CLCA San Francisco Bay Area Chapter

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By-Laws of the California Landscape Contractors Association, Inc. Women's Auxiliary San Francisco Bay Area Chapter

ARTICLE I

The name of this association is THE SAN FRANCISCO BAY AREA CHAPTER of the CALIFORNIA LANDSCAPE CONTRACTORS ASSOCIATION, INC. WOMEN'S AUXILIARY (herein also referred to as "THE AUXILIARY").

ARTICLE II PURPOSE

As a recognized auxiliary of the California Landscape Contractors Association, Inc., the objectives of this chapter are to:

• award scholarships to individual students through the Landscape Educational Advancement Foundation (L.E.A.F.) and grant endowments to local colleges through the Chapter's College Enrichment Fund
• promote the organization of the California Landscape Contractors Association, Inc.
• assist said organization when requested
• act as event coordinators at C.L.C.A. functions (i.e. picnic, Holiday Party, etc.)
• create and nurture lasting friendships

ARTICLE III MEMBERSHIP

Section 1: All representatives of members of the California Land scape Contractors Association, Inc., in good standing, shall be eligible for membership.

Section 2: A Satellite Membership is described as membership in more than one chapter as a result of active and continuous par ticipation in all chapters involved. When holding a Satellite Membership, dues are paid once through the member's chosen base chapter. Satellite Member shall pay Chapter dues.

Section 3: A member who has actively served the California Landscape Contractors Association, Inc. Women's Auxiliary for twenty (20) consecutive years shall be eligible for Honorary Life Membership upon approval of the State General Council and will no longer pay annual dues. Chapter dues shall be optional.

Section 4: Each member, in good standing, shall have one vote and shall be eligible for election to any office except President. In order to be elected President, member must have served on the Executive Board for a term of one year.

Section 5: The annual dues of the Chapter shall be twenty-five dol lars ($25) ($20 of which will go to the State Auxiliary), divided as follows:

$15 State Auxiliary treasury
$ 5 Landscape Educational Advancement Founda tion (L.E.A.F.)
$ 5 Chapter treasury

A Satellite Member shall only pay five ($5) for Chapter dues. Dues are due September 1.

Section 6: Membership in the Chapter may be terminated by a two-thirds vote of the Executive Board at any duly convened meeting, for the following reasons and subsequent to a ten (10) day written notice to the party with an opportunity to be heard:

• Non-payment of membership dues
• Company's CLCA membership is terminated
• For any actions deemed detrimental to the principles, purposes or welfare of the Auxiliary.

ARTICLE IV THE GENERAL COUNCIL

Section 1: The General Council is the supreme governing body of the Auxiliary and consists of all members of the Auxiliary, in good standing, who are present at meetings of the General Coun cil.

Section 2: Meetings of the General Council shall be called by the President when necessary.

Section 3: Quorum - A quorum at the General Council is present if ten (10) percent of the members of the Chapter are present.

Section 4: Resolutions - A resolution intended for consideration by the General Council shall be presented, in writing, to the President. Every resolution, upon presentation at any session of the General Council, shall be reviewed by the Executive Board. When said resolution is deemed appropriate and for the general good of the membership, the President shall assign all resolu tions to such committees, based on the subject matter of the resolution.

ARTICLE V THE BOARD OF DIRECTORS

Section 1: The administration of the affairs of the Auxiliary is invested in the Executive Board.

Section 2: The officers of the Chapter are the President, First Vice President, Second Vice President (optional), Secretary and Treas urer. No more than two members from the same company may hold office simultaneously.

Section 3: When an office has been declared vacant in any case in which it is necessary to fill a vacancy on the Executive Board or in any particular office, the Executive Board may elect a substitute to serve the remaining portion of the term from the membership of the Auxiliary.

Section 4: Meetings of the Executive Board will be called by the President as necessary.

Section 5: Quorum - One half or more of the members of the Executive Board shall constitute a quorum, provided the President or the First Vice President is present.

Section 6: The Executive Board has all those powers expressly granted by the By-Laws of the Auxiliary to administer the affairs of the Auxiliary between General Council meetings.

ARTICLE VI DUTIES OF OFFICERS

Section 1: The President shall:

• preside at all meetings of the Executive Board and the General Council.
• appoint a Parliamentarian to serve at each meeting
• appoint the members of all committees and designate the chairperson thereof, subject to confirmation by the Executive Board, and shall act as an ex-officio member of all committees
• countersign all checks over $200
• perform such other duties as this office shall require

Section 2: The Vice President(s) shall:

• act in the place of the President in the latter's absence or upon her/his request
• be responsible for Membership
• be Chairperson of Ways and Means and shall be in charge of all money-making activities of the Chapter Auxiliary; she/he shall recommend to the Executive Board plans for fundraisers. The Executive Board shall act on such recommendations
• obtain a gift for the outgoing president, cost determined by the approved annual budget
• countersign checks over $200

Section 3: The Secretary shall:

• maintain a correct record of the proceedings of the Chapter meetings
• notify the members and officers of all meetings
• conduct all Chapter correspondence
• countersign checks over $200

Section 5: The Treasurer shall:

• receive all funds and keep an accurate account of all receipts and disbursements
• bank all Chapter funds promptly
• pay all bills with the approval of the Executive Board
• countersign all checks over $200 with the President, Vice President(s) or Secretary (checks under $200 require only Treasurer's signature)
• present a statement of the financial condition of the Chapter at the General Council meetings
• present a proposed annual budget for review and approval at the last General Council meeting of each year for the subsequent year
• submit the books and records at the end of her/his term of office to an auditor who shall be appointed by the President

ARTICLE VII ELECTIONS

Section 1: The nomination will be made through a Nomination Committee appointed by the President and shall consist of at least three (3) members.

Section 2: The Nomination Committee shall place in nomination before the Chapter the names of one or more candidates for each of the offices of the Executive Board. Nominations for any office may be made by members of the Chapter on the floor prior to the time nominations are declared closed by vote of the Chapter.

Section 3: If there is but one candidate for any office, the ballot for that office may be dispensed with and the election held by voice vote. A simple majority shall elect.

Section 4: Induction shall coincide with the installation of the San Francisco Bay Area Chapter CLCA officers and shall assume office immediately following installation and serve a term of one year.

ARTICLE VIII AMENDMENT OF THE BY-LAWS

The By-Laws may be amended or repealed and new By-Laws adopted by a two-thirds majority vote of the General Council, provided 25% of the membership is present.

ARTICLE IX ORDER OF BUSINESS

Section 1: The order of business of the General Council in annual and special sessions shall be, as far as practicable, as follows:

Convene General Council Meeting

1. Welcome - Introduction of Officers and Chairpersons
2. Minutes
3. Treasurer's Report
4. Bills to be Paid
5. Correspondence
6. Committee Chair Report
   • Auditor
   • Auxiliary Potluck
   • By-Laws
   • College Enrichment
   • Historian
   • Holiday Party
   • LEAF
   • Picnic i
   • Something Special
   • Sunshine
   • Nominating
   • Ways and Means/Monthly Baskets
7. Old Business
8. New Business
9. Adjournment

Section 2: Waiver of Rules to these By-Laws shall be effected only upon a duly recognized motion and second by the Executive Board when passed by a majority vote.

Section 3: "Roberts Rules of Order", latest edition, is the authority governing proceedings in meetings of the Chapter, insofar as such rules are not in conflict with the By-Laws of the Chapter.

ARTICLE X COMMITTEES

Section 1: The Executive Board shall authorize all committees which it determines necessary to carry out the functions of the organization.

Section 2: The members of all committees shall be Auxiliary members. The Executive Board has authority over all committees. The President may, subject to confirmation by the Executive Board, appoint the chairpersons of all committee, dismiss any member from committees and fill any vacancy by appointment for the unexpired term.

CALIFORNIA LANDSCAPE CONTRACTORS ASSOCIATION, INC. WOMEN'S AUXILIARY STANDING RULES 1.

The official Chapter representative to State meetings shall be allotted fifty dollars ($50) for expenses.

Adopted November 2, 1972
Amended June 5, 1985
Amended September 23, 1995
Amended January 19, 1999
Amended October 18, 2006