BY-LAWS OF THE
CALIFORNIA WASTE ASSOCIATION, INC.
Adopted April 2, 1985
Revised
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August 05, 1986 |
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July 07, 1987 |
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October 27, 1987 |
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November 03, 1987 |
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January 05, 1988 |
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January 22, 1991 |
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April 07, 1993 |
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August 09, 1993 |
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March 30, 1994 |
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April 24, 1996 |
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January 30, 1998 |
ARTICLE 1 Ð ORGANIZATION
Section 1. Name
The name of this organization shall be Ò California Waste AssociationÓ.
Section 2. Purpose
This association is a non-profit, mutual benefit corporation. The purpose of this Association is to engage in any lawful act or activity for which this Association may be organized under such law. The AssociationÕs purposes include the promotion of standards of performance and professional conduct, the dissemination of information concerning trade practices, business conditions, technical developments and the advancement of knowledge in all that pertains to the waste and allied industries, and generally through the Association, to advance the mutual benefits of the members.
Section 3. Incorporation
The Association shall be incorporated as a non-profit organization under the laws of the State of California.
Section 4. Principal Offices
The principal office for the transaction of business of the Association shall be in California. The Board of Directors may at any time, or from time to time, change the location of the principal office.
Section 1. Eligibility
Any corporation, partnership, organization or individual having a regular established place of business that meets the qualifications for its or his or her category and is located in the State of California is eligible for membership in the Association.
Section 2. Admission to Membership
The application, in a form and manner as shall be prescribed by the Board of Directors, shall be processed by the Executive Committee, which shall determine to its satisfaction that the proposed member meets the classification and qualifications as prescribed by the these By-Laws and shall make recommendation to the Board of Directors. Admission to membership shall be only on the approval of a majority of the Board of Directors. This application shall be accompanied by the specified dues.
Section 3. Membership not Transferable
A membership of whatever classification in this Association shall not be transferable or assignable except by approval of the Board of Directors.
Section 4. Classification and Qualification of Memberships
A general member shall be a corporation, partnership or individual having a regular place of business within the jurisdiction of the Association, which is engaged in the business of waste generation transportation, storage, treatment or disposal and/or waste generation, or who provide related technical, consulting, legal or other professional services.
A sustaining member shall be a general member in good standing who may elect to provide additional financial support of the Association. Such a status does not change the memberÕs basic classification and upon choosing not to continue sustaining member status, the member would revert to prior status.
Dues and special benefit associated with sustaining member status shall be determined from time to time by the Board of Directors.
A small Business Member shall be a corporation, partnership or individual which satisfies the requirements of a General Member, who has less than 10 employees and is entitled to a lesser membership fee than a General Member at the discretion of the Board of Directors.
Affiliate members are such organizations and/or individuals with special expertise and knowledge (for example, regulatory agencies, elected officials, etc.) in areas of interest to the Association who are willing to participate upon request in the activities of the Association. Affiliate members may be subject to such dues or assessments as may be prescribed by the Board of Directors.
An individual membership shall be made available at the discretion of the Board of Directors for individuals engaged in the waste or related service industries with his/her own practice or whom for financial or other reasons is unable to join as a general member.
Honorary and life members shall be selected as follow and shall be required to pay no dues.
(a.) An honorary member shall be an individual selected by unanimous vote of the Board of Directors of this Association, which selection shall be in keeping with the purpose of this Association.
(b.) A Life member shall be an individual whose company has been a member of this Association for at least ten (10) years, including good membership standing in any predecessor organization, who retired from his or her member company and who has been selected by unanimous vote of the Board of Directors of this Association.
Section 5. Dues and Privileges of Membership
The dues and privileges of all classifications shall be specified from time to time by the Board of Directors excepts those of the right to vote and hold office. All general members shall have full and equal participating rights in the Association, shall be eligible to hold office and have the right to vote. These rights shall apply only to the firm whose name appeared on the application approved by the Board of Directors. The Board of Directors may from time to time and at their discretion, provide full and equal participating rights in the Association, including the right to vote and hold office, to other members for such terms as the Board shall specify.
A member in good standing is one whose dues and assessments, if any, are fully paid, and continues to meet the requirements of eligibility.
Membership may be terminated in the following ways:
(a) The resignation of the member;
(b) Failure to pay dues or money owed to the Association;
(c) For good cause as decided by the majority of the Board of Directors (Example: guilty of persistent, unethical conduct; consistently 120 days or more delinquent in payment of dues, or any action which is contrary to the best interest of the association).
In the event of determination of good cause under Section 7, the member shall be given written notice of the determination, and of the pending termination, which notice shall state the reasons therefore, and shall further inform the member that he or she shall have an opportunity to be heard on the subject of the pending termination at the next regularly scheduled Board meeting.
The notice shall be given personally to such member or sent by first class mail to the last individual listed as the representative of the member at the last address of the member shown in the records of the Association. Rather than appearing before the Board of Directors, the member may submit a written statement. The Board of Directors shall conduct the hearing as to the pending termination (or review the memberÕs written statement) and in any event shall decide upon termination in good faith and in a fair and reasonable manner. The Board shall have the exclusive power to decide whether or not the pending termination shall be effected.
Any member terminated from the Association for cause may not submit an application for membership for at least one year from the termination date set by the Board of Directors, or the date upon which the Board of Directors by a majority vote shall determine that the cause for termination no longer prevails or has been remedied, whichever date shall first occur. No such application shall be considered unless the terminated member has satisfied all prior financial obligations to the Association.
Article III ÐMeetings
Section 1. Regular Meetings
Regular meetings of the Association shall be held at the direction of the Board of Directors at which time the members may consider reports of the affairs of the Association and transact such other business as may properly come before the meeting. Notice of such meetings shall be given to all members of the Association as the Board of Directors determines. The Board of Directors may cancel or change the date of any regular meeting upon proper notification to all members.
Section 2. Annual Meetings
There shall be an Annual Meeting of the Association at which time results of the annual election of Directors shall be reported to the members.
Section 3. Special Meetings
Special meetings of the Association may be called by the President, or by the Vice President in the absence of the President, or by the Board of Directors. Notice of special meetings shall be given to all members of the Association as the Board of Directors determines.
Section 4. Time and Place of Meetings
Time and place of meetings referred to in Sections 1, 2, and 3 above, shall be determined by the Board of Directors.
Section 5. Quorum
A quorum for any meeting of the Association shall consist of ten (10) members eligible to vote.
ARTICLE IV- BOARD OF DIRECTORS
Section 1. Composition
The Board of Directors of the Association shall consist of no more than fourteen (14) Directors elected by the membership, and the Immediate Past President of the Association.
Section 2. Term and Tenure of Office
Directors shall serve for a term of two (2) years, and thereafter until their successors are elected and have qualified. Their term of office shall begin immediately after election. If there are fourteen (14) Directors plus the Immediate Past President, seven (7) Directors shall be elected in even numbered years; seven (7) Directors shall be elected in odd numbered years.
Section 3. Duties
The Board of Directors shall:
A. Exercise the corporate powers of the Association, conduct its business, control its properties, and establish regulations and policies consistent with these By-laws to govern the Association.
B. Have full and final authority and control over all expenditures of funds by the Association.
C. Receive and act on all applications for membership.
D. Determine the amount of dues and assessments to be paid by the members of the Association.
E. Determine the manner and date of giving written notice to the members of the Association of meetings of the members.
F. Hire the Executive Director of the Association and fix the remuneration of same.
G. Employ a Certified Public Accountant to audit or review the AssociationÕs books and records at the discretion of the Board.
Section 4. Quorum
A majority of the number of Directors as fixed by the By-laws shall constitute a quorum at any meeting of the Board of Directors.
Section 5. Meetings
The Board of Directors shall meet as often as the management of the affairs of the Association shall required and may take place in person or by telephone conference call. Special meetings may be called by the President, or if he or she is absent or refuses to act, by the Vice President, or by any five (5) Directors. Twenty-four hours written notice of any special meeting shall be delivered to each Director.
Section 6. Action Without a Meeting
Any action required by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board of Directors. Such actions or written consent shall have the same force and effect as a unanimous vote of such Directors.
Section 7. Vacancies
Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, and each Director so elected shall hold office until his or her successor is elected at the Annual Meeting in October. If the term of office of the Director who created the vacancy does not expire until a year from the next election, the remaining year of that term may be filled by vote of the members at the Annual Meeting in October. No reduction of the number of Directors shall have the effect of removing any Director prior to the expiration of his or her term of office.
Section 8. Absences
Any Director who is absent from three (3) consecutive meetings of the Board without excuse shall be deemed as having resigned unless good cause can be shown, and this resignation shall be accepted by the Board of Directors at the next meeting after the third absence. Any vacancy thus created shall be filled in accordance with Article IV, Section 7 of these By-laws.
Section 9. Remuneration
No member of the Board of Directors shall receive any compensation for his or her participation.
ARTICLE V- ELECTED OFFICERS
Section 1. Officers
The officers of the Association shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, who shall be elected by the Board of Directors.
Section 2. Tenure of Office
All OfficersÕ terms shall be for a term of one year commencing on January 1. The Vice Presidents, Secretary and Treasurer may serve until their successors are elected. The President may hold that office for no more than three (3) consecutive terms.
Section 3. Nominations and Elections
After its selection in October, the Board of Directors shall be filled by a vote of the majority of the remaining Directors, and each Officer so elected shall hold office until his or her successor is elected following the Annual Meeting in October.
Section 5. Duties
A. Duties of the President: The President shall be the chief executive officer of the Association and shall, subject to the approval of the Board of Directors, have general supervision, direction and control of the business of the Association. He or she shall preside at all meetings of the membership and Board of Directors. He or she shall be an ex-officio member of all committees. He or she shall have such other powers and duties as may be prescribed by the Board of Directors.
B. Duties of the Vice Presidents: The Vice Presidents, in the order designated by the Board of Directors, in the absence of the President or at the PresidentÕs request, shall perform the duties of the President.
C. Duties of the Secretary: The Secretary shall be responsible for keeping a record of the proceedings of the Association and of the Board of Directors. He or she shall send to all membersÕ notices of meetings and keep a membership roster, keep the minutes, supervise correspondence and affix the seal of the Association to all documents and instruments. With the approval of the Board of Directors, the Secretary may assign his or her duties to the Executive Director.
D. Duties of the Treasurer: The Treasurer shall have charge of all property of the Association not otherwise assigned; he or she shall demand and receive all assessments, which may be hereafter levied by the Association. He or she shall supervise all funds of the Association with the supervision of the Board of Directors. Upon completion of his or her term of office, and within thirty (30) days after installation of his or her successor, he or she shall place in the hands of the new Treasurer all the property and funds of the Association in his or her possession. With the approval of the Board of Directors, her or she may assign his or her duties to the Executive Director.
Section 6. Removal from Office
The Board of Directors may remove any Officer from office for cause. A vote of the majority of the Board shall be necessary for any such action.
ARTICLE VI- ELECTIONS
Section 1. Board of Directors
At least two (2) months prior to the Annual Meeting, the President shall appoint a Nominating committee of at least three (3) members of the Association in good standing. This committee shall offer a slate of Directors to be voted upon by written ballot. At least six (6) weeks prior to the Annual Meeting a notice of the official slate of candidates shall be sent to all active members of the Association. In addition, any member in good standing may be nominated by petition providing such petition is signed by five (5) members in good standing and is received in the office of the Association at least four (4) weeks prior to the Annual Meeting. At least two (2) weeks prior to the Annual Meeting, a ballot containing the names of all candidates shall be sent to all members in good standing with instruction for completion of a secret ballot. Ballots may be mailed to the Association office or handed in at the Annual Meeting up to the time of the appointment of a tellers committee. All ballots received shall remain sealed until opened and counted by the tellers committee.
Section 2. Officers
Within thirty (30) days of the Annual Meeting, the Board of Directors shall elect officers from those Directors holding office. Election shall be by a majority vote.
ARTICLE VII- COMMITTEES
Section 1. Executive Committee
The Board of Directors may, by resolution passed by a majority of the Board, designate an Executive Committee consisting of the President and two (2) or more Directors, which, to the extent provided in the resolution, shall have and may exercise the powers of the board of Directors in the management of the business and affairs of the Association. The Executive Committee shall not have the power to amend the Articles of Incorporation or By-laws, to agree to a merger, consolidation, liquidation, dissolution, or sale of substantially all of the AssociationÕs assets. The Executive Committee shall keep regular minutes of its meetings and report the same to the Board of Directors as required by the resolution of the Board.
Section 2. Standing Committees
The standing committees of the Association shall be determined by the Board of Directors in accordance with the activities of the Association.
Section 3. Other
Other committees may be appointed by the President with the approval of the Board of Directors.
Section 4. Financial Obligations
Committee chairmen shall submit an annual committee budget. No financial obligations shall be incurred by any committee, which have not been authorized by the Board of Directors and for which appropriations have not been made.
ARTICLE VIII- DUES AND ASSESSMENTS
Dues shall be paid by members of the Association in accordance with policies and amounts determined by the Board of Directors.
ARTICLE IX Ð RULES OF ORDER
The rules contained in Roberts Rules of Order shall govern the deliberations of this Association in all cases in which they are applicable and not in conflict with the provisions of these By-laws, provided nothing therein shall be deemed to add or supply any substantive regulations to the By-laws.
ARTICLE X- AMENDENT OF BY-LAWS
Section 1. By Members
These By-laws may be amended or repealed at the Annual Meeting, or at any meeting of the membership called for that purpose, by a majority vote of the members voting at such a meeting at which a quorum is present, or by written ballot of such members.
Section 2. By Board of Directors
The Board of Directors may amend or repeal these By-laws, subject to the power of the membership to revoke this delegation of authority in the manner prescribed in Article X, Section l. The Board of Directors shall not have the power to change the authorized number of directors, which authority lies exclusively with the membership.
Written notice of proposed changes to the By-laws are to be sent to the Board of Directors for their consideration. Proposed changes will be read at a meeting of the Board of Directors. The proposed change will then be voted upon following a second reading at a subsequent meeting of the Board. Except in the case of dire emergency, which shall be determined by a two-thirds vote of the Board, may the requirement for a second reading be waived.
ARTICLE XI Ð REGIONAL CHAPTERS
Section 1. Eligibility
Intrastate regional chapters may be authorized by the Board of Directors where viable units can be formed and when the affected sections of the state agree to do so. The boundaries of the Regional Chapter shall follow county or counties boundaries, except in unusual cases of need as approved by the Board of Directors.
Section 2. Governance
Provisions in the By-laws of the Association shall apply to Regional Chapters unless specific exclusion is stated in the Affiliation Agreement.
ARTICLE XII- DISSOLUTION
No member of this corporation shall have any vested or other interest in any of the property or assets of the corporation. No part of the property and assets of this corporation shall inure to the benefit of its members or any private person upon liquidation, dissolution or abandonment. All property and assets of this corporation shall be transferred and distributed as determined by the Board of Directors.