BYLAWS OF THE
CALIFORNIA BOATING SAFETY OFFICERS ASSOCIATION

Nonprofit Mutual Benefit Association

The name of this Association shall be the California Boating Safety Officers Association.

The objectives and purposes of this Association shall be:

1. To provide service to the boating public.
2. To develop a spirit of cooperation among those who have dedicated themselves to boating safety.
3. To encourage, endorse, and propose legislation which the membership considers important to the advancement of boating safety.
4. To inform the members through periodical bulletins or newsletters.
5. To encourage standardization and uniformity in the operation and management of boating safety education and enforcement.
6. To provide representation for the membership in matters related to boating safety and enforcement.
7. To promote those activities designed to result in the availability of additional academic and/or vocational training for the benefit of the members.
8. To provide for the social and recreational needs of the membership and to build and maintain group harmony and strength.
9. To receive, hold, and disburse gifts, bequests, devises, and other funds for these purposes.
10. To own and maintain or to lease suitable real property and buildings and equipment, and any other personal property which is deemed necessary for its purpose.

MEMBERSHIP

SECTION 1. QUALIFICATIONS

Membership in this Association is extended to all persons, organizations or agencies who successfully complete the following criteria.

1. File an application form as provided by the Board of Directors.
2. Pay dues and/or assessments as described in this article.
3. Meet the specific qualifications as set forth by one of the membership classes as described further on in this article.

This section shall not affect the membership standing of all members of this Association as of the date of its adoption.

SECTION 2. MEMBERSHIP CLASSES

Membership shall consist of two classes: voting and non-voting.

a) The voting membership shall consist of Life and Affiliate members.

1. An Affiliate Member shall consist of a member of Federal, State, County or local governmental agencies who is actively engaged in boating safety and/or law enforcement programs. Officers or members of the Board of Directors of this organization are limited to Affiliate members only.
2. A Life member is anyone who has been an Affiliate Member or Corporate Member, and who has been designated Life Member for his or her contribution to this Association by the Board of Directors.

2. The non-voting membership shall consist of Corporate, Associate, and Honorary members.

1. Corporate Members shall consist of Federal, State, County, or Local governmental agencies actively engaged in boating safety programs.
2. An Associate Member is anyone who either through their employment or through voluntary service demonstrates their interest in boating safety and law enforcement.
3. An Honorary Member is anyone who has been designated Honorary Member for his or her contribution to boating safety or law enforcement by the Board of Directors.

SECTION 3. DUES AND ASSESSMENTS

Each member in good standing must pay to the Association, on the conditions set by the Board of Directors, the annual dues and/or special assessments in amounts to be fixed from time to time by the Board of Directors and approved by simple majority of the voting membership present at any Annual Meeting or at any special meeting called for that purpose. Dues are annually assessed to Affiliate and Associate members. Corporate, Life and Honorary members are not assessed dues.

a) Annual dues are payable to the Association on the first day of January and shall be considered delinquent upon adjournment of the Annual Meeting of the same year.

b) All dues are payable in cash, check or money order and shall be paid to an Association officer in a manner directed by the Board of Directors.

c) Any member terminating from this Association shall not be liable for dues owing and shall not receive a refund for dues paid regardless of the date of termination.

SECTION 3. TERMINATION OF MEMBERSHIP

The terminating authority shall be the Board of Directors who may terminate any membership upon occurrence of any of the following events:

1. The resignation of the member;
2. The failure of a member to pay dues for a period of ten (10) days after the date upon which the dues become delinquent.
3. The determination of the Board that the member has failed in a material and serious degree to observe the Bylaws or rules and regulations of this Association.

SECTION 1. ANNUAL MEETINGS

The Annual Meeting of members shall be held once a year at a place and time designated by the Board of Directors provided that the Board notifies the membership as provided in Section 4 of this article.

SECTION 2. REGIONAL MEETINGS

Regional meetings of members shall be held once a year at a place and time designated by the regional director provided that the regional director notifies the membership within his or her region as provided in Section 4 of this article.

SECTION 3. SPECIAL MEETINGS

A special meeting may be requested by any member. The request for a special meeting must be submitted in writing to the Association President or appropriate regional director. The regional director and Association President shall notify each other upon receiving a request for a special meeting. The written request must state the matter of the meeting and the urgency. The President and/or regional director shall within ten (10) days after receiving such request either deny or call a special meeting provided that notice is given as provided in section 4 of this article.

SECTION 4. NOTICE OF MEMBERS MEETINGS

The general membership shall be notified in writing at least thirty days (30) days prior to any meeting. The notice shall be mailed first-class pre-paid to the most recent address of the member as shown on the Association roster. The notice will contain the date and time of the meeting, the meeting place, and the matter or agenda of the meeting.

SECTION 5. QUORUM

Those members present at any meeting shall constitute a quorum provided that the meeting was preceded by proper notice and at least one officer or director of the Association is present.

SECTION 6. PARLIAMENTARY PROCEDURE

Meetings of members and meetings of the Board of Directors shall be chaired by the President of the Association except regional meetings which will be chaired by the appropriate regional director. Except as otherwise provided, Roberts Rules of Order, revised, shall regulate the conduct of meetings.

SECTION 7. VOTING

Any voting member in good standing and attendance at any members meeting may vote. Voting may be by voice or ballot except in elections for officers or the Board of Directors, where the voting shall be by ballot only. The affirmative or negative vote of the majority of the members present at any meeting shall be deemed the act of the members, unless the vote is, in fact, to amend the Bylaws, remove a director or officer, in which case, the vote must be held by a two-thirds (2/3) majority of those members present at a meeting called for that purpose.

SECTION 8. PROXIES

No member of this Association shall be allowed a proxy for the purpose of voting on any issue. This section does not preclude any member from announcing the opinion of another member at any meeting provided that the opinion stated is valid.

SECTION 1. ANNUAL MEETING

The Annual Meeting of the Board shall be held once a year at a place and time designated by the Board of Directors provided that the Board causes each member to be notified as provided in section 4 for Article IV of these Bylaws.

SECTION 2. SPECIAL MEETING

Special meetings of the Board for any purpose may be called at any time by any board member. The member calling the special meeting shall notify the other Board members by any method which has been previously agreed upon by the Board.

SECTION 3. QUORUM

All director's meetings shall have more than fifty percent (50%) of the directors present in person or by telephonic communication to fulfill a quorum for the transaction of business.

SECTION 4. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all of a quorum of members, individually or collectively, consent in writing or orally to that action. Such action shall have the same force and effect as a unanimous vote of the Board. In an emergency, a telephone consent confirmed by written consent will satisfy this requirement.

SECTION 1. POWERS

Subject to California law and these Bylaws, the business and affairs of the Association shall be managed and all powers shall be exercised by or under the direction of the Board of Directors.

Without prejudice to these general powers, subject to the same limitations, the directors shall have the power to:

1. Select and remove any officers, agents, and employees of the Association; prescribe any powers and duties for them that are consistent with law and these Bylaws.
2. Borrow money and incur indebtedness on behalf of the Association and cause to be executed and delivered for the Association's purposes, in the Association's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, and other evidence of debt and securities, except that none of these shall exceed one-thousand dollars ($1,000.00) without approval of a majority of the voting membership present at a meeting where this matter is on the agenda.
3. Appoint committees for any purpose and empower those committees as though they are acting as the Board.

SECTION 2. NUMBER AND QUALIFICATIONS OF DIRECTORS

The authorized number of directors shall be one times the number of regions, plus two.

1. One director shall be elected by, and come from within, each region contained within this Association.
2. One director shall be the Association President who has been duly elected by the membership.

Not withstanding his/her powers as a Board member, the President shall act as chairman of the Board and shall have whatever power is given him/her by the general membership, the Bylaws, and the Board of Directors.

SECTION 3. TERM OF OFFICE OF DIRECTORS

Directors shall take office upon the adjournment of the Annual Meeting at which they were duly elected. However, if any Annual Meeting is not held for the directors are not elected at the Annual Meeting, they may be elected at any special meeting held for that purpose. Each director, including a director elected or appointed to fill a vacancy or a director elected at a special meeting, shall hold office until expiration of the term for which elected or appointed and/or until a successor has be elected or appointed.

The term of each office of this organization is one year, and the holder of an office may be elected to additional terms.

SECTION 4. VACANCIES

A vacancy in the Board shall be deemed to exist on the occurrence of any of the following:

1. the death, resignation, or removal of any director;

2. the declaration by the Board by resolution of a vacancy of the office of the director;
3. the two-thirds (2/3) vote of the membership to remove a director.

Any vacancy of the Board of Directors shall be filled either by the election of a new director from and by the vacancy's constituency or by the Board of Directors.

SECTION 5. NOMINATIONS OF DIRECTORS

Nominations for directorship may be submitted at the annual members meeting. Nominations may be made by any voting member present of a nominee present, or by a member present of a nominee not present but who has filed a notice of acceptance with an Association officer or Board member. In any case, the nominee must orally or by writing accept a nomination at said meeting.

Persons nominating and persons nominated must be from the same constituency for which a directorship is to be elected.

SECTION 6. ELECTION OF DIRECTORS

The Secretary of the Association shall cause the distribution of ballots for the election of directorship to voting members at the Annual Meeting. The ballot shall contain the names of the nominees and the position to which nominated. The Secretary shall cause the collection of all valid ballots and be responsible for the account of the valid ballots.

The Secretary and the Immediate Past President, or another member designated by the current President in the absence of either the Secretary or the Past President, shall count the ballots.

Candidates receiving the highest number of votes for the vacancies that exist shall be elected to fill said vacancies.

SECTION 1. COMMITTEES OF MEMBERS

The Board of Directors may, by resolution adopted by a majority vote of directors present, designate one or more committees to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution, shall have all the authority of the Board, except that no committee may:

1. Take any final action on matters that requires members, approval;
2. Fill any vacancies on the Board of Directors or any committee or appoint any other committees or members of same;
3. Amend or repeal Bylaws, rules, and regulations;
4. Amend or repeal any resolution of the Board;
5. Fix compensation of committee members or directors.

SECTION 2. MEETINGS AND ACTIONS OF COMMITTEES

Meetings of committees shall be governed by and taken in accordance with the provisions of Article V of these Bylaws, with such changes in the context as are necessary to substitute the committee and its members for the Board and its members. special meetings may be called by the Board of Directors for committees. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

SECTION 1. NUMBER OF OFFICERS

The officers of this Association shall be: President, Vice President, Secretary/Treasurer, and Immediate Past President.

The Board of Directors may appoint and may authorize other officers to appoint any officers that the business of the Association may require, each of whom shall have the title, hold the office for the term, have the authority, and perform the duties specified by the Board of Directors.

SECTION 2. ELECTION OF OFFICERS

The officers of the Association shall be elected in the same manner as described in Article VI, Sections 3, 4, 5, 6, of these Bylaws, concerning the term of office, vacancies, nominations, and elections of officers, with such changes in the context as are necessary to substitute the officers for the Board of Directors, except the Immediate Past President.

SECTION 3. REMOVAL OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with cause, by the Board of Directors at any annual or special meeting if said officer was appointed by the Board. Removal of an officer who was duly elected shall be the right of the constituency of said officer.

SECTION 4. RESPONSIBILITIES OF OFFICERS

Every officer of this Association shall be administered an oath of office which states in part, that he or she will faithfully serve the California Boating Safety officers Association and that he or she will obey and enforce the Bylaws, rules, and regulations of this Association. Aside from whatever duties as may be given them, the officers of the Association shall have the duties and responsibilities as follows:

1. President. The President is a member of the Board of Directors and the chief executive officer of the Association. He or she shall have the responsibility of supervision over other officers elected or appointed, unless the Board of Directors relieves him or her of that responsibility. The President shall preside over all meetings of the Board and meetings of members. The President shall have supervisory power over all committees and shall be responsible for committee reports and actions.
2. Vice President. in the absence or disability of the President, the Vice President shall perform all the duties of the President until such time as the President returns, is abilitated, or until such time as a successor is elected to fill a vacancy left by the President, and when so acting, shall have the same powers of the Presidency.
3. Secretary/Treasurer. The Secretary shall attend to the following:

1. Keep, or cause to be kept, a book of minutes of all meetings and actions of the Board of Directors, committees, and members.
2. Keep, or cause to be kept, a record of the Association officers and members. The record shall contain the name, address, phone number, and agency or organization of each.
3. Give, or cause to be given, notice to all members of all meetings, election results, and other such notices as required by these Bylaws and Board of Directors.
4. Keep, or cause to be kept, adequate and correct books and accounts of the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The book of accounts shall be open to any director at reasonable times.
5. Deposit all monies and other association valuables in the name and into the credit of the Association with such depositories as may be designated by the Board of Directors. Disburse the funds of the Association as may be ordered by the Board. Render to the Board or the President whenever they request it, an account of all of his or her transactions as chief financial officer.

 

4. Immediate Past President. The Immediate Past President shall act as an advisor to the President and other officer of the Association and the Board of Directors. He or she shall have no powers to act as a Board member except, in the case of a tie vote of from Board members present at any meeting of the Board, to vote affirmative or negative as to break the tie vote. This does not preclude the Immediate Past President from voting or acting as a member in a meeting of members. In elections by ballot, voting orally or by ballot, he or she shall have the power and responsibility to count and authenticate such vote or ballot.

SECTION 5. QUALIFICATIONS FOR OFFICERS

For a person to become an officer in the Association, he or she must meet the following qualifications:

a) Must have been a member of the Association in good standing for one (1) year prior to the date of election;

b) Must have been duly elected to the position by the membership or duly appointed to the position by the Board of Directors, except in the case of the Immediate Past President.

For the purpose of this article, California corporate code Section 7237 shall be used for any matter covered therein.

SECTION 1. INSPECTION RIGHTS

Any member of the Association may inspect and copy, or obtain from the secretary, on five days notice or demand on the association, a list of names and addresses of the members who are entitled to vote as of the most recent record date for which a list has been compiled. The notice or demand must state the purpose for which the list is required. The list shall be made available to any such member by the Secretary on or before the fifth (5) day after notice or demand is received.

Any inspection and copying under this section may be made in person or by an agent of the member and the right of inspection includes the right to make copies and extracts.

SECTION 2. MAINTENANCE AND INSPECTION OF OTHER RECORDS

The Association Bylaws, accounting books, and minutes of proceedings shall be kept at such places designated by the Board of Directors; in the absence of such designation, at the principal office of the Association.

SECTION 3. ANNUAL REPORT TO MEMBERS

An annual report will be distributed to all members of this Association upon the majority vote of the members.

SECTION 4. INSPECTION OF RECORDS BY DIRECTORS

Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and physical properties of the Association. This inspection may be made in person or by an agent of the director, and the right of inspection includes the right to copy and make extracts of documents.

For the purpose of convenience, the membership of this association shall be divided into member regions.

SECTION 1. REGIONAL BOUNDARIES

The State of California shall be divided into geographic regions which shall be termed member regions. The boundaries of those member regions shall coincide with the boundaries of the California counties which border the region.

A region may consist of more than one county, and if it does, the county border or line which co-exists and is adjacent to another region shall be the regional boundary.

Regional boundaries shall be set by a majority vote of the membership at an Annual Meeting or at a meeting called for that purpose.

SECTION 2. REGIONAL MEMBERS

An Association member shall be deemed within the region that he or she carries out the duties of boating safety and/or law enforcement as assigned by his or her agency or organization. Where the duties of the member are carried out within two separate regions, then the member shall be deemed within the region where the majority of those duties are carried out.

SECTION 3. REGIONAL MEMBERS RIGHTS

As specified in Article VI, section 2, and Article IV, section 2, regional members shall have the following rights:

1. The right to hold regional meetings and conduct whatever business is deemed necessary at said meetings;
2. The right to elect among themselves a regional director to serve on the Association Board of Directors;
3. All other rights of members of this Association as implied and specified in these Bylaws, including sharing by mail or voice, information concerned with regional matters.

SECTION 1. RATIFICATION

These Bylaws and all amendments and parts thereof, shall be deemed ratified and shall become effective upon the approval by the majority of the members of the California Boating Safety Officers Association.

SECTION 2. AMENDMENT BY MEMBERSHIP