BYLAWS OF PALOMAR MOUNTAIN
PLANNING ORGANIZATION [1991]
A Membership Nonprofit Public Benefit Corporation
The name of this organization is the PALOMAR MOUNTAIN PLANNING
ORGANIZATION.
All activities of this organization shall be performed in the name of the PALOMAR
MOUNTAIN PLANNING ORGANIZATION.
The principal office for the transaction of the business of the corporation is fixed and
located at 35899 Canfield Road, Palomar Mountain, California 92060, County of San
Diego, State of California. The Board of Directors (hereinafter sometimes referred to as
"the Board") is hereby granted full power and authority to change the said principal office
from one location to another within the said county.
Branch or subordinate offices may at any time be established by the Board at any place
where the corporation is qualified to do business.
This corporation is a nonprofit public benefit corporation and is not organized for the
private gain of any person. It is organized under the Nonprofit Public Benefit Corporation
Law and for charitable purposes.
The objectives of this corporation are to investigate, specify, and implement planning
goals and proposals for the Palomar Mountain Community and the Cleveland National
Forest, in order to provide guidelines for future economic, social and physical
development, with emphasis on the enhancement, management and integration of
environmental and community resources, and to pursue any and all charitable activities
related to the foregoing specific purposes.
The corporation was initially formed to respond to various long range plans proposed for
the Cleveland National Forest. Subsequently, the organization bas been recognized by the
San Diego County Board of Supervisors as a "Sponsor Group" pursuant to its Policy I-1
entitled "Community and Sub-regional Planning Policies and Procedures. "
The purposes for which this corporation is organized are exclusively charitable within the
meaning of Section 501(c)(3) of the Internal Revenue Code of 1986. Notwithstanding
any other provisions of the Articles or these Bylaws, the corporation shall not carry on
any activities not permitted to be carried on (a) by a corporation exempt from federal
income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the
corresponding provision of any future United States Internal Revenue Law), or (b) by a
corporation, contributions to which are deductible under Section 170(c)(2) of the Internal
Revenue Code of 1986 (or the corresponding provision of any future United States
Internal Revenue Law). This corporation shall be non-partisan, non-sectarian, and shall
not discriminate against any person or persons on account of race, sex, creed or national
origin The corporation recognizes that its principal thrust is to assist and to advise; that it
has no regulatory function in the public or governmental sector, nor do its decisions have
a binding effect in the private sector.
The geographical boundaries for what is referred to as "Palomar Mountain" shall be as
determined from time to time by the corporation's Board and appended hereto as
Appendix "A".
This corporation is not established nor shall it be operated, for pecuniary gain or profit,
and it does not contemplate the distribution of gains, profits, or dividends to the members
thereof and is organized~solely for nonprofit purposes stated in Article III herein.
This corporation shall be dissolved and its affairs wound up when no general membership
or planning board meeting shall have been held in a 12-month period. On the dissolution
or winding up of this corporation, its assets remaining after payment of all debts and
liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or
corporation which is organized and operated exclusively for charitable purposes and
which has established its tax exempt status under Section 501(c) of the Internal Revenue
Code.
The voting members of this corporation shall be Property Owners, Residents, Business
Persons, and Users, who meet the eligibility requirements described in Section 5.2
hereinafter.
Each individual voting member must be a natural person of at least 18 years of age. There
shall be four (4) means of qualifying as a voting member of this corporation, as follows:
a. (a) Property Owner: Any person or corporation which pays taxes on any parcel of
real property on Palomar Mountain. Property Owners shall not include more than
three (3) persons or representatives from a corporation.
b. (b) Resident: Any person who has resided for six (6) months and still resides, at
the time of the election, on Palomar Mountain.
c. (c) Business Person: Any person or organization owning or managing a business
which serves people present on Palomar Mountain. Business Persons shall not
include more than three (3) persons or representatives from a business.
d. (d) User: Any person or group of persons who can demonstrate that he or she has
used or established campgrounds on Palomar Mountain at least five (5) overnight
times in the last three (3) months prior to voting. Users shall not include more
than three (3) persons from a group.
Any indecision concerning eligibility or voting at general or membership Board meetings
shall be resolved by the Board, or an appropriate sub-committee thereof. No voting
member may qualify for more than one (1) vote by virtue of fulfilling more than one of
the four (4) means of qualification defined at subparagraphs (a), (b), (c), and (d)
hereinbefore. Any petitions to the corporation executed by eligible voters shall be dated
by voter/signator and shall also include the voter's means of qualification defined at
subparagraphs (a), (b), (c), and (d) hereinbefore.
The Board may elect honorary members who shall have no voting privileges. The term
"member" as used hereinafter in these Bylaws shall refer only to the voting members and
not the honorary members.
All meetings of the members shall be held either at the principal office of the corporation
or at any other place within or without the State of California, which may be designated
by the Board pursuant to the authority hereinafter granted to the said Board, or by the
written consent of the members, given either before or after the meeting and filed with
the Secretary of the corporation.
The annual general meetings of the members of the corporation shall be held on
Memorial Day Weekend of each year at 2:00 p.m. Unless elected by written ballot
pursuant to Section 6.7, the annual general meeting shall have as the principal item on its
agenda the election of members to serve on the Board. The Board shall designate a slate
of candidates for election, and nominations shall also be taken from the floor at the
annual meeting. Nominations and election policies are set forth in Section 7.3 hereinafter.
Special public meetings of the members, for any lawful purpose, may be called at any
time by the Board or by written request of one hundred (100) eligible voting members.
Upon request in writing by eligible voting members entitled to call a special meeting of
the members, stating the business to be transacted at the special meeting, mailed to the
principal office of the corporation, or delivered to the Chairperson, Vice Chairperson or
Secretary, it shall be the duty of the Board to cause notice to be given, within twenty (20)
days from receipt of such a request, to the members of the meeting scheduled and to be
held not less than thirty-five (35) days nor more than ninety (90) days after the receipt of
such a request.
A notice of each annual meeting, written ballot for election of the Board or otherwise, if
any, and special meetings shall be given by the Chairperson, or, in case of his or her
failure or refusal, by any other officer or any Board member; shall specify the place, time,
day and hour of the meeting or the date on which the ballot shall be returned, if
applicable; in the case of an annual meeting at which the Board shall be elected, shall
specify the names of all those who are candidates or election of the Board at the time the
notice is given, and in the case of special meetings, the nature of the business to be
transacted thereat. Such notice shall be given in writing to the members of the
corporation. Such notice shall be given either personally or by sending a copy thereof by
first-class mail, postage prepaid, to each member's address appearing on the books of the
corporation, at least ten (10) days but no more than ninety (90) days prior to the date
fixed or such meeting. Further, or those members whose addresses are not on the books
of the corporation, such notice shall be given either personally or as follows:
a. (a) Property Owners: By sending a copy of such notice by first-class mail, postage
prepaid, to each person listed by the San Diego County Assessor as owning real
property on Palomar Mountain.
b. (b) Residents: Personally or by sending a copy of such notice by first-class mail,
postage prepaid, to each general delivery address on Palomar Mountain.
c. (c) Business Persons and Users: Personally or by posting a copy of such notice on
the Palomar Mountain Community Bulletin Board.
Any meeting of the members, either annual or special, may be adjourned from time to
time by the vote of the members present, but in the absence of a quorum no other
business may be transacted at any such meeting. No meeting may be adjourned for more
than forty-five (45) days. It shall not be necessary to give any such notice of the time and
place of the adjourned meeting or of the business to be transacted thereat, other than by
an announcement at the meeting at which such adjournment is taken. If after the
adjournment a new record date is fixed for notice or voting, a notice of the adjourned
meeting shall be given to the members.
The presence in person of thirty (30) members at any meeting shall constitute a quorum
for the transaction of business.
Any action which may be taken at any general or special meeting of members may be
taken without a meeting if the corporation distributes a written ballot to the members
entitled to vote on the matter. Such ballot shall set forth the proposed action, provide an
opportunity to specify approval or disapproval of any proposal, and provide a reasonable
time within which to return the ballot to the corporation. Approval by written ballot shall
be valid only when the number of votes cast by ballot within the time period specified
equals or exceeds a quorum of the members, and 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. Ballots
shall be distributed to members in accordance with Section 6.4 hereof, and, in any
election of the Board members by written ballot, the ballot shall name the candidates for
the Board, and shall provide a space entitled "withhold" in which the members may
indicate that the authority to vote for the election of the Board members is withheld. All
ballots distributed in accordance with the Section 6.7 shall indicate the number of
responses needed to meet the quorum requirement and, with respect to ballots other than
for the election of the Board members, shall state the percentage of approvals necessary
to pass the measure submitted. All written ballots distributed in accordance with this
Section 6.7 shall specify the time by which the ballot must be received in order to be
counted.
The Board may from time to time call for voluntary contributions at a public meeting, or
find other means for raising money for the purposes of this corporation. There shall be no
legal liability on the part of any person to pay such sums.
Any person may receive copies of the minutes of the Board and public meetings, and the
notice of public meetings, by paying such fees and following such procedures as may be
established by the Board from time to time. The year shall commence with the month
these Bylaws are adopted.
Subject to the limitations of the Articles of Incorporation, of the Bylaws, and of the
Nonprofit Public Benefit Corporation Law of the State of California as to action to be
authorized or approved by members, and subject to the duties of the Board as prescribed
by the Bylaws, all corporate powers shall be exercised by or under the authority of, and
the business and affairs of the corporation shall be controlled by the Board. Without
limiting the foregoing, the Board shall have the power to levy dues and assessments, to
select and remove all officers, agents, employees and contractors, and to fix reasonable
compensation therefor, to authorize and empower officers or agents to enter into
contracts and other commitments on behalf of the corporation, and to appoint and
delegate responsibilities and authority to committees, officers and agents. Without
relinquishing its ultimate authority to manage and conduct the affairs of the corporation,
the Board of Directors is hereby expressly authorized to enter into administrative and
management services agreements or the purpose of engaging any person or management
company to manage the affairs and activities of the corporation.
The authorized number of members on the Board shall consist of fifteen (15) members,
until changed by amendment of the Articles of Incorporation or by a bylaw amending this
section duly adopted by the affirmative vote of the members of the corporation at a duly
held meeting at which a quorum is present or by written ballot in accordance with Section
6.7. The exact number shall be fixed from time to time within the limits specified in this
Section, by a resolution of the Board. Subject to the foregoing provision for changing the
number of Board members, the exact number of Board members of the corporation is
hereby fixed at fifteen (15).
Membership on the Board shall be open to any individual Resident, Property Owner, or
Business Person, as hereinbefore described in Section 5.2, interested in contributing time
and effort to achieve the purposes of this organization. Nominations or Board
membership shall be taken from eligible voters present at the properly noticed general
meeting and may include one or more individuals who have in oral or written form
indicated a willingness to stand for election and serve to the Chairperson or one or more
Board members.
The Board shall be elected at each annual or special meeting of the members, or by
written ballot in accordance with Section 6.7. Eligible voters present shall vote in a secret
ballot for members of the Board, according to whatever methods are from time to time
established by the Board or a designated subcommittee thereof, with a simple majority
being required to pass measures or elect members unless otherwise required herein. The
members receiving the greatest number of votes shall serve as Board members.
Membership shall be staggered with five (5) members being elected annually, for three
(3) year terms. For the second and third years of the corporation's existence, the seats to
be vacated shall be chosen by the lot drawing method. The first drawing of lots and the
first election of the five (5) members shall be drawn one year after the adoption of these
Bylaws. Lots may be interchangeable among Board members prior to election. The
annual election of Board members shall simply elect members to fill the seats of those
Board members whose three (3) year terms have expired. All Board members shall hold
office until their respective successors are elected. There shall be no prohibition on reelection
of a Board member following the completion of that Board member's term of
office.
In instances where requested by a candidate for Board membership, one Alternate person
may run in conjunction with a candidate for the Board. When a Board member and an
Alternate are together elected at a general public meeting, the primary member shall be
responsible for informed participation on the Board, but may allow his or her Alternate to
attend and vote in his or her place. However, no Board member having an Alternate
elected by the general membership may be represented by his or her Alternate on more
than two consecutive meetings, regular or special. At the third meeting, regular or
special, if the Board member is not present, irrespective' of whether or not the Alternate
is present, the Alternate shall not be allowed either vote or attendance credit for such
meeting. Board members may not vote at Board meetings by proxy, nor shall there be
permitted telephonic voting. The Board shall have the discretion to determine whether an
absence shall be "excused".
Vacancies in the fifteen (15) member Board may be filled at the next general meeting,
and the vacancy to be filled must be a part of the agenda. Between annual general
meeting s or special public meeting s called for the election of members of the Board, any
vacancy in the Board, including vacancies resulting from an increase in the authorized
number of Board members which have not been filled by the public at a general assembly
meeting, and including vacancies resulting from the resignation, vacation or removal of
Board members which are not filled at the general or public meetings at which such
removal has been effected, such vacancies may be filled by the vote of the majority of the
Board members then in office, or by the sole remaining Board member, although less
than a quorum exists, or by written ballot in accordance with Section 6.7.
A vacancy or vacancies shall be deemed to exist in the case of the death, resignation or
removal of any Board member, or if the authorized number of Board members, as fixed
by the Board in accordance with Section 7.2, be increased without election of the
additional Board members so provided or, or in case the members fail at any time to elect
the full number of Board members, oe if any Board member fails to attend two (2)
consecutive regular or special meetings or four (4) meetings in any one fiscal year,
regular, public, or specially called; provided, that except upon notice to the Attorney
General, no Board member may resign where the corporation would be left without a
duly elected Board member in charge of its affairs. The members may at any time elect
Board members to fill any vacancy not filled by the Board. If any Board member tenders
his or her resignation to the Board, then the Board shall have the power to elect a
successor to take office at such time as the resignation shall become effective. No
reduction in the number of Board members shall have the effect of removing any Board
member prior to the expiration of his or her term of office.
Any member may be recalled by a majority vote at a special meeting called or that
purpose. Such meeting must be initiated by a petition signed by one hundred (100)
eligible voters. The petition must be completed in any thirty (30) day period with dated
signatures thereon. The special meeting must be called within thirty (30) days after the
petition is submitted to the Board. Recall shall be accomplished by a majority vote of
those eligible voters present at the special meeting. Any vacancies resulting from a recall
may be filled by an election held at the meeting. Only five (5) members, or one-third
(1/3) of the Board, whichever is lesser, may be recalled in any ninety (90) day period
All meetings of the Board may be held at any place within or without the state, which has
been designated from time to time by resolution of the Board or by the written consent of
all of the Board members. In the absence of such designation, meetings shall be held at
the principal office of the corporation.
Immediately following the annual meeting of the members, the count of written ballots
for the election of Board members or any special meeting of the members at which Board
members shall have been elected, if any, and not less than annually, the Board shall hold
a regular meeting for the purpose of organizing the Board, the election of officers and the
transaction of such business as may come before the meeting. Pending such organization
meeting, all officers of the corporation shall hold over, except any officer required by law
or these Bylaws to be a Board member and who does not qualify as a Board member. A
Board member elected at such meeting of the members, if any, shall forthwith become a
member of the Board for purposes of such organization. In the event such an organization
meeting shall not be held immediately following such meeting of the members, it shall
thereafter be held at the next regular meeting, or after a special meeting.
The Board shall hold regular public meetings quarterly at a time and place set by the
Board, annually. The Board shall conduct such business and take such action in open or
closed session as it may determine to be necessary to accomplish the purposes of this
corporation. Every act or decision taken by a majority of the Board present at a meeting
duly called and held shall be considered an act or decision of the Board. Any interested
person may attend any regular meeting of the Board, but will not be allowed the privilege
of making, seconding or voting on motions. Such persons may participate in discussions
at the discretion of the presiding Chairperson of the meeting.
Special meetings of the Board for any purpose or purposes may be called at any time by
the Chairperson, or if he or she is absent, by the Vice Chairperson or by the Secretary
upon the written request by four (4) or more Board members. Written notice of the time
and place of any special Board meeting shall be given to each Board member as
hereinafter set forth in Section 7.12. Additional agenda items and purposes for the
meeting may be added to the noticed purpose statement by a majority of the quorum of
Board members present
Notice of the time and place of each meeting of the Board not fixed by an express
provision of the Bylaws shall be given to each Board member not less than forty-eight
(48) hours before the date of the meeting if given personally or by telephone or telegraph
and not less than four (4) days before the date of the meeting if given by first-class mail.
The transactions of the Board at any meeting however called and noticed or wherever
held, shall be as valid as though done at a meeting duly held after call and notice if a
quorum be present and if either before or after the meeting each Board member not
present signs a written waiver of notice, or a consent to the holding of such meeting or
approval of the minutes thereof, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to such Board member. All such
waivers, consents or approvals shall be tiled with the corporate records and made a part
of the minutes of the meeting. ',
Any action required or permitted to be taken by the Board under any provision of the
Nonprofit Public Benefit Corporation Law of the State of California may be taken
without a meeting if all members of the Board shall individually or collectively consent
in writing to such action. Such written consent or consents shall be tiled with the minutes
of the proceedings of the Board. Such action by written consent shall have the same force
and effect as a unanimous vote of such Board members. Any certificate or other
document filed under any provision of the Nonprofit Public Benefit Corporation Law of
the State of California which relates to action so taken shall state that action was taken by
unanimous written consent of the Board without a meeting, and that the Articles of
Incorporation and Bylaws authorize the Board to so act. For the purpose of this section
only, "all members of the Board" shall not include any "Interested Board Member" as
defined in Section 7.21.
Members of the Board may participate in a meeting through the use of conference
telephone or similar communications equipment, so long as all members participating in
such meeting can hear one another. Participation in a meeting through the use of
telephone or similar communications equipment shall constitute presence in person at
such meeting.
Eight (8) members of the Board shall be necessary to constitute a quorum for the
transaction of business, except to adjourn as hereinafter provided. Every act or decision
done or made by a majority of the Board members present at a meeting duly held at
which a quorum is present shall be regarded as the act of the Board unless a greater
number be required by law or by the Articles of Incorporation.
A majority of the Board members present, whether or not a quorum is present, may
adjourn any Board meeting to meet again at another time or place. In the event a meeting
of the Board is adjourned for more than twenty-four (24) hours, notice of any
adjournment to another time or place shall be given prior to the time of the adjourned
meeting to the Board members who were not present at the time of the adjournment.
Board members shall not be compensated for serving on the Board. Board members and
members of committees may receive such reimbursement for expenses as may be fixed or
determined by prior resolution of the Board; provided, that such reimbursement shall be
reasonable and shall be comparable to reimbursement paid by unaffiliated entities for a
like position. Nothing herein shall be considered to preclude any Board member from
serving the corporation in any other capacity, including as an officer, agent, employee or
otherwise, and receiving compensation therefor.
(a) Volunteer Board Members. Pursuant to Section 5239 of the Nonprofit Public
Benefit Corporation Law of the State of California, there shall be no personal
liability to a third party on the part of a volunteer Board member or volunteer
Chairperson, Vice Chairperson, Secretary or Treasurer of this corporation caused
by the Board member's or officer' s negligent act or omission in the performance
of that person' s duties as a Board member or officer, if all the following
conditions are met:
(i) The act or omission was within the scope of the Board member's or
officer's duties;
(ii) The act or omission was performed in good faith;
(iii) The act or omission was not reckless, wanton, intentional, or grossly
negligent;
(iv) The corporation has complied with the requirements of subsection (b)
below.
This limitation on the personal Liability of a volunteer Board member or officer
does not limit the liability of the corporation for any damages caused by acts or
omissions of a volunteer Board member or volunteer officer, nor does it eliminate
the liability of a Board member or officer provided in Section 5233 or 5247 of the
Nonprofit Public Benefit Corporation Law of the State of California in any action
or proceeding brought by the Attorney General.
(b) Requirement to Obtain Liability Insurance. In order to obtain the full benefit
of the limitation of liability set forth in subsection (a) above, the corporation and
the Board members shall make all reasonable efforts in good faith to obtain
liability insurance in the form of a general liability policy for the corporation or a
Board member's and officer's liability policy.
The corporation shall have and hereby agrees to exercise the power to indemnify any
person who was or is a party or is threatened to be made a party to any proceeding by
reason of the fact that such person is or was a Board member, officer, employee or other
agent (as defined in Section 5238 of the Nonprofit Public Benefit Corporation Law of the
State of California) of the corporation, to the full extent allowed under the provisions of
said Section 5238 relating to the power of a corporation to indemnify any such person.
The amount of such indemnity shall be so much as the Board determines and finds to be
reasonable, or, if required by said Section 5238, the amount of such indemnity shall be so
much as the court determines and finds to be reasonable.
Pursuant to Section 5227 of the Nonprofit Public Benefit Corporation Law of the State of
California, no more than forty-nine percent (49%) of the Board members serving on the
Board may be "interested persons." For the purposes of this section, "interested persons"
means either: (i) any person currently being compensated by the corporation or services
rendered to it within the previous twelve (12) months whether as a full-time or part-time
employee, independent contractor, or otherwise, excluding any reasonable compensation
paid to a Board member as a member of the Board; or (ii) any brother, sister, ancestor,
descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-inlaw
or father-in-law of any such person The provisions of this Section 7.21 shall not
affect the validity or enforceability of any transaction entered into by the corporation.
Pursuant to Section 5231 of the Nonprofit Public Benefit Corporation Law of the State of
California, a Board member shall perform the duties of a member of the Board, including
duties as a member of any committee of the Board upon which the Board member may
serve, in good faith, in a manner such Board member believes to be in the best interests
of the corporation and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances. In performing
the duties of a member of the Board, a Board member shall be entitled to rely on
information, opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by:
(a) One or more officers or employees of the corporation whom the Board
member believes to be reliable and competent in the matters presented;
(b) Counsel, independent accountants or other persons as to matters which the
Board member believes to be within such person's professional or expert
competence; or
(c) A committee of the Board upon which the Board member does not serve, as to
matters within its designate authority, which committee the Board member
believes to merit confidence. Provided, that in any such case, the Board member
acts in good faith, after reasonable inquiry when the need therefor is indicated by
the circumstances and without knowledge that would cause such reliance to be
unwarranted.
Pursuant to Section 5233 and except as provided in Section 5233 of the Nonprofit Public
Benefits Corporation Law of the State of California, the corporation shall not be a party
to a transaction in which one or more of its Board members has a material financial
interest ("Interested Board Member") unless:
(a) Approval by Attorney General. The Attorney General, or the court in an action
which the Attorney General is an indispensable party, has approved the
transaction before or after it was consummated; or
(b) Approval by Board. Prior to entering into the transaction, after full disclosure
to the Board of all material facts as to the proposed transaction and the Interested
Board Member's interest and investigation and report to the Board as to
alternative arrangements for the proposed transaction, if any, the Board in good
faith and by a vote of a majority of the Board members then in office (without
including the vote of the Interested Board Member):
(i) Resolves and finds that (1) the transaction is in the corporation's best
interests and for the corporation's own benefit, (2) the transaction is fair
and reasonable as to the corporation, and (3) after reasonable investigation
under the circumstances as to alternatives, the corporation could not have
obtained a more advantageous arrangement with reasonable efforts under
the circumstances; and
(ii) Approves the entire transaction; or
(c) Interim Approval by Authorized Committee or Person. If it is not reasonably
practical to obtain approval of the Board prior to entering into such transaction,
and, prior to entering into said transaction, a committee or person authorized by
the Board approves the transaction in a manner consistent with the procedure set
forth in subsection (b) of this section, and the Board, after determining in good
faith that the corporation entered into the transaction for its own benefit and that
the transaction was fair and reasonable to the corporation at the time it was
entered into, ratifies the transaction at its next meeting by a vote of the majority of
the Board members then in office, without counting the vote of the Interested
Board Member. However, the Interested Board Member may be counted in
determining the presence of a quorum at a meeting of the Board which authorizes,
approves or ratifies a contract or transaction.
The officers of this corporation shall be a Chairperson, Vice Chairperson, Secretary,
Treasurer, and such other officers as the Board may appoint.
The officers of the corporation, except such officers as may be appointed in accordance
with the provisions of Section 8.3 or 8.6 hereinafter, shall be chosen annually by the
Board, and each shall bold his or her office until he or she shall resign or shall be
removed or otherwise disqualified to serve, or his or her successor shall be elected and
qualified.
The Board may appoint and may empower the Chairperson to appoint such other officers
as the business of the corporation may require, each of whom shall hold office or such
period, have such authority, and perform such duties as are provided in the Bylaws or as
the Board may from time to time determine.
Subject to the limitations set forth in this Section, any officer may be removed, either
with or without cause, by the Board at any regular or special meeting thereof, or, except
in the case of an officer chosen by the Board, by any officer upon whom such power of
removal may be conferred by the Board. Any officer may resign at any time by giving
written notice to the Board, or to the Chairperson, or to the Secretary of the corporation.
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.
A vacancy in any office, except for the Chairperson, because of death, resignation,
removal, disqualification, or any other cause, shall be filled by the Board.
The Chairperson shall be the principal officer of the Board and shall have general
supervision, direction and control of the business and affairs of the corporation. The
Chairperson shall preside at all meetings of the members and Board, shall serve as an ex
officio member of all committees, and shall have such other powers and duties as may be
prescribed from time to time by the Board.
The Vice Chairperson shall serve as the Chief Operating Officer of the corporation and
shall be responsible for running the day-to-day operations and activities of the
corporation. In the absence or disability of the Chairperson, the Vice Chairperson shall
perform all of the duties of the Chairperson and in so acting shall have all the powers of
the Chairperson. The Vice Chairperson shall have such other powers and duties as may
be prescribed from time to time by the Board.
[Not present in 1991 document]
The Secretary shall keep a full and complete record of the proceedings of the Board, shall
keep the seal of the corporation and affix it to such papers and instruments as may be
required in the regular course of business, shall make service of such notices as may be
necessary or proper, shall supervise the keeping of records of the corporation, shall
deliver the annual statement required by Section 10.6 to the members, and shall have
such other powers and duties as may be prescribed from time to time by the Board, shall
prepare the minutes of general and Board meetings and maintain attendance records,
which shall include the names of all Board members present at each meeting and a
current list of Board members which shall be made available upon request.
The Treasurer shall receive and safely keep all funds of the corporation and deposit them
with such depositories as may be designated by the Board. He or she shall disburse the
funds of the corporation as may be ordered by the Board, shall render to the Chairperson
and Board members, whenever they request it, an account of all his or her transactions as
Treasurer, and of the financial condition of the corporation, shall serve as chairman of a
committee identified in Section 9.1 as appointed by the Board, and shall have such other
powers and duties as may be prescribed from time to time by the Board. All checks or
orders for the payment of money issued in the name of the corporation shall be signed by
such officers and in such a manner as shall from time to time be determined by a
resolution of the Board. In the absence of such determinations by the Board, such
instruments shall be signed by the Treasurer and the Chairperson or Vice Chairperson.
The offices of the corporation and the duties specified thereunder in this Article VIII may
not be changed except by the amendment of these Bylaws in accordance with Article XI.
The PMPO Board may appoint an Executive Committee (herein referred to as PMPO Executive
Committee) or a sub-committee (herein referred to as PMPO Committee) as the PMPO Board
from time to time deems necessary or appropriate, to conduct business and further the objectives
of the Board.
The appointment of a PMPO Executive Committee shall be at the discretion of the PMPO
Chairperson. The PMPO Executive Committee may act as a proxy to the PMPO Board within the guidelines set forth in the PMPO Executive Committee Charter (Section 9.3)
Upon formation of a PMPO Executive Committee the PMPO Chairperson shall notify the PMPO
Board of the action including the following details:
A PMPO Executive Committee shall not have the power to levy dues and assessments, to select
and remove all officers, agents, employees and contractors, and to fix reasonable compensation
therefore, to authorize and empower officers or agents to enter into contracts and other
commitments on behalf of the Board, all of these actions shall be by PMPO Board resolution
The appointment by the PMPO Board of a PMPO Executive Committee or PMPO Committee
shall be by resolution adopted by a majority of PMPO Board members.
The PMPO Chairperson shall have the authority to form a PMPO Executive Committee or PMPO Committee between regularly scheduled PMPO Board meetings, without a majority vote of the PMPO Board, if there are time-sensitive issues (requiring action prior to the next scheduled PMPO Board meeting) that require immediate attention. In this instance, all members of the board shall be notified, in accordance with the PMPO Communications policies, of the proposed PMPO Committee and will be given 3 days to respond. In such instances where a majority of the responding PMPO Board members disagree with the proposed PMPO Committee, a special meeting will be called prior to the formation of the committee.
Upon commissioning of a PMPO Executive Committee or PMPO Committee, the PMPO Board
will designate that committee as either "Internal" or "External"; Internal being chartered to address Administrative, Organizational and Secretarial items for the PMPO Board
External being chartered to address items which have a "direct impact" to the Palomar Mountain
Community at large.
The PMPO Executive Committee or PMPO Committee shall consist of two (2) or more members
of the PMPO Board plus other eligible voters as defined in section 5.2 of the PMPO By Laws.
The Chairperson of the PMPO shall appoint a Chairperson for the PMPO Executive Committee or PMPO Committee, from one of the members of the PMPO Board.
The membership of the PMPO Executive Committee or PMPO committee shall be named by the
PMPO Board and by resolution adopted by a majority of PMPO Board members
All members of the PMPO Executive Committee or PMPO Committee have equal voting rights on the committee.
The PMPO Executive Committee or PMPO Committee, by majority vote, may include noncommittee members in committee activities for specific tasks, information gathering or specialist knowledge; these individuals do not have voting rights on the committee.
The PMPO Board, via the PMPO chairperson, shall provide the Chairperson of the PMPO
Executive Committee or PMPO Committee with a clear and measurable charter.
The PMPO Committee Chairperson shall be responsible for developing and executing action
plans and timelines to deliver on this charter.
The PMPO Executive Committee or PMPO Committee shall operate under the charter provided
by the PMPO Board.
All communications from the PMPO Committee shall be directed to the PMPO Board members
and chairperson. All communications representing the PMPO and/or the PMPO Committee shall
be directed to the PMPO Board for approval and dissemination at the PMPO Board’s direction.
Communications from the PMPO Executive Committee may be directed to External Parties at the discretion of the PMPO Executive Committee Chairperson. All PMPO Board Members shall be copied on such correspondence.
Issues voted on by the PMPO Committee will be passed or not passed based on a majority vote
by a quorum of eligible voters. A Quorum shall be defined as a minimum of 50% of that PMPO
Committees member.
In the event of a PMPO Executive Committee Member or PMPO Committee Member having a
dissenting view point from the majority decision of the committee that Board Member may
prepare and present a written point of view to the Board at the next Board Meeting. This
presentation shall be an agenda item on the PMPO Board Meeting Agenda
All PMPO Executive Committee or PMPO Committee meetings shall be documented and the
minutes distributed to the committee members and the Chairperson of the PMPO in a timely
manner (within 14 days of the meeting). All committee documents and artifacts shall be posted to the PMPO archives.
Committees designated as "External" shall communicate meeting date, time and place to the
PMPO Board and eligible voters, in accordance with the PMPO Meeting Communication
guidelines.
The PMPO Executive Committee or PMPO Board may dissolve any PMPO Committee as the
Board deems appropriate, by resolution adopted by a majority of PMPO Board members.
The fiscal year of the corporation shall end on the last day of December of each year.
The books of account and minutes of the proceedings of members and Board, and of any
Executive Committee or other committees of the Board, shall be open to inspection at
any reasonable time upon the written demand of the members. Such inspection may be
made in person or by an agent or attorney, and shall include the right to make
photocopies and extracts.
The Chairperson or any Vice Chairperson and the Secretary or any Assistant Secretary of
the corporation are authorized to vote, represent and exercise on behalf of the corporation
all rights incident to any and all shares of any other corporation or corporations standing
in the name of the corporation. The authority herein granted to said officers may be
exercised by such officers in person or by other persons authorized to do so by proxy
duly executed by such officers.
All checks, drafts or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the corporation and any and all
securities owned by or held by the corporation requiring signature for transfer shall be
signed or endorsed by such person or persons and in such manner as from time to time
shall be determined by the Board.
The Board, except as in the Bylaws otherwise provided, may authorize any officer, or
officers, agent, or agents, to enter into any contract or execute any contract (including the
administrative and management services agreement referenced in Section 7.1) or execute
any instrument in the name of and on behalf of the corporation and such authority may be
general or confirmed to specific instances and unless so authorized by the Board, no
officer, agent, or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for any purpose or
in any amount. Provided, that pursuant to Section 5214 of the Nonprofit Public Benefit
Corporation Law of the State of California, any such contract or instrument between the
corporation and any third person, when signed by the Chairperson or any Vice
Chairperson and the Secretary- Treasurer or any Assistant Secretary- Treasurer of the
corporation, shall be valid and binding upon the corporation in the absence of actual
knowledge on the part of said third person that the signing officers had no authority to
execute the same.
As long as the corporation has more than 100 members or $10,000 in assets at any time
during the year, the Board shall cause an annual report to be sent to the members not later
than one hundred twenty (120) days after the close of the corporation' s fiscal year. Such
reports shall contain in appropriate detail the following:
(a) The assets and liabilities, including trust funds, of the corporation as of the end
of the fiscal year.
(b) The principal changes in assets and liabilities, including trust funds, during the
fiscal year.
(c) The revenues or receipts of the corporation, both unrestricted and restricted to
particular purposes, for the fiscal year.
(d) The expenses or disbursements of the corporation, for both general and
restricted purposes, during the fiscal year.
(e) Any information required by Section 10.7 of these Bylaws.
Pursuant to Section 6322 of the Nonprofit Public Benefit Corporation Law of the State of
California, the Board shall cause an annual statement of certain transactions and
indemnifications to be sent to its members and to the Board members not later than one
hundred twenty (120) days after the close of the fiscal year. If the corporation issues an
annual report to the members, this requirement shall be satisfied by including the required
information, as set forth below, in said annual report, Such annual statement shall
describe:
(a) The amount and circumstances of any indemnifications or advances
aggregating more than Ten Thousand Dollars ($10,000) paid during the fiscal
year of the corporation to any officer or Board member of the corporation;
provided, that no such report need be made in the case of indemnification
approved by the members; and
(b) Any "covered transaction" (defined below) during the previous fiscal year of
the corporation involving (1) more than Fifty Thousand Dollars ($50,000) or, (2)
which was one of a number of "covered transactions" in which the same
"interested person" (defined below) had a direct or indirect material financial
interest, and which transactions in the aggregate involved more than Fifty
Thousand Dollars ($50,000). The statement shall describe the names of any
"interested persons" involved in such covered transactions, including such
"interested persons'" relationship to the transaction, and, where practicable, the
amount of such interest; provided, that in the case of a transaction with a
partnership of which the "interested person" is only a partner, only the interest of
the partnership need be stated. For the purposes of this section, a "covered
transaction" is a transaction in which the corporation, or its parent or subsidiary,
was a party, and in which either of the following bad a direct or indirect material
financial interest:
(i) Any Board member or officer of the corporation, or its parent or
subsidiary; or
(ii) Any holder of more than ten percent (10%) of the voting power of the
corporation, or of its parent or subsidiary.
For purposes of this section, any person described in either subparagraph (i) or (ii) above
is an "interested person."
The corporation shall not make any loan of money or property to or guarantee the
obligation of any Board member or officer, or member upon the security of its
membership in the corporation, except as is expressly allowed under the Nonprofit Public
Benefit Corporation Law of the State of California Section 5236.
The corporation shall have available for public inspection at its principal office a copy of
its three most recent annual exempt organization information returns and a copy of its
application for recognition of exemption. In addition, in the event that the corporation
provides services or information to the public for a fee, and such services or information
are available from the federal government free of charge or for a nominal cost, such
availability shall be conspicuously disclosed in an easily recognizable format in any
solicitation or offer by the corporation.
The corporation shall refrain from any intervention in any political campaign on behalf
of, or in opposition to, a candidate. The corporation shall not make any political
expenditure or lobbying expenditure which will result in the loss of, or otherwise
adversely affect, its status as a tax-exempt organization under the Internal Revenue Code
of 1986, as amended.
These Bylaws shall become effective immediately upon their adoption. Amendments to
these Bylaws shall become effective immediately upon their adoption unless the Board or
members of the corporation in adopting them provide that they are to become effective at
a later date.
These Bylaws may be amended or repealed and new Bylaws adopted by the vote of the
majority of the members of the Board then in office upon proper notice, unless the action
would materially and adversely affect the rights of the members of the corporation as to
voting; except that Bylaws affecting the following may be adopted, amended or repealed
only by the members of the corporation by an affirmative vote, or by written ballot
pursuant to Section 6.7:
(a) A Bylaw specifying or changing a fixed number of Board members;
(b) A Bylaw changing from a fixed to a variable Board or vice versa;
(c) A Bylaw increasing the term of office of Board members;
(d) A Bylaw increasing the quorum of members;
(e) A Bylaw repealing, restricting, creating or expanding proxy rights; and
(f) A Bylaw repealing or amending Section 8.11.
Robert's Rules of Order (revised) shall govern this corporation in all cases in which they
are applicable and not inconsistent with these Bylaws.
I certify that:
1. I am the Secretary of PALOMAR MOUNTAIN PLANNING ORGANIZATION.
2. The attached Bylaws are the Bylaws of the corporation approved by the Board of
Directors at a meeting held on February 16, 1991.
Executed effective April 5, 1991.
(signed) CINDY M. LYTHGOE, Secretary
This HTML version of the PMPO by-laws was prepared by Michael Pique, 11 September
2009
Change Log
|
File |
Description |
Owner |
Role |
Date |
|
PMPO_Bylaws_1991_v20090911.pdf |
Original Document |
Cindy M Lythgoe |
Secretary |
April 5th, 1991 |
|
PMPO_Bylaws_2010_v20100529.pdf |
Change to Article 9, approved at 5/29/10 Annual Meeting |
Mike Chesney |
PMPO Information Officer |
May 29th, 2010 |