Bylaws
BYLAWS
CALIFORNIA ASSOCIATION OF CODE ENFORCEMENT OFFICERS
Article 1
PURPOSE
Section 1. The purpose of this amendment shall be to change the name of the corporation to the California Association of Code Enforcement Officers, hereinafter referred to as CACEO. CACEO shall be a non-profit corporation and shall be self-supporting.
Section 2. The principal office for the transaction of the business of the corporation shall be located at such place in the State of California, as the Board of Directors shall from time to time fix and designate.
Section 3. The fiscal year of this Corporation shall commence on January 1 and end on December 31 for each year of its existence.
Section 4. The actions of this public benefit corporation, its agents, members, officers and directors shall be limited to the furtherance of the purposes for which this Corporation is organized. All action shall be conducted for non-profit purposes as described in Section 501 (c)(6) of the Internal Revenue Code of 1954 and the corresponding provisions of any future United States Internal Revenue Law, and Section 23701E of the California Revenue Code. Notwithstanding any other provision of these articles, this Corporation shall not, except to any insubstantial degree, engage in any activity or exercise any powers that are not in the furtherance of the purpose of this Corporation.
This organization is established to promote knowledge and training, develop a standard procedure for code enforcement officer certification, and to foster educational and professional standards for all persons employed in performing code enforcement. CACEO provides a united, statewide voice for those associated with housing, building, planning, police, fire, zoning, health and safety enforcement.
Article 2
ORGANIZATIONAL STRUCTURE
Section 1. In order to properly and efficiently conduct the business of the Corporation, and to meet the geographic needs of the membership, the Corporation shall be divided into a number of geographical areas called regions to be determined by the Board of Directors.
Section 2. Each region shall have three (3) voting members represented on the Board of Directors. These directors, along with the five (5) officers, will constitute the Board of Directors of this Corporation.
Section 3. In the event of a merger, an interim board will be appointed as determined by agreement of the Boards of Directors of the involved organizations.
Article 3
BOARD OF DIRECTORS
Section 1. For the purpose of the Corporation, the term Director shall be defined as an individual/representative voted on by a quorum of voting members at the annual meeting.
Section 2. Any active member of CACEO in good standing shall be eligible for any office.
Section 3. The Executive Committee shall be President, First and Second Vice Presidents, Secretary, and Treasurer.
Section 4. The Board of Directors consists of the Executive Committee and the directors representing the regions. These representatives shall be liaisons between the regions and the Board. Appointed offices shall be members of the Board without a vote, i.e. Sergeant at Arms.
Section 5. All corporate powers shall be exercised by or under the authority of, and all the business and affairs of the Corporation shall be controlled by, the Board of Directors. The Board is to establish Corporation policy and direct the administrative and fiscal affairs, including the adoption of an annual budget. Every third fiscal year the Board will appoint an independent auditor who shall review and report on the financial transactions of the Corporation. This is subject to limitation of the articles of incorporation, these bylaws, and of the laws of the State of California. During years that an independent audit is not performed, CACEO will perform an annual financial review.
Section 6. The Board of Directors shall have the power to remove any officer or regional representative for stated cause by a two-thirds majority vote.
Section 7. A vacancy occurring in a regional representative position as defined in Section 4 above shall be filled by the President and ratified by a majority of the Board until the next election.
Section 8. The Board of Directors shall meet at such times as shall be designated by the President and a majority of the Board of Directors, but not less than four times each fiscal year. No less than nine (9) voting directors shall constitute a quorum. In case of an emergency or mere necessity as determined by the President, a meeting of the Board of Directors may be held by telephone.
Section 9. Board members may be compensated for sanctioned functions as approved by administrative policy.
Section 10. Self-dealing transaction with members of the Board of Directors may take place under the following conditions:
1. The transaction undergoes a competitive bidding process.
2. The self-dealing transaction proves to be the most advantageous to the organization.
3. The transaction follows the guidelines of all state non-profit authorities.
Article 4
OFFICERS
Section 1. Elected officers shall be the President, First and Second Vice Presidents, Secretary and the Treasurer. Officers elect shall take office at the annual installation of elected officers.
Section 2. The officers shall be elected prior to and recognized at the Annual Meeting of the Corporation and shall assume their offices at the first Board meeting of the new calendar year. They shall hold office until their successors have been elected and assume office.
Section 3. A vacancy occurring in the elective offices shall be filled by a vote of the Board of Directors. The Vice-President shall fill the vacancy of the President. A vacancy of any of the Regional Representatives shall be filled by appointment of the President and ratification by a majority of the board, until the next election.
Section 4. The appointive officer shall be Sergeant at Arms/Parliamentarian (Meeting Coordinator). The appointive officer shall be appointed by the President and ratified by the Board of Directors and shall serve until their successors have been appointed and ratified. A vacancy in an appointive office shall be filled by appointment of the President and ratified by the Board.
TERMS OF OFFICE
Section 1. The regular term of office for the Executive Committee shall be one (1) year commencing at the first Board meeting of the new calendar year, with the exception of the First Vice-President, Treasurer and the Secretary, whose terms will be two (2) years.
Section 2. No officer shall be elected to more than two (2) consecutive full terms for any one office.
Section 3. The regional representative of the Board of Directors will serve terms of two (2) years each. There will be an unlimited number of terms a regional representative may serve. Terms will be staggered so that fifty percent (50%) of the board is elected each year.
DIRECTOR AND OFFICER’S RESPONSIBILITIES
Subsection A. The President shall be Chief Executive Officer of the Corporation and shall have general supervision, direction, and control of the business affairs of the Corporation. The President shall preside at the Annual Meeting of the Corporation and at the Board of Directors meetings. The President shall give a report of the Corporation’s business to the Board at their regularly scheduled meetings for their review and approval. The President shall appoint the chair and members of various standing committees hereinafter enumerated, and shall be an ex-officio member of all committees except the Nominations/Election Committee.
Subsection B. The First Vice President will preside over all meetings in the absence, vacancy or disability of the President. The primary duty of the First Vice President is to be the head of the Education Committee in charge of seminars and workshops.
Subsection C. The Second Vice President shall preside, in the absence of the First Vice President and the President at all CACEO functions. The primary duty of the Second Vice President shall be to head the Certification Committee and to keep the President and Board of Directors informed of the current progress and future plans of the committee. Only active members who are certified in CACEO Certification may be elected to this office.
Subsection D. The Secretary shall record the minutes of the Annual Meetings, the meetings of the Board of Directors and all special meetings, and shall give notice of all meetings required in the Bylaws. The Secretary shall be responsible for all Corporation correspondence.
Subsection E. The Treasurer shall be the custodian of all monies of the Association and shall head the Finance and Budget Committee. The Treasurer shall be responsible to see that the dues of all members are paid in full prior to the opening of the annual business session, and shall report the same to the President and the Board of Directors. All revenue and expenditures from CACEO funds shall be reviewed and signed by the Treasurer. The Treasurer’s book and records shall be audited every three (3) years and reviewed by the President’s appointed committee the other two (2) years pursuant to Section 5 of Article 3 above.
Subsection F. The Sergeant at Arms/Parliamentarian (Meeting Coordinator) shall advise the presiding officer on points of Parliamentary law and also give similar advice to the officers and members upon request. He/She will control and maintain order of all meetings and functions of the Association.
Subsection G. Director Responsibilities:
1. Directors are required to attend the Annual Meeting, the strategic planning meeting, and the four (4) quarterly meetings. At the discretion of the Executive Committee, directors may be required to attend special meetings. Directors are encouraged to attend special meetings if need arises.
2. Directors shall participate in at least one standing committee and are encouraged to participate in other committees as need arises.
3. Directors shall adhere to the Board of Directors Code of Ethics and Conduct.
4. Once a calendar year, each director is required to sponsor a one-day continuing education training session within the region they represent.
5. Directors are required to work with the Executive Director and the Communication and Newsletter Committee on assuring the members within the region they represent are properly informed of updates, training, surveys of membership, and any other pertinent information related to CACEO.
6. Directors are required to work with the Membership Committee on the recruitment of new members and retention of existing members, as well as to help facilitate membership outreach.
7. Directors are required to help facilitate the successful operation of training sessions, seminars and the annual conference, or any other CACEO related function.
Article 5
STANDING COMMITTEES
Section 1. The following standing committees shall exist:
A. The Education Committee will consist of not less than five (5) members including the First Vice President, appointed by the Board President. Their duties shall be to develop and maintain a curriculum of courses to be used towards qualifying for certification and to plan the Annual Meeting and Seminar and such other programs as shall be necessary. The Education Committee shall be responsible for all publications advertising such programs.
B. The Certification Committee shall consist of not less than five (5) members including the Second Vice President, appointed by the Board President. Their duties shall be to develop, implement, and administer an ongoing certification program.
C. The Legislative Committee shall consist of not less than five (5) members including the chairperson, appointed by the Board President. Their duties shall be to review and submit recommendations on legislation that may be necessary or beneficial to the Corporation. The Legislative Committee shall act as the agent of the Corporation on legislative matters and may establish positions on legislative matters that affect the mission of the Corporation, with the approval of a two-thirds vote of the Board of Directors.
D. The Membership Committee shall consist of not less than five (5) members including the chairperson, appointed by the Board President. Their duties shall be to acquaint prospective members with the objectives of the Corporation, to encourage new membership, and to maintain an updated membership roster. The Membership Committee shall also promote recognition of the Corporation and the Code Enforcement profession.
E. The Finance and Budget Committee shall consist of the Treasurer as the chair, and one or two active members appointed by the Board President. The Budget Committee shall present a proposed budget to the Board of Directors prior to the end of the calendar year.
F. The Nominations/Election Committee shall consist of an Executive Committee member who is not up for election during that specific election cycle and two (2) directors designated by the current Board President. The Immediate Past Board President shall be the chairperson for the committee. Those seeking nomination or nominated for office in an impending election shall not serve on this committee. The committee may appoint an active member to fill any vacancy on the committee created by the nomination of one of its members, as needed.
G. Communication and Newsletter Committee shall be responsible for all publications and brochures of the Association.
H. Special committees may be appointed by the President from time to time for such purposes as shall be required to properly and efficiently conduct the business and affairs of the Corporation.
Article 6
MEETINGS
Section 1. The Annual Meeting shall consist of an Educational Seminar held yearly at a time and place selected by the Education Committee and approved by the Board of Directors.
Section 2. The Board of Directors shall meet at least four (4) times a year. Special meetings may be held at such time and place as shall be determined by the President and a majority of the Board of Directors. Reasonable notice of special meetings shall be given.
Section 3. Parliamentary Procedure – The rules contained in the current edition of Robert’s Rules of Order shall govern the Corporation in all cases to which they are applicable.
Exceptions. Quorum at all meetings shall consist of no less than nine (9) voting directors present.
The primary purpose of the annual meeting shall be:
1. To receive the annual report from the outgoing President.
2. To recognize newly elected officer and regional directors to the Board of Directors.
3. To receive the annual committee reports from the Association Officers.
Coincidental to the annual meeting shall be an annual conference, the primary purpose of which is to:
1. Provide continuing education to its members.
2. Provide seminars addressing specialized areas of code enforcement.
3. Provide seminars addressing code enforcement administration and innovative code enforcement programs.
4. Discuss changes, policies and laws that affect code enforcement.
5. Further the exchange of information between members of the code enforcement profession.
Article 7
ELECTIONS
Section 1. The election of Executive Committee/Officers and Directors shall be conducted by the Nominations/Election Committee in the following prescribed manner:
A. Elections for elective positions shall take place prior to the Annual Meeting with results delivered during the annual meeting.
B. At least 90 calendar days prior to the annual meeting, the Board of Directors shall appoint a Nominating Committee pursuant to Article 5 Section 1F. The Nominating Committee shall prepare a slate of nominees after soliciting by phone, email or mail from the general membership, as listed on the current membership roster of all active members for any offices up for election, including President, First Vice President, Second Vice President, Secretary, Treasurer, and regional representatives.
C. Nominations shall be submitted to the Nominating Committee either by phone, mail or email. The Nominating Committee shall review and determine that the member making the nomination is an active member. Nominations shall open and close on specified dates as determined by the Committee. The Nominations/Election Committee shall distribute a ballot to all members to be postmarked no later than forty-five (45) days prior to the Annual Meeting.
D. The nominees for either an officer or regional position, upon acceptance of the nomination, shall forward to the Nominations/Election Committee for review a resume stating their qualifications and experience for said position; a statement as to why the nominee would like to serve on the Board; and what goals they would strive to attain.
E. Voting – Completed ballots shall be collected by members of the Nominations/Election Committee and postmarked no later than 15 days prior to the Annual Meeting. The Committee shall maintain a list of eligible voters turning in ballots. All officer positions except that of President are elected by members at large, and the regional representatives to the Board of Directors are elected by members of their region. The President shall be elected by a majority vote of the Board of Directors.
F. Reporting the vote – Results of the election shall be tabulated and accounted for prior to and then announced at the Annual Meeting. Nominees shall be notified of the election results prior to the Annual Meeting.
G. Other votes – The Nominations/Election Committee shall be charged with the duties of conducting and overseeing those special votes as needed at the direction of the Board of Directors.
H. Plurality vote – For the purpose of the election of the Board, a plurality vote will be allowed to decide an office if there are more than two (2) candidates for the same office and no one candidate receives a majority of the votes cast.
Article 8
MEMBERSHIP
Section 1. There shall be the following classes of membership:
A. Active member – Any individual who is a member in good standing, employed in the enforcement of codes for any City, County, City and County, political subdivision or State Government. Active members may hold office, serve on committees, vote at meetings, and will receive publications and mailings. Each active member shall be entitled to one vote.
B. Honorary Member – An Honorary Membership shall be proposed in writing to the Board of Directors and will become effective upon approval of the Board. Honorary members may serve on committees and attend membership meetings but may not hold office or vote. They will receive publications and mailings.
C. Associates – Any association, organization, agency, student or individual interested in the enforcement of codes for any City, County, City and County, political subdivision, State government or private agency. Associates may serve on committees and attend membership meetings but may not hold office or vote. They will receive publications and mailings.
TERMINATION OF MEMBERSHIP
Section 1. A member may be terminated for the following reasons:
A. Any active member leaving the code enforcement profession for a period in excess of twelve (12) months shall be reclassified as an associate member.
B. Any Board member or officer with two (2) absences in one year from regular meetings can be removed from office with a majority vote of the attending Board of Directors. Any member may be suspended and/or removed from the roll of CACEO upon a written finding by the Board of Directors and with a concurring vote of the majority of the voting members taken by unpublished ballot.
C. Any member in default of his or her financial responsibilities to CACEO for a period of six (6) months shall no longer be entitled to the benefit of membership in CACEO. This section does not preclude reinstatement upon payment of dues.
Article 9
DUES
Section 1. The amount of annual dues for active members and associates shall be established by the Board of Directors. Honorary members shall be exempt from the payment of dues.
Section 2. All dues shall become payable by January 15 of each year. After March 31, associates and members delinquent in dues shall be dropped from the CACEO roster.
AMENDMENTS TO THE BYLAWS
Section 1. The Bylaws can be amended by a two-thirds vote of the ballots cast by members, providing a notice of proposed amendment to the Bylaws shall be sent to the members at least thirty (30) days prior to the date of the balloting. This notice shall state whether the vote shall be by mail or at the Annual Meeting or a special meeting.
Section 2. Any time notice is required to be given by these Bylaws, the same shall be satisfied by a certificate duly executed by the Secretary of the Corporation indicating the matter has been noticed via U.S. mail postage prepaid to all persons identified on the then current list of members entitled to vote.
Article 12
DISSOLUTION
In the case of dissolution of this organization, all assets remaining after payment of accrued expenditures shall be distributed to one or more organizations which qualify for a tax exemption as provided by the Internal Revenue Code of the United States of America as determined by the Board of Directors and no part of any assets shall go to benefit any private individual or member.
INDEMNIFICATION
The Corporation shall, to the maximum extent permitted by the California Non-profit Mutual Benefit Corporation Law, and in accordance with the law, indemnify each of its Agents against expenses, judgments, fines, settlements and other amounts actually and reasonable incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the Corporation. For purposes of this section, an “Agent” of the Corporation includes any person who is or was a director, officer or employee of the Corporation and is or was acting within the scope of his or her employment or his or her designated or reasonable implied responsibilities.
