BYLAWS OF THE

PINE RIDGE ASSOCIATION

A CALIFORNIA PUBLIC BENEFIT CORPORATION


February 7, 2015

ARTICLE V.  OFFICERS

Section 1.  Officers.  The officers of the corporation shall be a Board President, Vice President, Treasurer, and Secretary.  The corporation may also have, at the discretion of the Board, such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this article.  Any number of offices may be held by the same person except that neither the Vice President, the Secretary, the Treasurer, nor the Chair of the Volunteer Committee may serve concurrently as the President of the Board.

Section 2.  Selection.  The President and Vice President shall be elected annually from among the directors no later than the first meeting after the annual election.  The Treasurer and the Secretary shall be appointed for one year terms by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors are appointed.

Section 3.  Subordinate Officers.  The Board may elect, or may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are pro¬vided in these bylaws or as the Board may from time to time determine.

Section 4.  Removal.  Any officer may be removed, either with or without cause, by a majority vote of the Board at any time.  Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment.

Section 5.  Resignation.  Any officer may resign at any time by giving written notice to the corporation but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.  Any such resignation shall take effect at the date of the receipt of such notice, or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.  Vacancies.  A vacancy in any office because of death, resignation, re¬moval, disqualification, or any other cause shall be filled in the manner prescribed in this article for regular election or appointment to such office, provided that such vacancies shall be filled as they occur, and not on an annual basis.


Section 7.  President.  The President is the general manager and chief executive officer of the corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and officers of the corporation.  The President shall preside at meetings of the Board.  The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other pow¬ers and duties as may be prescribed by the Board.

Section 8.  Vice President.  In the absence or disability of the President, the Vice President shall perform all the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions on, the President.  The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board.

Section 9.  Secretary.  The Secretary shall keep, or cause to be kept, at the princi¬pal office or such other place as the Board may order, a book of Board approved minutes of all meetings of the Board with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the proceedings thereof.  The Secretary shall keep, or cause to be kept, at the principal office the original or a copy of the corporation=s articles and bylaws, as amended to date.  The Secretary shall also keep with the Board minutes copies of all committee meeting minutes required by the Board.

The Secretary shall give, or cause to be given, notice of all meetings of the Board as required by these bylaws or by law, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 10.  Treasurer.  The Treasurer is the chief financial officer of the corpora¬tion and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation.  The books of ac¬count shall at all times be open to inspection by any director pursuant to Article IV Sec¬tion 13 of these bylaws.

The Treasurer shall deposit, in a timely manner, all funds and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board.  The Treasurer shall disburse the funds of the corporation not to exceed the maximum amounts established by the Board in the annual budget unless so authorized by the Board; shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation; shall prepare and submit an annual financial report at the end of the business year along with a budget for the coming year; and shall have such other powers and perform such other duties as may be prescribed by the Board.  The annual financial statement shall be checked for accuracy by an external source approved by the Board.  The Association members shall have access to all financial records within a reasonable time.

 

 

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