WESTERN REGIONAL BUTTON ASSOCIATION (WRBA)
THE UNDERSIGNED, for the purposes of forming a nonprofit association under the laws of the state of California, do hereby adopt the following Bylaws:
NAME AND LOCATION
The name of the association is WESTERN REGIONAL BUTTON ASSOCIATION, a California nonprofit association, hereinafter referred to as the "WRBA" or the "Association." The principal office of the Association shall be located initially at 1244 Secret Lake Loop, Lincoln, California 95648, but such meetings of the Board and Executive Committee may be held at such places within or without the state of California, as may be designated from time to time.
NATURE OF THE ASSOCIATION
This is a nonprofit association, organized solely for social, charitable, educational and civic purposes.
1. "Association," herein, shall mean and refer to the Western Regional Button Association, its successors and assigns.
2. "Board of Directors," herein, shall mean and refer to the current, President, Vice President, Secretary and Treasurer, its successors and assigns.
3. "Ex-Officio," herein, shall mean and refer to the immediate past president of the Association and other members who may be designated by the President for purposes of consulting with the Board.
4. "General Members," herein, shall mean and refer to all individuals who meet membership qualifications and are in good standing with regard to payment of dues.
6. "WRBA," herein, shall mean and refer to the Western Regional Button Association. The physical boundaries of the Association shall include the following states/Provinces: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Utah, Nevada, New Mexico, Oregon, Washington, Wyoming, Alberta, British Columbia and Saskatchewan.
The term of existence of the Association is perpetual.
NONPROFIT PROVISIONS & PURPOSES
1. IRS Section 501(c)(7) Purposes. This Association is organized exclusively for any lawful purpose to retain nonprofit status as set forth in the most current Internal Revenue Code, and to act and operate exclusively as a nonprofit association pursuant to the laws of the state of California, its municipalities, county governments, and the United States.
The primary objectives and purposes of this Association shall include, but not be limited to, the following:
a) to promote camaraderie among its members;
b) to encourage and coordinate activities related to the button hobby including educational programs, workshops, conventions, lectures and the like;
c) to facilitate communication and knowledge sharing;
d) to engage in affairs of interest to the membership so long as these activities are not inconsistent with the Associationfs nonprofit tax exempt status.
1. Qualification. Membership is open to all individuals who share an interest in the history and hobby of buttons.
2. Categories of Membership. The Board of Directors shall have the power to establish categories of membership (such as: junior, honorary, active and inactive) and define the privileges accompanied with such categories.
3. Membership Dues. As of the initial date of association (October 4, 2003), membership dues are to be established as $15 per year. Further, the Board of Directors shall have the power to modify dues if deemed necessary.
4. Membership The Association shall have voting members who shall have all the rights and privileges of voting members in the Association. Each member shall have only one vote.
BOARD OF DIRECTORS
1. General Powers. The property, affairs, and business of the Association shall be managed and controlled by its Board of Directors. The Board of Directors may by general resolution delegate to officers of the Association and to committees such powers as provided for in these Bylaws.
2. Terms. The Directors shall serve terms of two years to begin January 1 following election, and to end December 31 two years later. This term is set to mirror the fiscal year of the Association.
3. Resignation. Any Director may resign at any time by giving written notice to the President or the Secretary of the Association. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
4. Removal. Any Board Member may be removed from the Board of Directors, with cause, by a majority vote of the General Members or the Board of Directors or both.
5. Vacancies. (a) In the event that an elected member shall not be able to complete his/her term, the President shall appoint an active member of the Association to fill the balance of the unexpired term.
(b) In the event that the President shall not be able to complete the term of office, the Vice-President shall assume the office of the President for the remainder of the term of office.
(c) In the event that both the President and Vice-President are not able to complete their terms of office simultaneously, a line of succession shall be established starting with the Secretary and proceed to the Treasurer.
6. Absences. If an elected member to the Executive Committee or an officer shall be absent from three consecutive regularly scheduled meetings without valid excuse communicated to the Secretary or President, such position shall be considered as having been automatically vacated. The person appointed to such vacancy shall serve for the remainder of the term of the vacancy he/she replaces.
7. Meetings. (a) The Board of Directors shall provide by resolution the time and place, for the holding of the annual meeting of the Board, and any other regular meetings of the Board.
(b) Special meetings of the Board of Directors may be called by the President, or by a majority of the voting Directors then in office, who may fix any place as the place for holding any special meeting.
8. Quorum. The presence in person of a simple majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present in person at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
9. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is 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. Directors may attend a meeting by telephonic, Internet, or similar equipment by means of which all persons participating in the meeting can hear each other, or in the case of Internet use, view each otherfs comments. Directors may vote by mail (including email) ballot.
10. Informal Action. Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
11. Compensation. Directors shall not receive any stated salaries for their services as such, but by resolution of the Board of Directors expenses of attendance may be allowed for attendance at each regular or special meeting of the Board; however, nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving reasonable compensation there for.
1. Officers. The officers of the Association shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with other provisions of this Article. The Board of Directors may elect such other officers or agents (such as Show Chairperson) as it shall deem desirable, and such officers shall have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the office of President. All officers must be members of the Association and reside within the boundaries of WRBA as described in Article VI, sec. 3,a.
2. Number of Board Members. The number of Board Members shall be the number elected from time to time in accordance with these Bylaws, but shall never be less than three (3). The number may be increased or decreased from time to time by election in accordance with these Bylaws. All Board Members must be members of the Association and reside within the boundaries of WEBA as described in Article VI, sec. 3,a.
3. Election. The officers of the Association shall be elected every two years in accordance with these Bylaws, and each shall hold office for one (1) term until their successors have been elected and qualified, or unless he/she shall sooner resign, die, be removed, or otherwise be disqualified to serve. Any officer may serve in a particular position for more than one term if so elected with the exception that the Presidency may not be held for more than two consecutive terms.
4. Duties. The Board of Directors of this Association shall perform all duties imposed of them collectively or individually by law, by the Articles of Association, and these Bylaws. The officers shall further appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the Association. The duties of the individual officers are as follows:
a. President. The President is the chief executive of the Association and shall serve as chairperson of the Board of Directors and of the Executive Committee. The President shall appoint all committee chairpersons; appoint representatives and delegate responsibilities not otherwise provided for or ordered by the Association; coordinate the activities of all committees and serve as an Ex-Officio member of all committees; serve as the official representative of the Association or delegate an official representative as necessary and appropriate, ensure that the programs and policies of the Association are carried out; call special meetings of the Association; preside at all meetings of the Association to announce the business before the Association in its proper order and the result of each vote; and, sign all leases, mortgages, deeds and other written instruments along with another officer.
The President shall prepare an agenda and have it available for distribution to the Board members prior to each regularly scheduled meeting. An extra copy of the agenda is to be distributed to the Secretary for filing. In the event that a vote on any issue before the Board of Directors should result in a tie, the President shall determine the outcome. The President is not allowed to sign for a check written to him or herself as payee.
b. Vice President. The Vice-President shall have all the duties and powers of the President in the absence of the President; and shall assist in additional duties as directed by the President. The Vice-President is not allowed to sign for a check written to him or herself as payee.
c. Treasurer. The Treasurer shall receive and deposit in a bank account, or accounts, all monies of the Association and shall disburse such funds as directed by the Board; keep the financial records of the Association; make reports concerning the financial standing of the Association at regularly scheduled meetings; develop the annual budget for approval by the Board; prepare and publish an annual financial statement to include the income, disbursements and liabilities of the Association for the previous fiscal year; sign all checks and promissory notes of the Association under the direction of the Board unless otherwise excluded; prepare, or have some 3rd party prepare and file the taxes with the Department of Revenue and the Internal Revenue Service; and, cause an annual audit of the Association books, if applicable, to be made by a public accountant at the completion of each fiscal year (but excluding the initial year of existence). Copies of the budget and income/expense statement, if applicable, must be available for distribution at each regularly scheduled meeting. An extra copy of the Treasurer's report is to be distributed to the Secretary for filing. If the President, Vice-President and Secretary do not appear at any given meeting, the Treasurer shall take up the duties as interim president until such time that either of the other officers should appear. The Treasurer is not allowed to sign for a check written to him or herself as payee.
d. Secretary. The Secretary shall record the votes and keep accurate minutes of all meetings and proceedings of the Association; maintain accurate records of any official correspondence of the Association; carefully preserve all official records and documents; keep the Articles, Bylaws, amendments and resolutions in good order and up to date; check for duplication and conflict among the same; maintain the official membership list of the Association; and, perform such other duties as required by the Board. The Secretary shall have all the duties and powers of the President in the absence of both the President and Vice-President. The Secretary is not allowed to sign for a check written to him or herself as payee.
1. Creation. There shall be standing committees and special committees, if needed, which may be created by the President of the Association as required. These committees may be identified, but not limited to the following: Membership, Nominating, Education, Policy and Rules, Conference, Ways and Means.
2. Reimbursement. All expenditures on behalf of the Association must go through the Board of Directors (preferably in the form of budget recommendations) before purchase if expecting a reimbursement. It shall be the duty of each committee chairperson, requiring such reimbursement, to submit the request in writing for the Board to consider. Each committee chair requesting funds shall be determined on a case-by-case basis before the Board.
1. Annual Meetings. The Annual Meeting shall be held each year, at a time and place determined by the Board of Directors, and upon at least three (3) weeks notice to the General Members. However, failure to hold an annual meeting timely shall in no way affect the terms of the Board of Directors or the validity of their actions of the Association. In an election year, during the Annual Meeting, all old business shall be conducted prior to the election. At all meetings (annual, regular and special), the Association shall abide by the rules contained in the Robert's Rules of Order, except in cases which would represent conflicts with the Articles or these Bylaws.
2. Regular Meetings. Regular Meetings of the Board of Directors shall be held at such time, date and place as may be fixed from time to time by resolution of the Board. A proposed agenda for such meetings shall be noticed to the Association with the time, date and place of the meeting published in the Newsletter prior to the meeting.
3. Special Meetings. Special Meetings of the Board of Directors shall be held when called by any three (3) voting members of the Board, after not less than 30 days notice to the Board. However, the notice shall be considered waived if a majority of the voting Board members are available to consider an immediate issue and diligent efforts have been made to contact the remaining voting Board members not present. The purpose of each special meeting shall be stated in the notice, if applicable, and may only include purposes, which are lawful and proper for the Board to consider. No new business is to be conducted at the Special Meetings other than what was requested and approved prior to the meeting.
4. Quorum. To conduct business at Board and Annual meetings a quorum must be present. A quorum shall consist of a majority of the Board members and fifty percent (50%) of the members present.
5. Waiver of Notice. A written waiver of notice signed by a member of the Board or General Member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance by the Board member or General Members shall constitute a waiver of notice of such meeting, except when the member(s) attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
NOMINATION AND ELECTION
1. Nomination. The Nominating Committee shall solicit nominations at least six (6) months prior to the Annual Meeting. Those nominations must be accepted by the nominee in writing and published in the Newsletter prior to the Annual Meeting.
2. Affirmation by Nominee. The Nominating Committee shall create and distribute, either by mail or in some other medium, an "Acceptance of Nomination" form to all qualified members nominated to the Board. If accepted, each nominee shall affirm their nomination by signing the form and returning it no later than 4 months prior to the Annual Meeting. The form shall contain language stating that the nominee is willing to serve if elected, abide by all election rules established by the Nominating Committee, meets the requirements of the position stated, and will follow the rules as set forth in these Bylaws.
3. Time and Place Held for Elections. The election for the officers and at-large members of the Board of Directors shall take place every two years at the Annual Meeting as designated in these Bylaws. The Nominating Committee will conduct the election. In the event that there are multiple candidates for a single position, the outcome will be determined by the highest number of ballots cast in favor of the individual(s).
4. Exceptions. The provisions within this Article shall not apply to the initial officers who shall serve through December 2006.
BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. The books, records, and papers of the Association shall be subject to inspection during regular business hours by any member of the Association with at least 30 days notice to the Secretary or Treasurer.
Any present or former Director, officer, or employee of the Association, or any person who is serving or has served at its request as a Director or officer of another corporation, whether for profit or not for profit, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, may be indemnified by the Association against all reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or his legal representative may be made a party by reason of his being or having been such a Director, officer, or employee serving or having served the Association, except in relation to matters as to which he shall be adjudged in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. No indemnification shall be approved by the Board of Directors or paid by the Association except after receiving an opinion from legal counsel regarding the propriety of doing so.
An amendment to these Bylaws may be offered in writing to the Board of Directors, who shall submit it by publication in the Newsletter to the General Members of the Association prior to the next Annual Meeting. A super-majority vote (2/3rds) of those voting at the meeting shall be deemed necessary for enactment. The Board or Nominating Committee shall enclose instructions for casting absentee voting with any proposed amendments. All Articles and Sections amended or added after initial approval of the voting members shall bear the amendment date on which they were added or changed. This amendment date shall appear after the end of the Article or Section amended. The most recent amended Article or Section shall take precedence over any conflicting Articles or Sections which are not dated or which bear an earlier date.
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the initial fiscal year shall begin on the date of incorporation (October 4, 2003).
1. Conflicts. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control.
2. Validity of Provisions. Should any of the provisions or portions of these Bylaws be held unenforceable, illegal or invalid for any reason, they shall be stricken and the remaining provisions and portion of these Bylaws shall be unaffected by such holding.
3. Dates & Times. Whenever specific dates or periods of time are mentioned in these Bylaws, they are to be construed as directory, not mandatory, and shall be subject to change by the Executive Committee when circumstances so require.
4. Headings. The headings in these Articles and the Table of Contents are solely for convenience of reference and shall be given no effect in the instruction or interpretation of these Articles.
5. Choice of Law. These Articles shall be governed by and construed according to the laws of the state of California.