Article V.   Members of the Board

A:

Section 5.1  Number

The corporation shall have no fewer than 11 (eleven) and no more than 50 (fifty) directors and collectively they shall be known as the Board of Directors (“Board”).

The number of directors shall be determined annually by totaling the number of members and dividing that number by 20.

There shall, at all times, be at least one board member from each of the seven districts in the state that has a minimum of 20 members.

The number may be changed by amendment of this bylaw, or by repeal of this bylaw and adoption of a new bylaw, as provided in these bylaws.

At no times shall there be less than one half of the board members representing Type 1 through 3 licensees. 

Section 5.2  Meetings

The Board of Directors shall meet 4 times per year.

Meetings shall be held in Sacramento.  

Section 5.3  Eligibility

All voting members of the organization will be considered eligible to serve on the Board of Directors.

Board members must disclose their name, bio and photo in addition to their region and license type.

At no time shall less than 60 percent of the directors be licensed cultivators.

Section 5.4  Elections

The election shall begin no more than two weeks after the legislature adjourns and shall end no less than one week before the legislature convenes.

A nomination is considered valid when the candidate sends a statement of nomination, a short bio, and a photo to the Executive Director, the Chair of the Board and/or the Vice Chair of Membership.

Election results shall be announced at the annual meeting for election of the Board as specified in these bylaws.

Section 5.05  Powers

Subject to the provisions of the California Nonprofit Mutual Benefit Corporation law and any limitations in the articles of incorporation and bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.

Section 5.6  Duties

Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation of this corporation, or by these bylaws;

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 corporation;

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;

Register their addresses with the secretary of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

Section 5.7  Removal and resignation

Any officer may be removed, either with or without cause, by the Board, at any time.

Any officer may resign at any time by giving written notice to the Board and or to the executive director or secretary of the corporation

Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.8  Compensation

Directors shall serve without compensation.

Section 5.9  Interested Directors

Notwithstanding any other provision of these bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either:

Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or

Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

Directors shall report and disclose to the membership any and all compensation received from the organization.

Section 5.10  Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board.

In the event of a vacancy in any office other than that of executive director, such vacancy may be filled temporarily by appointment by the executive director until such time as the Board shall fill the vacancy.

Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

Section 5.11  Terms of office

Each director shall hold office for two years and until his or her successor is elected and qualifies.


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