Bylaws

Article I.   General Information

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Section 1.01  Name

The name of this organization is California Growers Association (“Cal Growers” or “CGA”).

Section 1.02  Principal Office

CGA will maintain its headquarters office in Sacramento, California.

Section 1.03  Registered Agent

CGA’s registered agent at that address will be its Executive Director.  

Section 1.04  Purpose

The primary objectives and purposes of this corporation shall to advocate for cannabis farms and businesses licensed pursuant to state law or intended to operate in compliance with state law.

Section 1.05  Mission

The California Growers Association is formed for the purposes of promoting and protecting the farms and businesses in the cannabis industry and for the protection of the public health and patient’s rights, the restoration of natural resources and watersheds, and to provide for the welfare of communities and the mutual benefit of public and private interests.

The mission of the California Growers Association is the promotion and protection of the independent farms and businesses in the cannabis industry and the protection of the public health and patient’s rights, the restoration of natural resources and watersheds, and to provide for the welfare of communities and the mutual benefit of public and private interests. 

Article II.   Membership

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Article II.   Membership

The organization shall primarily exist to pursue the mutual interests and benefit of its members.

Section 2.01 Membership Classes

The membership of the association will be organized into three classes:

  • Supporter: This class of membership is intended for individual supporters. Members of this class are not considered “voting members.”
  • Associate: This class of membership is intended for cannabis farms and businesses licensed pursuant to state law or intended to operate in compliance with state law. Members of this class are considered “voting members.
  • Sponsor: This class of membership is intended for ancillary businesses, holding companies, consultants and other interested parties. Members of this class are not considered “voting members.”

Sponsorships shall be negotiated by the Executive Director.  Partnership agreements of $10,000 or more must be approved by the Executive Board.

Section 2.2 Eligibility

All cannabis farms and businesses licensed pursuant to state law or intending to be licensed pursuant to state law shall be eligible to be voting members of the association.

Section 2. 3 Dues

The Board of Directors shall maintain and annually update a membership dues structure.

No part of the net earnings of the association will inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that CGA will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles.

Section 2.4 Annual Meeting of the membership

The association shall hold an annual meeting of the membership in Sacramento. Annual meetings of the members of the corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings shall be held in Sacramento, California at such time and date as the Board shall determine by resolution.

Section 2.5 Notice of Meetings

Except as otherwise required by law, notice of each annual meeting of the members shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each member of record entitled to vote at such meeting by transmitting a notice thereof by electronic mail to the electronic mail address furnished by the Member to the Secretary of the Corporation for such purpose or, if not furnished to the Secretary for such purpose, then the electronic mail address last known to the Secretary. Except as otherwise expressly required by law, no publication of any notice of a meeting of the members shall be required. Every notice of a meeting of the members shall state the place, date and hour of the meeting

Section 2.6 Adjournments

Any meeting of the members, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place to reconvene are announced at the meeting at which the adjournment is taken. Upon reconvening, the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting.

2.X  Reciprocal Membership Agreements

The boaed will develop and maintain reciprocal membership agreements with other organizations. Members of these organizations will be recognized as members of Cal Growers. 

Article III. Activities

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Cal Growers engages in the following activities in pursuit of it’s mission:

  • Engages in direct lobbying and advocacy at the state level
  • Facilitates and hosts community events, educational events and, workshops
  • Engages in or supports research on major issues and challenges facing members and the industry
  • Gathers, analyzes, and disseminates information related to the cannabis industry in Californiaa
  • Works collaboratively with organizations of city, county, and state officials
  • Works collaboratively with organizations of law enforcement and regulators
  • Arranges and convenes meetings and provides other services for members and stakeholders
  • Acts as a catalyst for the advancement of sustainability, collaboration between stakeholders, and empowerment for our members and community
  • Serves as a catalyst to express the views of the members and restore justice to the cannabis community of California
  • Serves as a resource for affiliated organizations and provide fee-for-service governmental relations and legislative affairs support to members and partners
  • Acts as a coordinating agency to analyze legislation and regulatory programs to identify areas of concern or importance to the membership
  • Advocates and lobbies for the interests of our membership in state and local policy conversations
  • Provides opportunity for cannabis farmers and lawmakers and elected officials to interact directly and discuss public policy challenges
  • Promotes compliance with existing regulations and participates in the promulgations and development process for new rules and regulations
  • Provide programs for the training and development of state officials, legislators, and regulators

Article IV. Rules and Procedures

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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.

Article V.   Members of the Board

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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 2/3 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.

Article VI.  Officers

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Section 6.01  Duties of the Chair

 

Section 6.02  Duties of the Secretary

Certify and keep at the principal office of the corporation the original, or a copy of these bylaws as amended or otherwise altered to date.

Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.

Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these bylaws.

Keep at the principal office of the corporation a membership book containing the name and address of each and any member, and, in the case where any membership has been terminated, the secretary shall record such fact in the membership book together with the date on which such membership ceased.

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.

In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation of this corporation, or by these bylaws, or which may be assigned to him or her from time to time by the Board.

Section 6.03  Treasurer

Subject to the provisions of these bylaws relating to the "Execution of Instruments, Deposits, and Funds," the treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.

Render to the executive director and directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the Board.

Section 6.04  Regional Chairs

The Executive Director shall appoint a regional chair for each of the eight regions in the state, provided that the region has a total of 20 or more voting members.

Article VII. Executive Board

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Section 7.01 Composition of the Executive Board

(a)     The Executive Board shall consist of between three and 15 members.

(b)    At a minimum the Executive Board shall consist of the Chair, Secretary, Treasurer and the Executive Director

(c)     The Executive Board will also include any and all regional chairs

Section 7.02  Powers of the Executive Board

The Executive Board shall have the powers and authority of the Board in the management of the business and affairs of the corporation, except with respect to:

The approval of any action which, under law or the provisions of these bylaws, requires the approval of the members or of a majority of all of the members.

The filling of vacancies on the Board or on the Executive Committee that has the authority of the Board.

The amendment or repeal of bylaws or the adoption of new bylaws.

The amendment or repeal or any resolution of the Board which by its express terms is not so amendable or repealable.

The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 75233(d)(3) of the California Nonprofit MutualPublic Benefit Corporation Law.

Article VIII. Committees, Affiliates and Regional Partners

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Section 8.1  Composition and role of committees

Committees may consist of members or persons who are not also directors of the organization.  

Committees shall act in an advisory capacity only. Committees shall advise the council on relevant matters.

Committees shall be established by the adoption of a resolution by the council to be included in the policy manual.  

In addition to such committees as may be established by charter, the council shall maintain the following standing committees:

  • Policy Committee

Section 8.11  Policy committee

The organization shall maintain a policy committee.

The committee shall identify and articulate the common ground priorities of all the Council members.

Section 8.12  Ad hoc committees

The corporation shall have such other committees as may from time to time be designated by resolution of the Board.

Section 8.2 – Composition and role of affiliates

Affiliates will maintain an independent membership.

All members of the affiliate will be considered members.

Affiliates shall have autonomy from the council with regard to policy positions, however all affiliates will seek consensus and will work to manage conflict internally.

Affiliates will select at least three representatives to serve on the council.

Affiliates shall have at least 9 members on their board.

Affiliates shall have at least 20 members.

Affiliates shall have a clear focus on one license type or one business activity type.

These bylaws shall be amended when an Affiliate Agreement is finalized or abandoned. Current affiliates include:

  • California Growers Association
  • California Cannabis Delivery Alliance
  • Cannabis Distributors Association

Committees shall act in an advisory capacity only. Committees shall advise the council on relevant matters.

Section 8.3  Regional Partners

Regional Partners will maintain an independent membership.

All members of the Regional Partners will be considered members.

Affiliates shall have autonomy from the council with regard to policy positions, however all affiliates will seek consensus and will work to manage conflict internally.

Affiliates will select at least one representatives to serve on the council.

Affiliates shall have at least 20 members.

Affiliates shall have a clear focus on a specific city, county or region.

The Council shall maintain an updated list of regional partners.

Section 8.31 Regional Council

The regional council shall consist of at least one representative from each Regional Partner. 

The regional council shall meet at least weekly via conference call and shall form sub committees as needed. 

The regional council shall meet quarterly in person.

Section 8.05  Meetings and Actions of the Committee

Meetings and action of committees shall be governed by Article IV of these bylaws.

The time for special meetings of committees may be fixed by the Board or the Executive Committee.

The Board or the Executive Committee may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

Section 8.X  Event Agreements

Article IX. Amendments

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(a)      The CGA Board of Directors at any meeting may amend these Articles, unless otherwise provided herein, by a majority vote of those present.

(b)      Written notice of any proposed amendment shall be provided to all members of the Board of Directors at least one week prior to any vote.

(c)      Members will be notified of any change to the bylaws no more than two weeks after the amendment has been finalized.

Article X. Dissolution

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In the event of the dissolution of California Growers Association and following the satisfaction of all debts and liabilities, any assets managed by CGA will be distributed to be used for a qualified, tax-exempt, public purpose.


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