BYLAWS OF CALIFORNIA ASSOCIATION OF BOND OVERSIGHT COMMITTEES
A California Nonprofit Public Benefit Corporation
Purpose Statement: “The specific purpose of this corporation is to provide training, assistance, and encouragement to California School Proposition 39 Citizens’ Bond Oversight Committee Members through development of training materials, delivery of online training, conferences, workshops, formation of regional groups of California Citizens’ Bond Oversight Committees and representing common interest at the statewide level.” (Articles of Incorporation, Section 4)
ARTICLE 1. OBJECTIVES AND PURPOSES
ARTICLE 1. OBJECTIVES AND PURPOSES
The California Association of Bond Oversight Committees (“CABOC” or “the corporation”) is a nonpartisan, nonprofit public benefit corporation. Its Articles of Incorporation list the purposes of the corporation, and those purposes are deemed to be part of these bylaws with the same force and effect as if written herein. The corporation, through its board of directors (“the board”), shall adopt and amend as necessary a CABOC Policy Manual (“the policy manual”) to guide the activities and operations of the board and CABOC’s officers and committees.
ARTICLE 2. STRUCTURE
Section 1. Membership Corporation
The California Association of Bond Oversight Committees is a membership corporation whose members elect a board of directors to whom they delegate responsibility for direction of this 501(c)(3) corporation in accordance with the California Corporations Code, the Articles of Incorporation, and these bylaws.
Section 2. Election of Directors by Region
For purposes of the election of directors, the corporation shall be divided into three or more regions as equally as possible by the number of counties. Each year directors shall be elected from each region by the members residing within that region.
Section 3. Officers and Committees
The board shall elect officers and shall establish and delegate authority to committees as provided in these bylaws and the policy manual and as allowed by law.
Section 4. Chapters
The corporation may authorize the formation of chapters in any of the California counties, upon application to and approval by the board of directors.
ARTICLE 3. CORPORATE OFFICES
Section 1. Principal Office
The principal office of the corporation shall be maintained at such location in the State of California as may be determined by the board of directors.
Section 2. Other Offices
The corporation may also have offices at such other places, within the State of California, where it is qualified to do business. The board may change the location of any such offices.
ARTICLE 4. MEMBERS
Section 1. Membership
- Membership shall consist of voting members and such other classes of members as the board of directors shall determine.
- Other than as authorized by a vote of the board, no member shall claim association with the California Association of Bond Oversight Committees for commercial purposes.
Section 2. Classes of Membership
- Voting members. Voting membership is limited to individuals who are serving or have served on a regular Proposition 39 Citizens’ Bond Oversight Committee, citizens’ oversight committee of other jurisdiction, CABOC Board Members and CABOC Advisors. Voting members are not required to pay dues at this time but are encouraged to make a voluntary contribution. Voting members in good standing have all the rights and privileges of membership including the right to vote on:
- The election of directors;
- Amendments to the bylaws that materially and adversely affect the rights of members or member voting rights;
- A change in the number of directors or the length of directors’ terms;
- Amendments to the Articles of Incorporation;
- The disposition of all or substantially all of the corporation’s assets;
- Any merger and its principal terms; and
- Such other matters as set forth in the California Nonprofit Public Benefit Corporation Law.
- Associate members. Any person interested in the affairs of the corporation shall be eligible for associate membership if a voting member in good standing recommends that the person be granted associate membership. Associate members shall pay dues as determined by the Board. They are not entitled to vote on corporation issues. Associate members may serve on committees.
- Honorary members. Any individual or business organization recognized for substantial and continual achievement in support of the California Association of Bond Oversight Committees may be approved by the board for honorary membership. Honorary members are not assessed dues and are not entitled to vote on corporation issues. Individual honorary members may serve on committees.
Section 3. Dues
Each member shall pay dues in the prescribed amount and at such time as may be set by the board.
Section 4. Membership Status
- Member in good standing. Those members who have paid any required dues, if any in accordance with these bylaws.
ARTICLE 5. NOMINATION AND ELECTION OF DIRECTORS AND OFFICERS; APPOINTMENT OF TELLERS
- Each year, the president shall appoint, subject to ratification of the board of directors, a Nominations-Elections Committee of three (3) members.
- The president shall appoint, subject to ratification of the board, a chair of the Nominations-Elections Committee who shall be a member of the board.
- The committee shall manage the election of directors in accordance with the policy manual.
- Nomination and Elections Committee shall count or observe the counting of the votes and, at the annual meeting, verify and report the results of the election.
- Prior to the first annual membership meeting the initial Founding Board of Directors shall be appointed by the appointed Board of Directors.
ARTICLE 6. DIRECTORS
Section 1. Number of Directors; Additional Directors
There shall be not more than firty (50) elected directors, nor fewer than a total of five (5) directors. The directors shall collectively be known as the board of directors or the board.
Section 2. Qualifications
A director must be a voting member of the corporation in good standing as defined in Article 4, “Members,” Section 4(a).
Section 3. Powers
Subject to the provisions of California law and any limitations in these bylaws, the business and affairs of this corporation shall be conducted, and all corporate powers shall be exercised by or under the direction of the board of directors. The board of directors may adopt, use, and at will alter a corporate seal and a logo.
Section 4. Duties
It shall be the duty of the directors to:
- Perform any and all duties imposed on them collectively or individually by law, or pursuant to these bylaws and the board’s adopted policies
- Assume fiduciary responsibility for the corporation as required by law
- Prescribe the duties and fix the compensation (if any) of all officers, agents, and employees of the corporation, except as otherwise provided in these bylaws
- Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly
- Meet at such times and places as required by these bylaws or the policy manual
- Register their address, including any email address, with the secretary of the corporation
- Approve the proposed annual ballot that includes a slate of qualified candidates for director
- Elect officers of the corporation
Section 5. Terms of Office
- The term of office for elected directors will be two years beginning at the time the election results are verified and announced at the annual meeting.
- The terms of the initial sixteen (16) founding Board members shall be: five (5) positions with terms ending December 31, 2020 determined by lot. Five (5) positions with terms ending December 31, 2021 determined by lot. Six (6) positions with terms ending December 31, 2022 determined by lot for three (3) positions, and the three (3) initial Board members. Thereafter, Board two-year terms shall start January 1 and end December 31 as applicable. Board Directors shall hold office until their successor has been elected and qualified. Directors elected to fill a vacant position shall serve the remainder of the unexpired term for that position.
- An elected director may serve no more than three consecutive two-year terms, in addition to a Founding Board of Director first term of one year, if any.
- An elected director may serve up to six years (three consecutive two-year terms) in any office (chairperson, president, vice president, secretary, and treasurer) or a combination of those offices.
Section 6. Compensation and Reimbursement
- Directors shall serve without compensation.
- Directors may be reimbursed for their actual and necessary expenses incurred while engaged in activities of the corporation. Directors may be compensated for rendering services or providing supplies to the corporation in a capacity other than as director so long as such compensation is reasonable and receives prior approval from the board of directors.
Section 7. Vacancies and Removal
- Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.
- A vacancy may be declared by the board in an office of a director who has not personally participated in two consecutive meetings or a total of four meetings in any 12-month period without good cause as determined by the president.
- Any director may be removed by the board if the director no longer meets the requirements for qualification as set forth in Section 2 of this Article.
- Any director may resign effective upon giving written notice to the president, the secretary, or the board of directors. The director’s resignation shall become effective immediately unless the notice specifies a later date. At any time that there is only one remaining director holding office, that director must, prior to resigning, give appropriate notice to the California Attorney General of the director’s intention to resign, which resignation would leave the corporation with no director in charge of its affairs.
- The president has the sole authority to fill a vacancy in any director or officer position for the remainder of the term, subject to ratification of the board.
ARTICLE 7. OFFICERS
Section 1. Officers of the Corporation
The officers of this corporation shall be the chairperson, president, the vice president, the secretary, and a chief financial officer, who shall be designated as the treasurer, Assistant Vice President, Assistant Secretary and Assistant Treasurer. The officers shall be elected by the Board. Corporate Officers terms shall be for two (2) years. The terms of Corporate Officers serving as of March 13, 2021 shall end January 31, 2022 as will the terms of any new Corporate Officers that have been elected prior to January 31, 2022. Corporate Officers shall serve to the end of their term or until their successor has been elected and qualified.
Section 2. Other Officers or Agents
The board of directors may appoint such other officers or agents as it may deem desirable, and such persons shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the board of directors.
Section 3. Vacancies; Removal of Officers
A vacancy in any office may be filled by the president, subject to ratification of the board. Any officer may be removed, either with or without cause, by the board of directors, at any time, if two-thirds of the directors holding office agree.
Section 4. Duties of President
The president shall:
- Be the chief executive officer of the corporation and shall, subject to the approval of the board of directors, supervise and manage the affairs of the corporation and the activities of the officers.
- Preside at all meetings of the corporation except Board meetings and the annual membership meeting.
- In the name of the corporation, execute such contracts or other instruments which may from time to time be authorized by the board of directors, except as otherwise expressly provided by law, the bylaws, or the board’s adopted policy manual.
- Perform all other duties assigned by the board or required by law.
The president may appoint a member in good standing to fill a vacancy on the board of directors, a vacant officer position, a vacant committee chair position, or a vacancy on the Nominations-Elections or Finance committees, subject to ratification of the board.
Section 5. Duties of Vice President
In the absence, inability to act, resignation, or removal of the president, the vice president shall assume all the duties, authority, and responsibility of the president and such other duties as may be required by the board of directors.
Section 6. Duties of Secretary
The secretary shall:
- Certify and keep the original, or a copy, of the Articles of Incorporation, the CABOC Bylaws, and the CABOC Policy Manual and any amendments or revisions to date.
- Allow for the inspection of the corporation’s Articles of Incorporation, bylaws, and policy manual by directors, officers, or members of the corporation at all reasonable times.
- Take and keep in such manner as the board may determine, the minutes of all meetings of the directors, and the meetings of the Executive Committee if action is taken, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present at the meeting, and the proceedings thereof.
- Exhibit upon request and reasonable notice to any director of the corporation, or to the director’s agent, the Articles of Incorporation, bylaws, policy manual, and minutes of the proceedings of the directors of the corporation.
- Maintain and distribute to the board copies of all committee meeting minutes and committee procedures.
- Ensure that all notices are duly given in accordance with the provisions of the bylaws or the policy manual or as required by law.
- Be custodian of the records and the seal of the corporation.
- In general, perform all duties incident to the office of secretary and such other duties as may be assigned by the board or required by law.
Section 7. Duties of Treasurer
Subject to the provisions of Article 11, “Execution of Instruments, Deposits, and Funds,” the treasurer shall:
- Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be approved by the board of directors
- Receive and give receipt for monies due and payable to the corporation from any source whatsoever
- Disburse or cause to be disbursed the funds of the corporation as may be directed by the board of directors, taking proper vouchers for such disbursements
- Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses
- Keep and maintain a copy of the corporation’s federal tax exemption application and annual information returns, which shall be open to public inspection and copying to the extent required by law
- Exhibit upon request and reasonable notice the books of account and financial records to any director of the corporation, or to the director’s agent or attorney
- Render to the president and the directors, whenever requested, an account of any or all of the treasurer’s transactions as treasurer and of the financial condition of the corporation
- Prepare, or cause to be prepared, the corporations’ financial statements to be included in any required reports and prepare the necessary materials for a yearly informal financial review or any formal audit approved by the board
- Cause an annual report to be furnished not later than (1) 60 days after the close of the corporation’s fiscal year to all directors and (2) 120 days after the close of the corporation’s fiscal year to the members, which shall contain the following information in appropriate detail:
1.) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year
2.) The principal changes in assets and liabilities, including trust funds, during the fiscal year
3.) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year
4.) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year
The annual report shall be accompanied by a report of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
- 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 of the corporation, the bylaws, or the adopted policies, or which may be assigned to the treasurer from time to time by the board of directors.
Section 8. Duties of Chairperson
The Chairperson shall preside at Board meetings and the annual membership meeting and such other duties as may be assigned by the Board or President.
Section 9. Duties of Assistant Vice President
Perform such duties as may be assigned by the Board, president, or vice president.
Section 10. Duties of Assistant Vice President
Perform such duties as may be assigned by the Board, president, or secretary.
Section 11. Duties of Assistant Treasurer
Perform such duties as may be assigned by the Board, president, or treasurer.
ARTICLE 8. MEETINGS
Section 1. Place of Meetings
Meetings of the board of directors shall be held at the principal office of the corporation, or as designated by the board. Except as provided in Section 3 of this Article, any meeting, regular or special, may be held in person or with any electronic technology the board agrees upon. Officers shall be elected by the Board of Directors in January of each even year beginning with January 2022 for two-year terms beginning upon election and ending when their successor has been elected and qualified. The initial officers shall serve until January 2022 or until their successor has been elected and qualified.
Section 2. Frequency of Meetings
Regular meetings of the board of directors shall be held a minimum of four times a year. The frequency, time, and place of the meetings shall be set by the board.
Section 3. Annual Meeting
There shall be an annual meeting of the membership held at such time and place as determined by the board of directors. A quorum shall be 60% of the voting members or 35 members whichever is lower. The annual meeting of the membership shall include:
- Reports as required by the board
- The tellers’ report of voting results for directors
- Action on any matters that require membership approval and have been previously noticed
- The first annual membership meeting shall be held in January of each year.
- Absentee or proxy voting shall not be permitted at the annual membership meeting.
Section 4. Notice of Meetings and Agendas
- There shall be an agenda for any meeting that requires action on the part of the board of directors. The agenda shall include a description of each item to be acted upon. The agenda and the supporting written materials, along with a notice of the meeting stating its date, time, and place (or if the meeting will be held electronically, an explanation of how attendees may participate) shall be sent or transmitted electronically to each director at that director’s address of record at least seven days and not more than thirty days prior to the meeting date. Notice shall be given to members of meetings and agendas of the board of directors by posting the agenda on the corporation’s website seven days prior to the meeting date.
- Notices of meetings mailed or transmitted electronically at least seven days prior to the meeting date to addresses directors have registered with the secretary shall be valid notices. The date of postmark or any reasonable equivalent evidence of delivery to a public delivery service, including electronic media, shall be the date of notice. Notice of the time and place of holding a meeting to replace a meeting that has been adjourned need not be given to absent directors if the second meeting is held no more than 48 hours from the time of the adjourned meeting. Notice shall be given of any regular or special or adjourned meetings to directors absent from the meeting if the second meeting is held more than 48 hours from the time of the adjourned meeting.
- Notices of meetings of the membership, other than a special meeting, shall be no less than 10 nor more than 90 days prior to the meeting date, in accordance with applicable California law.
Section 5. Special Meetings
- A special meeting of the board of directors may be called by the president, the vice president, the secretary, or by one-third of the directors holding office. The meeting shall be held at a place or in such manner within the State of California, as designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation. The purpose of the special meeting shall be limited to addressing important matters that require action before the next regular meeting. Notice to the membership of special meetings of the board of directors shall be posted on the corporation’s website 48 hours in advance of the meeting.
- Notices of special meetings of the membership shall be not less than 35 nor more than 90 days prior to the meeting date, in accordance with applicable California law.
Section 6. Special Meeting Notice Waiver
The transactions of any special meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided that a quorum as hereinafter defined is present and that two-thirds of the total directors holding office agreed by electronic means or in writing at least 48 hours prior to the meeting that such meeting was necessary. All such waivers, consents, or approvals shall be filed with the corporation’s records or made a part of the minutes of the meeting.
Section 7. Quorum for Meetings
- A quorum shall consist of more than 50% of the directors holding office. Except as otherwise provided in the CABOC Bylaws, or by law, no actions shall be taken by the board at any meeting at which a quorum, as defined, is not present.
- When a meeting is adjourned for lack of a quorum, it shall be necessary to give notice of the time and place of any meeting scheduled to replace the adjourned meeting, and of the business to be transacted at such meeting, except as provided in Section 4 of this Article.
- The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum, provided that any action thereafter taken must be ratified by at least a majority of the required quorum or such greater percentages as may be required by law or the bylaws of this corporation. Approval of minutes (by a quorum of directors holding office) reflecting the board’s action shall constitute ratification of such action.
Section 8. Majority Action as Board Action
Every act or decision made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the bylaws or policies of this corporation or provisions of applicable law require a greater percentage or different voting rules for approval of a matter by the board.
Section 9. Conduct of Meetings
- Meetings of the board of directors shall be presided over by the president of the corporation or in the president’s absence, by the vice president of the corporation or, in the absence of both persons, by a person chosen by the majority of the board of directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that in the secretary’s absence the presiding officer shall appoint another person to act as the secretary for the meeting.
- Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the corporation’s bylaws or adopted policy manual or with applicable California law
Section 10. Action by Unanimous Written Consent without Meetings
Any action required or permitted to be taken by the board of directors under any provision of law may be taken without a meeting if all members of the board holding office shall individually or collectively consent to such action in writing or by such electronic means approved by the board. The consents shall be filed with the minutes of the proceedings of the board. The action shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which related to action so taken shall state that the action was taken by unanimous consent of the board of directors without a meeting and that the bylaws of this corporation authorize the directors holding office to so act, and that statement shall be prima facie evidence of such authority.
ARTICLE 9. COMMITTEES
Section 1. Executive Committee
The Executive Committee is a standing committee composed of the chairperson, president, vice president, assistant vice president, secretary, assistant secretary, treasurer, and director(s) nominated by the president and approved by the board of directors. The duty of the Executive Committee is to conduct business between meetings when action must be taken on a matter before the next meeting of the board. The committee shall keep regular minutes of its proceedings if action is taken and cause an approved copy to be filed with the corporation’s records and disseminated to the board of directors with the next agenda packet. A quorum shall consist of a majority of members of the Executive Committee.
Section 2. Standing and Ad Hoc Committees; Appointment and Removal of Chairs
- The board of directors shall establish such standing committees to work under the president’s direction as it shall determine necessary to accomplish the goals of the corporation. The board of directors shall notify the membership by letter, email, or notice in the corporation’s newsletter, if it establishes or dissolves a standing committee.
- The president may establish and dissolve ad hoc committees as determined necessary, with ratification by the board.
- The president shall appoint a chair of each committee, upon ratification of the board. The chair of the committee shall appoint the vice chair and other members of the committee except as otherwise provided by the policy manual. When a new president is elected by the board, the president may appoint new chairs upon ratification of the board or reappoint incumbent committee chairs without ratification by the board.
- The board, or the president upon ratification by the board, may remove a committee chair with or without cause.
Section 3. Committee Responsibilities
- Committees shall keep regular minutes of their proceedings and disseminate a copy to the board with the agenda packet for the next regular meeting and cause an approved copy to be filed with the corporation’s records
- No committee shall have power or authority to take any action on behalf of the corporation, unless specific power and authority is delegated to that committee by the policy manual, a resolution, or other action of the board of directors.
- A committee can take no action except when a quorum is present.
ARTICLE 10. INDEMNIFICATION AND INSURANCE
Section 1. Non-Liability of Directors
No director shall be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 2. Indemnification of Directors, Officers, Employees, and Other Agents
To the extent that an administrative or legal proceeding is brought to procure an order or judgment against a person who is, or was, a director, officer, employee or other agent of this corporation by reason of the fact that they are or were such an agent, as to any claim, issue or matter therein, such person shall be indemnified by the corporation for expenses actually and reasonably incurred by such person in connection with such proceeding.
Indemnification shall be conditioned on the board or a court finding that the person acted in good faith and in a manner the person reasonably believed to be in the best interest of the corporation.
If such claim is resolved by settlement, order, or judgment, then indemnification for expenses, judgments, fines and settlements and other amounts reasonably incurred shall be made by the corporation but only to the extent allowed by and in accordance with the requirements of the California Nonprofit Corporation Law.
Section 3. Insurance for the Corporation’s Agents
The board of directors may authorize the purchase and maintenance of liability insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against any liability incurred by the agent in such capacity or arising out of the agent’s status as such.
ARTICLE 11. EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
Section 1. Execution of Instruments
The board of directors, except as otherwise provided in these bylaws, may, by action, resolution, or policy, authorize any officer or agent of the corporation to enter 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, employee, or agent 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 and Notes
Except as otherwise specifically determined by resolution or adopted policy of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, and orders for the payment of money, including electronic transfers and other evidence of indebtedness of the corporation, shall be signed by the treasurer or his/her designee.
ARTICLE 12. GIFTS
Subject to approval by the board of directors, any officer of the corporation may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of the corporation and shall promptly deliver it to the treasurer.
ARTICLE 13. FISCAL YEAR
The fiscal year of the corporation shall begin on January 1 and end on December 31.
ARTICLE 14. AMENDMENTS TO BYLAWS OR ARTICLES OF INCORPORATION
Section 1. Amendment of Bylaws
Subject to any provision of law applicable to the amendment of bylaws of public benefit nonprofit corporations, these bylaws may be altered, amended, or repealed and new bylaws adopted by approval of two-thirds of the board of directors holding office. The membership shall vote on bylaw amendments that materially and adversely affect members or member voting rights or that change the number of directors or the length of directors’ terms.
Section 2. Amendment of Articles of Incorporation
Notwithstanding the above section of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this corporation, except for such amendments required for, or consistent with, tax exemption under section 501(c)(3) of the Internal Revenue Code, nor the name and address of its initial agent, except to correct an error.
This is to certify that the foregoing is a true and correct copy of the Bylaws of the California Association of Bond Oversight Committees as duly adopted November 12, 2019 by the Board of Directors of said Corporation and amended through June 12, 2021.
Dated: June 12, 2021
Anton Jungherr, Secretary,
California Association of Bond Oversight Committees
Initial adoption on November 12, 2019
Amended September 12, 2020
Amended January 9, 2021
Amended March 13, 2021
Amended June 12, 2021