BYLAWS
OF THE ASSOCIATION OF CRIMINALISTS-
CALIFORNIA DEPARTMENT OF JUSTICE
Date: 1/8/2007
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TABLE OF CONTENTS
ARTICLE I. OFFICES
Section 1.01 Principal Office
ARTICLE II. MEMBERS
Section 2.01 Classification and Qualification of Members
Section 2.02 Admission to Membership
Section 2.03 Application Fee
Section 2.04 Dues
Section 2.05 Number of Members
Section 2.06 Termination of Membership
Section 2.07 Resignation by Giving Notice
Section 2.08 Nonpayment of Dues
Section 2.09 Right of Appeal and Notice
Section 2.10 Suspension and Expulsion
Section 2.11 How Taken
Section 2.12 Effect of Termination
ARTICLE III. MEETINGS OF MEMBERS
Section 3.01 Place
Section 3.02 Regular Meetings
Section 3.03 Special Meetings
Section 3.04 Notice of Meetings
Section 3.05 Contents of Notice
Section 3.06 Adjournment
Section 3.07 Quorum
Section 3.08 Loss of Quorum
Section 3.09 Adjournment for Lack of Quorum
Section 3.10 Voting of Membership
Section 3.11 Entitlement
Section 3.12 Cumulative Voting
Section 3.13 Action Without Meeting by Written Ballot
Section 3.14 Voting by Written Ballot
Section 3.15 Conduct of Meetings: Chairman
Section 3.16 Secretary of Meetings
Section 3.17 Rules of Order
ARTICLE IV. DIRECTORS
Section 4.01 Number
Section 4.02 Qualifications
Section 4.03 Terms of Office
Section 4.04 Nomination
Section 4.05 Election
Section 4.06 Compensation
Section 4.07 Call of Meetings
Section 4.08 Place of Meetings
Section 4.09 Time of Regular Meetings
Section 4.10 Special Meetings
Section 4.11 Quorum
Section 4.12 Powers
Section 4.13 Duties
Section 4.14 Transactions of Board
Section 4.15 Conduct of Meetings: Chairman
Section 4.16 Adjournment
Section 4.17 Action Without Meeting
Section 4.18 Removal of Directors
Section 4.19 Removal Without Cause
Section 4.20 Resignation of Director
Section 4.21 Vacancies in the Board
Section 4.22 Filling Vacancies by Directors
ARTICLE V. OFFICERS
Section 5.01 Number and Titles
Section 5.02 Election
Section 5.03 Resignation of Officers
Section 5.04 Removal of Officers
ARTICLE VI. CORPORATE RECORDS, REPORTS AND SEAL
Section 5.05 Keeping Records
Section 5.06 Annual Report
Section 5.07 Corporate Seal
Section 5.08 Amendment of Bylaws
ARTICLE I. OFFICES
Section 1.01 Principal Office
The principal office of the Association for its transaction of business is located in the City of Sacramento, County of Sacramento, California.
ARTICLE II. MEMBERS
Section 2.01 Classification and Qualification of Members
The Association shall have one (1) class of members named "Regular Members." Regular members of the Association shall be persons who are employed by the State of California, Department of Justice, and whose job titles are either Criminalists, Latent Print Examiners, Photo Electronic Specialists, Polygraph Examiners or Questioned Document Examiners. Each such person shall be entitled to one regular membership.
Section 2.02 Admission to Membership
Any person qualified for membership under Section 2.01 of these Bylaws, shall be admitted to membership on the approval of the Board of Directors after notification to the Board of the person's employment by the California Department of Justice with one of the job titles set forth in Section 2.01.
Section 2.03 Application Fee
There shall be no fee for making application for membership in the Association.
Section 2.04. Dues
The annual dues payable to the Association by members shall be in such amounts as shall be determined by resolution of the Board of Directors. Dues shall be payable monthly or at such other time or times as may be fixed by the Board of Directors. A member, on learning of the amount of dues determined by the Board of Directors and the time or times of payment fixed by the Board of Directors, may avoid liability for the dues by promptly resigning from membership, except where the member is, by contract or otherwise, liable for the dues.
Section 2.05. Number of Members
There shall be no limit on the number of members the Association may admit.
Section 2.06 Termination of Membership
The membership and all rights of membership shall automatically terminate on the occurrence of any of the following causes:
(1) The voluntary resignation of a member with notice as prescribed by Section 2.07of these Bylaws:
(2) The death of a member;
(3) Termination of employment with California Department of Justice with a job title as set forth in Section 2.01 of these Bylaws;
(4) The nonpayment of dues subject to the limitations set forth in Section 2.08 of these Bylaws.
Section 2.07 Resignation by Giving Notice
The membership of any member of the Association shall automatically terminate on such member's written request for such termination delivered to the President or Secretary of the Association personally or deposited in United States first-class mail, postage prepaid. Said termination shall begin at midnight on the last day of the last month for which dues were collected.
Section 2.08 Nonpayment of Dues
The membership of any member who fails to pay his or her dues when due and within thirty (30) days thereafter shall automatically terminate at the end of such thirty (30) day period.
Section 2.09 Right of Appeal and Notice
Members have a right of appeal. Written notice of pending membership termination must be provided to members fifteen (15) days prior to date of termination. The termination notice must state the reasons for proposed termination and a timely opportunity to be heard on the matter of the termination must be given. The notice shall be given personally to such member or sent by first-class mail to the last address of such member as shown on the records of the Association. The opportunity to be heard may, at the election of such member, be oral or in writing and shall occur not less than five (5) days before the effective date of the termination. The hearing shall be conducted at a location specified by the President, by a committee composed of the President, Vice President, Secretary, and Treasurer of the Association. The hearing shall be presided over by the President of the Association.
The committee conducting the hearing shall conduct the hearing in good faith and in a fair and reasonable manner. The committee shall have the exclusive power and authority to decide that the proposed termination not take place.
Section 2.10 Suspension and Expulsion
The Board of Directors shall have power by vote of a majority of its members to suspend, or to expel and terminate the membership of a member. The Board may expel and terminate a member for conduct which in the Boards opinion disturbs the order, dignity, business or harmony, or impairs the good name, popularity or prosperity of the Association, or which is likely, in its opinion, to endanger the welfare, interests or character of the Association, or for any conduct in violation of these By-Laws, or of the rules and regulations of the Association, which may be made from time to time.
Section 2.11 How Taken
Such action may be taken by the Board of Directors at any meeting of the Board, upon the initiative of any member or members of such Board. Any member against whom such charges have been initiated shall be informed in writing of the nature of the charges against the member, and may request a hearing before the Board of Directors prior to the voting on the issue. Such hearing shall be granted, and notice shall be accomplished in the same manner notice is given in Section 2.09 of these By-Laws.
Section 2.12 Effect of Termination
All rights of a member in the Association and in its property shall cease on the termination of such member's membership. Termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered, dues or fees, arising from contract or otherwise. The Association shall retain the right to enforce any such obligation or obtain damages for its breach.
ARTICLE III. MEETINGS OF MEMBERS
Section 3.01 Place
Meetings of members shall be held at such location within the State of California as may be designated from time to time by resolution of the Board of Directors.
Section 3.02 Regular Meetings
The members shall meet annually on the day immediately preceding the CAUSE Statewide Law Enforcement Association annual Conference, or on any date designated by the Board of Directors within thirty days of the Conference for the purpose of transacting proper business as may come before the meeting, including the election of Directors for such terms as are fixed in Section 4.03 of these By-Laws. If the election of Directors shall not occur in any such meeting of the members, or without a meeting by written ballot pursuant to Sections 3.14 or 4.05 of these Bylaws, the Board shall, or five (5) percent of the members may, cause the election of Directors to be held at a special meeting of members called and held as soon as reasonably possible after the adjournment of the regular meeting of the members.
Section 3.03 Special Meetings
Special meeting of members shall be called by the Board of Directors and held at such times and places within the State of California as may be ordered by resolution of the Board of Directors or by five (5) percent of the members of the Association. Five (5) percent or more of the members of the Association may call special meetings for any lawful purpose.
Section 3.04. Notice of Meetings
Written notice or electronic notice of every meeting of members shall be either personally delivered, emailed and posted at each laboratory including CCI, QD, PES and Latent Prints or mailed by first-class United States mail, postage prepaid, fifteen (15) days before the date of the meeting to each member. Written notice of meetings may be included in the Associations newsletter, or in a special mailing. In the case of a specially called meeting of members, notice that a meeting will be held shall be sent to the members within twenty (20) days after receipt of the request. The meeting shall be scheduled for a day not less than thirty-five (35) days nor more than ninety (90) days after receipt of the written request. The President, Vice-President or Secretary of the Association shall set the time and date of the meeting.
Section 3.05 Contents of Notice
The notice shall state the place, date, and time of the meeting. In the case of regular meetings, the notice shall state those matters which the Board of Directors, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the members.
Section 3.06 Adjournment
No meeting of members may be adjourned more than forty-five (45) days. If a meeting is adjourned to another time or place, notice including the time and place of reconvention shall be given in the fashion, if practicable, as in Section 3.04, paragraph one of these By-Laws.
Section 3.07 Quorum
A quorum at any meeting of members shall consist of a majority of the Association membership.
Section 3.08 Loss of Quorum
The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if such action taken, other than adjournment or recall of a Director, is approved by at least a majority of members required to constitute a quorum.
Section 3.09 Adjournment for Lack of Quorum
In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted except as provided in Section 3.08 of these Bylaws.
Section 3.10 Voting of Membership
Each regular member is entitled to one vote on each matter submitted to a vote of the members.
Section 3.11 Entitlement
Each regular member is entitled to one vote on each matter submitted to a vote of the members.
Section 3.12 Cumulative Voting
Cumulative voting shall not be authorized for the election of directors or for any other purpose.
Section 3.13 Action Without Meeting by Written Ballot
Subject to the limitations specified in Section 3.15 of these Bylaws, any action which may be taken at any regular or special meeting of members may be taken without a meeting provided there is satisfaction of the following ballot requirements:
(1) The Association distributes a written ballot to every member entitled to vote on the matter.
(2) The ballot sets forth the proposed action, provides an opportunity for specific approval or disapproval of any proposal, and provides a reasonable time within which to return the ballot to the Association.
(3) The number of votes cast by ballot with the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action.
(4) The number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
Section 3.14 Voting by Written Ballot
In any election of Directors, the Association will provide ballots in which the Directors to be voted on are named therein as candidates. Any election with only a single candidate will not require written ballots, but the Director shall be considered elected by direct acclamation.
Section 3.15 Conduct of Meetings: Chairman
The President of the Association or, in his or her absence, the Vice President or any other person chosen by a majority of the voting members present in person or by proxy shall be Chairman of and shall preside over the meetings of the members.
Section 3.16 Secretary of Meetings
The Secretary of the Association shall act as the secretary of all meetings of members. In his or her absence, the Chairman of the meeting of members shall appoint another person to act as secretary of the meetings.
Section 3.17 Rules of Order
The Robert's Rules of Order, as may be amended from time to time, shall govern the meetings of members insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this Association or the law.
ARTICLE IV. DIRECTORS
Section 4.01 Number
The Association shall have seven (7) Directors collectively known as the Board of Directors. The Board shall consist of two (2) Directors elected at-large, one (1) Director elected from the DNA Laboratory, one (1) Director elected from each of the northern (Chico, Eureka, Redding and Santa Rosa), central (Fresno, Ripon, Sacramento) and southern (Freedom, Riverside, Santa Barbara) regions, and one (1) Director elected from special sections, which includes Latent Prints, Questioned Documents and Photo Electronics.
Section 4.02 Qualifications
The Directors of the Association shall be residents of the State of California. With the exception of the initial Directors, the Directors shall also be members in good standing of the Association and of CAUSE for at least a one-year period immediately prior to holding office.
Section 4.03 Terms of Office
Each Director shall hold office for a term of two (2) years, beginning January 1, or until such Director's successor is elected. In the event a Director is removed at a special meeting of the members called and held as prescribed in Sections 3.03 and 3.04 of these Bylaws, said removal shall be effective immediately.
Section 4.04 Nomination
Any person qualified to be a Director under Section 4.02 of these Bylaws may be nominated. Any member in good standing may nominate himself or herself to run for a Directors position. The nomination must declare which Directorship the candidate is running for. Nominations must be in writing, and sent to the Association Secretary and the Association President either by mail or by email no less than 45 days before the election. This time restriction may be waived by a vote of the Board.
Section 4.05 Election
The Directors shall be elected at the annual meeting as prescribed by Section 3.02 of these Bylaws or by written ballot prior to January 1, the commencement date of each Director's term. In even-number years, one (1) at-large Director (Seat 1) and the Directors from the DNA Laboratory, northern region and special sections shall be elected. In odd-numbered years, one (1) at-large Director (Seat 2) and the directors for the central and southern regions shall be elected. Three of the initial Directors may serve a term of one (1) additional year to achieve staggered terms. All members may vote in the At-Large elections, but only members of the respective specific region (Northern, Central, and Southern), section (Special Sections) or lab (DNA) may vote for representatives in their respective elections.
Section 4.06 Compensation
The Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending meetings of the Board or other legitimate business of the Association.
Section 4.07 Call of Meetings
Meetings of the Board may be called by the President, Vice President, Secretary or any two (2) Directors.
Section 4.08 Place of Meetings
All meetings of the Board shall be held at the principal office of the Association as specified in Section 1.01 of Bylaws, or any other place within the State of California as may be designated by the President or a vote of the Board of Directors.
Section 4.09 Time of Regular Meetings
Regular meetings of the Board shall be held, without call or notice, immediately following each annual meeting of the members of the Association as set forth in Section 3.02 of these Bylaws.
Section 4.10 Special Meetings
Special meetings of the Board may be called by the President or Vice-President or the Secretary or any two (2) Directors. Special meetings shall be held on four (4) days' notice delivered personally, by telephone or telegraph, or by electronic means. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to such Director. All such waivers, consents, and approval shall be made a part of the minutes of the meetings.
Section 4.11 Quorum
A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided.
Section 4.12 Powers
All powers and rights vested in the Association of Criminalists-Department of Justice shall be exercised by the Board of Directors, who shall be members in good standing, not delinquent in the payment of dues, which powers shall include the following expressed powers:
(1) To perform all the acts specified and required in these By-Laws.
(2) To prescribe and enforce rules not inconsistent with their By-Laws regulating Association affairs and the conduct of its members.
(3) To appoint and remove all employees or assistants, as in their judgment may be necessary for the proper conduct of the Association and its properties, to prescribe their duties and compensation, and whenever in their judgment it may be advisable, to require security for the faithful performance of such duties.
(4) To conduct, manage, and control the affairs and business of the Association.
(5) To authorize all expenditures.
Section 4.13 Duties
It shall be the duty of the Board of Directors:
(1) To keep a complete record of all its acts and proceedings and of the proceedings of its meetings and the meetings of the Association.
(2) To supervise and direct all officers, agents and employees of the Association and to see that their duties are properly performed.
(3) To continue to determine the construction of these By-Laws, which determination shall be final.
Section 4.14 Transactions of Board
Except as otherwise provided in these By-Laws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority of the required quorum for such meeting.
Section 4.15 Conduct of Meetings: Chairman
The President or, in his or her absence, any Director selected by the Directors present shall preside at meetings of the Board of Directors. The Secretary of the Association or, in the Secretary's absence, any person appointed by the presiding officer shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at the meeting.
Section 4.16 Adjournment
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given to the Directors who were not present at the time of adjournment prior to reconvention of the meeting.
Section 4.17 Action Without Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing or in email communication to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.
Section 4.18 Removal of Directors
The Board, by a two-thirds vote, may remove a Director on the occurrence of any of the following events:
(1) The Director the general meeting without good cause.
(2) The Director fails to attend 50% of the Board meetings in any calendar year without good cause.
What constitutes good cause shall be determined by a majority vote of the Board of Directors.
Section 4.19 Removal Without Cause
Any or all of the Directors may be removed without cause by a recall. A recall is accomplished by a two-thirds vote of a majority of the membership that the Director was elected to represent on the Board.
Section 4.20 Resignation of Director
Any Director may resign effective on giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. His or her successor shall serve the remainder of the departing Director's term.
Section 4.21 Vacancies in the Board
Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director; whenever the number of Directors authorized is increased; and on the failure of the members in any election to elect the full number of Directors authorized.
Section 4.22 Filling Vacancies by Directors
Vacancies on the Board of Directors may be filled by a majority vote of the Directors then in office, until such time as the appropriate election can be held. Appointments by the Board shall be in accordance with these Bylaws.
ARTICLE V. OFFICERS
Section 5.01 Number and Titles
The officers of the Association shall be a President, a Vice-President, a Secretary, and Treasurer, and such other officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments. The President is the general manager and chief executive officer of the Association. Any number of offices may be held by the same person, except neither the Secretary nor the Treasurer may serve concurrently as President.
Section 5.02 Election
The officers shall be chosen by a majority vote of and serve at the pleasure of the Board.
Section 5.02 Terms of Office
Each Officer shall hold office for a term of two (2) years, beginning January 1, or until such Officer's successor is elected.
Section 5.02 Resignation of Officers
Any officer may resign at any time on written notice to the Association. If an officer resigns his or her position prior to completion of his or her term, a replacement shall be elected at the next meeting of the Board of Directors to fill the remainder of the term.
Section 5.02 Removal of Officers
Officers may be removed by a two-thirds vote of the Board of Directors.
ARTICLE VI. RECORDS, REPORTS AND SEAL
Section 6.01 Keeping Records
The Association shall keep adequate and correct records of account and minutes of the proceedings of its members, Board, and committees of the Board. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.
Section 6.02 Annual Report
An annual report shall be prepared and provided to the membership not later than one hundred twenty (120) days after the close of the Associations fiscal year. The annual report shall contain a balance sheet as of the end of such fiscal year and an income statement and a statement of changes in financial position for such fiscal year.
Section 6.03 Corporate Seal
The Board of Directors shall adopt, use, and at will alter a corporate seal. The Secretary of the Association shall have the custody of the seal and affix it in all appropriate cases to all corporate documents. Failure to affix the seal shall not, however, affect the validity of any instrument.
Section 7.01 Amendment of Bylaws
These bylaws may be amended at any meeting of the Board of Directors by a two-thirds vote of the Board.
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