California Heritage Council
By Laws for the California Heritage Council

BYLAWS

CALIFORNIA HERITAGE COUNCIL

A Nonprofit California Corporation

ARTICLE I:  NAME

The name of this Corporation shall be California Heritage Council.

ARTICLE II:  PURPOSE

The purpose of this Corporation shall be exclusively educational: to ensure the saving of sites, buildings and other objects of historic significance; to ascertain and identify them, to bring them to the attention and make them the concern of the people of California; and to render service to governmental agencies and to coordinate its activities with other nonprofit corporations with similar goals.

ARTICLE III:  OFFICE

The principal office for the transaction of the business of this Corporation shall be located in the City and County of San Francisco, California.

ARTICLE IV:  MEMBERSHIP

The authorized number and qualifications of members of this Corporation, the different classes of membership, the property, voting and the rights and privileges of members, and their liability to dues or assessments and the methods of collection thereof, shall be set by the Board of Directors of this Corporation, provided, however, that they shall not issue more than one membership to any member.

Each member shall be entitled to one vote on each matter submitted to a vote of the members.  In all respect the rights, interests and privileges of each member are equal. No member of this Corporation shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors shall look only to the assets of the Corporation for payment.

ARTICLE V:  BOARD OF DIRECTORS

The Board of Directors of this Corporation shall consist of eighty-five (85) members until changed by amendment to these Bylaws as hereinafter provided.

Subject to the powers of the members, as provided by law or as herein set forth, 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. Specifically, the Board of Directors shall have the power to:
  • Select and remove all the agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the Bylaws, and fix their compensation;

  • Conduct, manage and control the affairs and business of the Corporation, and make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or the Bylaws, as they may deem best;

  • Change the principal office for the transaction of the business of the Corporation within the City and County of San Francisco:  fix and locate one or more subsidiary offices as may be deemed necessary and proper; designate the places for holding Directors' and members' meetings;

  • Enter into contracts; borrow money and incur indebtedness for the purposes of the Corporation; receive property by devise or request;

  • Acquire and hold property, real or personal, including bonds and shares of stocks of other corporations;

  • Act as trustee under any trusts incidental to the principal objects of this Corporation; accept and administer endowments;

  • Buy, sell, exchange and generally deal in real properties, provided they are in accordance with law and the provisions of the Articles of Incorporation. The Directors shall receive no compensation for their services as such.

ARTICLE VI:  OFFICERS

The officers of this Corporation shall be:  President, Executive Vice President, Vice President, Secretary, Treasurer, and such other officers as the Board of Directors may appoint.

PRESIDENT:  Subject to the control of the Board of Directors, the President shall have general supervision, direction and control of the business and affairs of the Corporation.  He shall preside at all meetings of the members and of the Directors, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.

EXECUTIVE VICE PRESIDENT:  In the absence or disability of the President, the Executive Vice President shall perform all the duties of the President, and in so acting shall have all the powers of the President.

VICE PRESIDENT:  In the absence or disability of the President and the Executive Vice President, the Vice President shall perform all the duties of the President and shall have the powers of the President.

The Executive Vice President and the Vice President shall assist the President, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.

SECRETARY:  The Secretary shall be responsible for keeping a full record of the proceedings of the Board of Directors, the seal of the Corporation and for the affixing thereof 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, and shall discharge such the duties as may be prescribed by the Board of Directors.

TREASURER:  The Treasurer shall receive all funds of the Corporation and shall deposit the same in such bank or banks as may be designated by the Board of Directors.  Such funds shall be paid out only on the check of the Corporation signed by the President, or the Executive Vice President, or the Vice President, or the Treasurer, or the Secretary.  He shall be responsible for notifying members when their dues become due and payable.  He shall keep a full and accurate record of receipts and disbursements together with supporting vouchers.  He shall make a financial report at each meeting of the Board of Directors.  He shall be responsible for the preparation and timely filing of such reports as may be required by Federal, State and local government.  He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

ARTICLE VII:  COMMITTEES

EXECUTIVE COMMITTEE:  The Board of Directors may designate the President, the Executive Vice President, the Vice President, the Secretary and two (2) other Directors to constitute an Executive Committee to consult with one another between meetings.  The Board of Directors may delegate to this committee the power to employ, fix the compensation, prescribe the duties, and to terminate the employment, should it become necessary, of employees.

STANDING COMMITTEES:  The Corporation shall have the following Standing Committees, each of which shall be chaired by a Director or designated officer of the Corporation.  The Chairman of each Standing Committee shall be appointed by the President with the approval of the Board of Directors.  Members of such committees shall be appointed by their respective chairman unless otherwise provided by the Board in its resolution designating any such committee.

EVALUATION AND AWARDS:  An Evaluation and Awards Committee to evaluate the historic significance of sites, buildings and other objects, to being them to the attention of the members and the public; and to recommend to the Board of Directors the giving of awards in recognition of meritorious accomplishments toward preserving and enhancing our heritage.

FINANCE:  A Finance Committee to determine the financial feasibility of Corporate projects, acts and undertakings referred to it by the Board of Directors.

MEMBERSHIP:  A Membership Committee to plan and execute programs for obtaining new members for the Corporation.

AD HOC:  An Ad Hoc Committee for specific purposes or activities may be designated from time to time by resolution of the Board of Directors.  Chairmen of such committees shall be appointed by the President with the approval of the Board of Directors.  Members of such committees shall be appointed by their respective chairman in such numbers as the chairman deems advisable, unless otherwise provided by the Board of Directors in its resolution designating any such committee.

ARTICLE VIII:  MEETINGS

The fiscal year of this Corporation shall begin June 1 and end May 31.  The Annual Meeting of the members of the Corporation shall take place in May of each year at a time and place chosen by the President with the consent of the Board of Directors but not on a legal holiday or Saturday or Sunday.  Notice of the Annual Meeting shall be sent by first class mail to each member at least thirty (30) days before such meeting.

Special meetings may be called by the President or at the written request of twenty-five (25) members of the Corporation.  Notice of special meetings shall be mailed at least seventy-two (72) hours prior to the time set for the meeting.  At all meetings of the Corporation fifteen (15) members shall constitute a quorum.

DIRECTORS' MEETINGS:  Regular meetings of the Board of Directors shall be held at a time and place designated by the Board.  Ten (10) members shall constitute a quorum for the transaction of business.

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or by any five (5) Directors.  Written notice of the time and place of special meetings shall be mailed to each Director at least seventy-two (72) hours before the time set for the meeting. In the absence of a quorum at any meeting of the Board of Directors, the majority of the Directors present may adjourn the meeting from time to time until the time fixed for the next regular meeting of the Board.

ARTICLE IX:  NOMINATIONS AND ELECTIONS

The President, with the approval of the Board of Directors, shall appoint a nominating committee of five (5) members ninety (90) days before the Annual Meeting is scheduled.  The committee shall nominate individuals for Officers and for the Board of Directors for the coming year.  Having first obtained the consent of the candidates, the committee shall forward to the Secretary not less than thirty (30) days prior to the Annual Meeting its nominations and recommendations.  Any twenty (20) members of the Corporation, having first received the consent of the candidates, may nominate an officer or officers and a director or directors and transmit in writing the name(s) of the nominee(s) not less than ten (10) days before the Annual Meeting.

The Officers and Directors shall be elected at the Annual Meeting of the Corporation and shall take office June 1.  In the event of more than one (1) candidate for any office, election for that office shall be by written ballot.

VACANCIES:  Any vacancy or vacancies in the Board of Directors resulting from death, incapacity, resignation, removal or otherwise, shall be filled by the remaining Directors then in office even though less than a quorum.

A vacancy in any office because of the death, incapacity, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors.

ARTICLE X:  PARLIAMENTARY AUTHORITY

All proceedings not herein provided for shall be in accordance with Roberts Rules of Order Revised.

ARTICLE XI:  AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws adopted by the vote of two-thirds of a quorum of the members 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 two-thirds of a quorum of the members of the Corporation.

 

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