Article IV. Rules and Procedures

A:

All association boards, committees, and councils shall conduct their business using the following protocols:

Section 4.1 Quorum

(a)     A quorum of the voting body shall be considered 60% or more of the voting members of a voting body.

(b)    In the case of the annual meeting a quorum shall be considered all of the voting members of the organization that are present provided that number is more than 10% of the total number of members.

Section 4.2 Rules

CGA will adhere to Rules of Order when conducting business. The Chair shall appoint a parliamentarian. The parliamentarian may be the Executive Director.

Section 4.3 Decision Making

All CGA boards, committees, and councils shall make decisions using a modified consensus method. The chair or presiding officer shall seek consensus of all participating members of the body. However, if consensus is unachievable decisions can be made by achieving a 60% majority vote.

Section 4.4 Meetings

Notice of meetings that includes an agenda shall be sent by the Chair of the Board or the committee at least one week in advance meetings.  Relevant reports and updates shall be sent at least 24 hours prior to the meeting. Notice, agenda, and reports shall be delivered using google groups.

Section 4.5 Voting

At each meeting of the members each member shall be entitled to cast one (1) vote in person or by proxy on the matter in question, except as otherwise provided in the Articles of Incorporation of this Corporation.

Any such voting rights may be exercised by the member entitled thereto in person or by proxy appointed by an instrument in writing, subscribed by each such member or by such member’s attorney authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after two years from its date unless said proxy shall provide for a longer period. The attendance of any meeting of a member who may theretofore have given a proxy shall not have the effect of revoking the proxy unless the member provides written notice to the Corporation revoking the proxy. At any meeting of the members, all matters, except as otherwise provided in the Articles of Incorporation, in these bylaws or by law, shall be decided by the vote of a majority in voting interest of the members present in person or by proxy and entitled to vote therein. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. The vote at any meeting of the members on any question need not be by ballot, unless so directed by the chairperson of the meeting. ON a vote by ballot, each ballot shall be signed by the member voting, or by proxy, if there be such a proxy.

Section 4.6 Inspector of Election

If at any meeting of the members a vote by written ballot shall be taken on any question, the chairperson of such meeting may appoint, and shall appoint, if required by law, one or more inspectors of election to act with respect to such vote. Each inspector so appointed shall first subscribe an oath faithfully to execute the duties of an inspector at such meeting with strict impartiality and according to the best of his or her ability. Such inspectors shall decide upon the qualification of the voters and shall report the number of members represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of votes for and against the question. Reports of the inspectors shall be in writing and subscribed and delivered by them to the Secretary of the Corporation. Inspectors must be members of the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against a proposal in which the officer has a material interest. No person who is candidate for an office at an election may serve as an inspector at such election.

4.7 Member Action Without Meetings

Any action required by the applicable laws of the State of California to be taken at any annual or special meeting of the members, or any action which may be taken at any annual or special meeting of the members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken shall be signed by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those members who have not consented in writing.  

4.8 Record Date

In order that the Corporation may determine the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change or for the purpose of any lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date: (i) in the case of determination of members entitled to vote at any meeting of members or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (ii) in the case of determination of members entitled to express consent to corporate action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board; and (iii) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (i) the record date for determining members entitled to notice of or to vote at a meeting of members shall be at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining members entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and (iii) the record date for determining the members for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of members of record entitled to notice of or to vote at a meeting of members hall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.


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