or emails my constitute a meeting if a majority of executive committee is a party. All board members must reasonably be noticed of electronic meetings.
Section 4: Voting
Votes may be cast in person or by proxy (in writing) or on website within two weeks of annual meeting. Each voting member shall be entitled to one vote and a simple majority of the votes cast shall elect a director of the corporation. Voting may take place in an electronic format if reasonably noticed.
ARTICLE IV
BOARD OF DIRECTORS
Section 1
The board of directors of this corporation shall be elected by the voting members at the annual meeting until changed by amendment of these Bylaws or amendment of the Articles of the corporation.
Section 2: Quorum
Fifty (50%) of the members of the board of directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is not present shall be the act of the board of directors, unless the act of a greater number is required by law or by these Bylaws. A majority of the executive committee shall constitute a quorum for the purpose of daily business.
Section 3: Powers of the Board
Subject to limitations of the Articles of Incorporation, other sections of the Bylaws and of California law, all corporate powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by the board of directors. Without limiting the general powers, the board of directors shall have the following powers:
(a) To select and remove all the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, the articles of Incorporation or the Bylaws, fix their compensation and require from them security for faithful service.
(b) To conduct, manage and control the affairs and business of the corporation and to make rules and regulations not inconsistent with law, the Articles of Incorporation or the Bylaws.
(c) To borrow money and incur indebtedness for the purposes of the corporation, and for that purpose to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities.
Section 4: Election
The voting members of the corporation will elect seven board members of the corporation at the annual meeting of members. The Board of Directors shall elect an executive committee consisting of president, vice president and treasurer. The board will also elect a secretary if needed.
Section 5: Organization Meeting
Immediately following the annual meeting of members, the board of directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. No notice of such organizational meeting need be given.
Section 6: Special Meetings
Special meetings of the board of directors for any purpose or purposes may be called at any time by the president or by one-fifth of the directors. Written notice of the time or place of the special meetings shall be given by the secretary or such other officer as the board of directors may, from time to time, determine, to each director in such manner as the board of directors may designate. No notice need be given to associate members. Transactions of any meeting of the board of directors, however called and noticed, and wherever held, shall be as valid as though the meeting had been held, after regular call and notice if a quorum is present and if, either before or after the meeting each of the directors not present signs a written waiver of notice, or a consent to holding the meeting, or an approval of the minutes of the meeting. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 7: Action Without a Meeting
Any action by the board of directors may be taken without a meeting if all members of the board individually or collectively consent in writing to this section. Such written consents shall be filed with the minutes of the proceedings of the board.
Section 8: Term of Office
Each qualified director shall hold office until the next annual meeting of the members and until his successor has been elected and qualified.
Section 9: Termination
Termination for any reason of a voting member’s status in the corporation shall automatically terminate his position as director.
Section 10: Compensation
Directors as such do not receive any stated salaries for their services, but by resolution of the board of directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at regular or special meetings of the board; nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
ARTICLE V
OFFICERS
Section 1: Officers
The officers of this corporation shall consist of the president, two vice-presidents, or as many additional vice-presidents as the board of directors may deem necessary, a treasurer and as many assistant secretaries and treasurers as the board of directors shall from time to time determine.
Section 2: Elections
The officers of this corporation shall be elected by the board of directors at its meeting following the annual meeting of the members. Each officer shall hold office for one year or until his successor is elected and qualified.
Section 3: Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the board of directors for the unexpired portion of the term.
Section 4: President
The president shall be the principal executive officer of the corporation, shall in general supervise and control all of the business affairs of the corporation. He shall preside at all meetings of the members and of the board of directors. He may sign, with the secretary or any other officer of the corporation authorized by the board of directors, any contracts or other instruments that the board of directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by the Bylaws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of the president and such other duties as may be prescribed by the board of directors from time to time.
Section 5: Vice President
In the absence of the president or in the event of his inability or refusal to act, the vice-presidents or any executive committee member in the order of their election shall perform 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. Any vice-president shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors.
Section 6: Secretary
The secretary shall keep a full and complete record of the meetings of the board of directors, shall keep the seal of the corporation, and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the corporation, and shall discharge such other duties of the office as prescribed by the board of directors.
Section 7: Treasurer
If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties, as the board of directors shall determine. The treasured shall receive and safely keep all funds of the corporation and deposit them in the bank or banks that may be designated by the board of directors. Those funds shall be paid out only on checks of the corporation signed by the president, vice president, treasurer or secretary or by such officers as may be designated by the board of directors as authorized to sign them. The treasured shall have such other powers and perform such other duties as may be prescribed from time to time by the board of directors.
Section 8: Removal
Any officer may resign or may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, provided that such removal shall be without prejudice to the contract rights, if any, of the officer removed.
ARTICLE VI
ADVISORY BOARD
There may be an advisory board of the corporation. The advisory board shall be on call, from time to time, for the purpose of furnishing to the corporation and its board of directors advice and counsel concerning the functions of the corporation. This membership shall be composed of persons qualified to furnish such advice and counsel, who may or may not be members of the corporation.
ARTICLE VII
COMMITTEES
The board of directors or the president may appoint such action committees and staff committees as it or the president deems necessary to the proper functioning of the corporation, such committees to be composed of members of the board of directors, and non-members of the board of directors. Nonmembers must receive majority approval of the executive committee.
ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1: Contracts
The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, 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.
Section 2: Checks, Drafts, Etc.
All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determination by the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the corporation.
Section 3: Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
Section 4: Gift
The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
ARTICLE IX
GOVERNMENT LIAISON
The corporation is working to refine the goals of scientific and economic projects, establish, train and maintain aggressive stock assessment data collection, support socio-economic studies of the fisheries and to continue to add value to the products and industry of the corporation
In keeping with the purposes of the corporation which include cooperation with all public agencies and officials in an effort to enhance, promote and develop ocean resources and the commercial fishing industry, the board of directors shall have the right to permit and to invite representatives of the city, county, state or other governmental agencies, to attend the meetings of the board for the purpose of furnishing information to the board as to the problems and activities of such governmental agencies within the scope of the functions and purposes of the corporation, to become acquainted with the activities and problems of the commercial fishing industry and ocean resources, to convey to and receive from the board of directors requests for cooperation between the corporation and such governmental agencies where such cooperation is desired and appropriate.
The representatives of such governmental agencies shall not have voting power.
ARTICLE X
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, board of directors, and shall keep at the registered or principal office a record giving the names and addresses of members entitled to vote. All books and records of the corporation may be inspected by any voting member, or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE XI
FISCAL YEAR
The fiscal year for the corporation shall be the calendar year, beginning on the first day of January and ending on the last day of December.
ARTICLE XII
ASSESSMENTS
A majority of the board of directors may at any time assess the voting members of the corporation, without notice, an amount not in excess of $500 per voting member per year. Any assessments in excess of $500 per year per voting member shall require the written consent thereto by two-thirds of the voting members. Associate members may not be assessed.
ARTICLE III
WAIVER OF NOTICE
Whenever any notice is required under the provisions of a non-profit corporation of California or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to such notice.
ARTICLE XIV
AMENDMENT OF BYLAWS
The bylaws may be amended or repealed and new Bylaws adopted by the vote of a majority of the board of directors at any directors’ meeting, except that a bylaw fixing or changing the number of directors may be adopted, amended, or repealed only by the vote or written consent of a majority of the members of the corporation entitled to vote or the vote of a majority of a quorum at a meeting of the members called for that purpose and which is the majority of those present and voting.
ARTICLE XV
RULES OF ORDER
The rules contained in Robert’s Rules of Order, revised, shall govern all members’ meetings and directors’ meetings of the corporation, except in instances of conflict between Robert’s Rules of Order and the Articles of Incorporation or Bylaws of the corporation or provision of law.