By Laws

OBJECTIVES AND GENERAL POLICY

The Ventura County Taxpayers Association, Inc., intends to be governed by the California Nonprofit Public Benefit Corporation Law and shall be a nonpartisan, nonprofit citizen’s agency to study public business in Ventura County, specifically working for economy, consistent with efficiency, progress and development in City, County, School and Special District affairs and, secondarily, to maintain an awareness of State and Federal issues as they impact local government. The Association will release its findings and recommendations when appropriate and, in so doing, will endeavor to make the activities of government understandable to the public. The Association shall not endorse or condemn any candidate for public office.
The principal office of the Association shall be at a location in Ventura County as designated by the Board of Directors.

MEMBERSHIP

Membership in this Association shall be open to any person, firm or corporation owning property or operating in the County of Ventura subject to approval by the Board of Directors and to the payment of an annual membership fee as established by the Board of Directors, to meet the financial needs of the Association for each fiscal year.  A member may be expelled by a majority vote of the Board of Directors if such member’s actions are embarrassing to the Association’s adopted policies, and any member so expelled shall receive a prorated refund of their current annual membership fee.
The regular annual meeting of the members of the Association shall be held at a place in the County of Ventura, designated by the Board of Directors.  A special meeting of the members may be called at any time by the Chair by the Executive Committee, or by a written petition of not less than a majority of the authorized number of elected Directors.
Meeting of the members shall be called by a notice in writing, signed by the Chair or the President/CEO, and mailed, emailed or otherwise delivered to each member at his or her last known address at least five days before such meeting, setting forth the time, place and agenda of the meeting.
A quorum at any meeting of the members of the Association shall consist of 25 duly qualified members. At any meeting of the members of the Association voting rights shall be limited to those members who have paid their current annual membership fee.  Each member shall be entitled to only one vote, regardless of the amount of such member’s financial contribution to the corporation.
Membership in the Association shall not give a member any interest in the property or assets of the corporation upon dissolution or otherwise. Such membership shall not be transferable, and shall cease and terminate upon the death of a member.

DIRECTORS

There shall be a Board of Directors consisting of: a minimum of 21 and a maximum of 31 elected members, of which at least 7 shall be elected each year; and the immediate past Chair of the Association. The Directors shall be elected at the annual meeting of the members.  Directors shall serve in terms of three years, plus any additional time required for the election and qualification of their successors. No Director may be elected to more than two consecutive terms unless currently serving as an officer.
Regular monthly meetings of the Board of Directors of this Association shall be held in at least 10 months of each calendar year, in the County of Ventura. The regular annual meeting of members may serve as a meeting of the Board of Directors for the month in which it occurs. The time and place of each such regular meeting shall be set forth in a notice thereof, mailed or personally delivered to each Director at least five days prior thereto.  A quorum at any meeting of the Board of Directors shall consist of one-third of the duly qualified members.
Special meetings of the Board of Directors may be held on the call of the Chair, or upon the request of five Directors. Notice of such called meeting shall be given by the Chair or the President/CEO at least 24 hours prior to such meeting, by mail, personal service or by telephone.
The Directors shall conduct, manage and control the affairs and policies of the Association, and make rules and regulations, not inconsistent with these Bylaws, for the guidance of the officers and committees of the Association.
The Board may, in its discretion, appoint and prescribe the duties of one or more committees to carry out the objectives of the Association.
The Board may appoint an Executive Committee composed of the officers and the committee chairs, and delegate to the Executive Committee any of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except the powers to: adopt, amend or repeal the Bylaws to fill vacancies on the Board or on the Executive Committee; to approve the annual budget; or set the salary of the President/CEO.
Meetings of the Executive Committee shall be held in Ventura County, upon the call of the Chair or of the Vice Chair, in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors.
Transactions of any meeting of the Directors or the Executive Committee, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the members not present signs a written waiver of notice or a consent to holding such meeting or an approval shall be filed with the corporate records or made a part of the minutes of the meeting.
The Directors shall govern the nature and authorize the amount of whatever expenditures may be made from the funds of the Association, which expenditures, however, shall never exceed funds available in the treasury at the time.
The Directors shall declare a vacancy on the Board if an elected Director dies, resigns, is absent from three consecutive meetings without acceptable reason, or is absent from five meetings in a calendar year. The Directors may fill vacancies in the membership of the Board or of the Executive Committee.
Each member of the Board of Directors and of the Executive Committee shall have one vote on all matters of consideration.
The Directors shall cause to be kept a complete record of all the minutes, acts and proceedings of the members and the Board, and shall present a full statement at the regular annual meeting of the members of the finances and expenditures of the Association and generally the condition of its affairs.

OFFICERS

The officers of the corporation shall be:  (1) Chairperson; (2) Vice Chairperson; (3) Secretary; and (4); Treasurer.  The officers shall be elected by the Board of Directors at their first regular meeting each year or at their next regular meeting after the occurrence of a vacancy due to the death, resignation, or removal of a Director serving as an officer.
All officers shall serve for a term of one year expiring at the time of the regular annual meeting of members and until their successors are elected and qualified. No officer or Director shall receive any compensation for his or her services as such. All officers must be chosen from among the elected Directors.
The Chair shall preside over all meetings of the members and of the Directors, and shall cast a vote at such meetings only in the event of a tie. The Chair shall sign all contracts which have been first approved by the Board of Directors, and shall perform other official acts as otherwise provided for in these Bylaws.  The Chair, either personally or by direction of his or her authority, shall supervise the office of President/CEO and all of the affairs of the Association.
If at any time the Chair shall be absent or unable to act, the Vice Chair shall take his or her place and perform his or her duties; and if the Vice Chair shall be absent or unable to act, then the immediate past Chair shall take his or her place; and if the immediate past Chair shall be absent or unable to act, the Directors shall appoint some other member of the Board to do so.
The Board of Directors shall employ a President/CEO whose duty it shall be to keep a record of the proceedings of the Board of Directors and of the meetings of the members, to keep such books as may be necessary to record and show the membership of the Association, and any change therein, and for the business and purpose of the Association any other books or records which the Board of Directors may direct, and to perform such duties as the Chair, the Board of Directors or the Executive Committee may prescribe from time to time.
The Secretary shall re responsible for taking and maintaining minutes of all meetings of the Board of Directors.
The Treasurer shall keep all funds of the Association in banks approved by the Board of Directors.  Any check to pay out more than $500 of the corporation’s funds shall be signed by two of the officers of the corporation.  The Treasurer shall cause to be prepared an annual budget and an annual report of actual income and expense for each fiscal year, which shall begin on January 1 and run until December 31 of each year.

AMENDMENTS

These Bylaws may be amended or repealed, or new Bylaws adopted, by any of the following: (a) The vote or written assent of a majority of the members entitled to vote; or (b) The vote of a majority of a quorum at a meeting of the members duly called for the purpose according to the Bylaws; or (c) By majority vote of the Board of Directors, except as to Bylaws fixing or changing the number of Directors.