BYLAWS OF HERITAGE VALLEY TOURISM BUREAU, INC. (Original Approved Jan. 21, 2003) (Revised, Approved and Adopted, July 17, 2009) (Second Revision Approved and Adopted September 7, 2011) (Third Revision Approved and Adopted January 28, 2015)
ARTICLE I. NAME
The business name of this organization shall be the Heritage Valley Tourism Bureau, Inc. (Hereafter referred to as HVTB). It was initiated by the County of Ventura and the incorporated cities of Fillmore and Santa Paula and formed in collaboration with business industry representatives.
ARTICLE II. PURPOSE
Section 1. Purpose: The HVTB is organized for the purpose of marketing the communities of Fillmore, Piru and Santa Paula as a viable cultural tourist destination for the benefit of its members and communities.
Section 2. Limitation: The HVTB shall be nonpartisan, non-profit, nonsectarian and shall take no part in, or lend its support to the election of any candidate for public office or ballot measure.
ARTICLE III. BOARD OF DIRECTORS
Section 1. Management: The powers of the HVTB shall be exercised, its business and affairs directed, and its property controlled by a Board of Directors composed of no less than five (5) persons. Board membership will include: A. Public (government) agencies who are members will each have one board seat available to them if they choose to send a representative; B. Quasi-Public Entities (such as Chambers of Commerce or the Piru Neighborhood Councils) within the Heritage Valley who are members will each have one seat on the board available to them if they choose to send a representative; C. Up to 5 board seats open to business members of the HVTB. (Must represent a tourism-related business within the Heritage Valley that has been a member of the HVTB for no less than one year);
D. Up to 5 board seats open to non-profit members of the HVTB. (Must represent a tourism-related non-profit within the Heritage Valley that has been a member of the HVTB for no less than one year); E. And up to 2 board seats open to Members at Large (must be a member of the HVTB for no less than one year).
Section 2. Term of Office: The term of office for all directors will be three years. All directors may serve an unlimited number of consecutive or nonconsecutive terms.
Section 3. Vacancies: A. The Board of Directors shall appoint a member to fill a vacancy caused by the resignation or loss for any other cause of a regularly elected member on the Board. The appointees shall, to the greatest extent possible, represent the geographical area as the member being replaced. Appointments for the replacements of elected officials shall be made in a prompt manner by the remainder of the unexpired term. Any at-large Board member who has three unexcused absences from a board meeting in a 12-month period shall be removed from the Board and replaced as provided for in this section.
B. The HVTB members will elect new board members due to Board expansion at the annual meeting.
Section 4. Non-Liability of Directors: The directors shall not be personally liable for the debts, liabilities, or other obligations of the association.
Section 5. Special Board Duties: In addition to the duties imposed by law and otherwise provided by these bylaws, it shall be the duty of the Board of Directors:
A. To approve the annual budget of the organization thereby authorizing expenditures up to the approved budget limits.
B. To issue such publications and printed materials as it may be useful, and generally advance the objectives of the HVTB.
C. To approve all contracts in the name of the organization, except for those contracts necessary for the day-to-day operation of the HVTB whose authorization and payment may be delegated by the Board to the Executive Director under guidelines established by the Board of Directors.
D. To make such rules for guidance of the Board, the HVTB and the organization generally. These rules and policies must not be in conflict with any provisions of these by-laws.
E. To take an active role on at least one HVTB committee.
Section 6. Removal from Board: Any Director may be removed for sufficient cause of reason from the Board of Directors by a majority vote of the Directors. Any Director automatically removes him/herself from the Board upon not rejoining as a HVTB member within his/her directorship period. Any director automatically removes him/herself from the Board upon three unexcused absences from regular Board meetings in any calendar year.
Section 7. Compensation: Directors shall serve without compensation except that they may be allowed and paid their actual and necessary expenses incurred in attending any out of area meeting authorized by the Board.
Section 8. Rights of Inspection: Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.
ARTICLE IV. OFFICERS
Section 1. Nomination: The President shall appoint a committee not to exceed four Board members to nominate officers of the Board for the next calendar year. The Nominating Committee shall meet no later than 30 days prior to the regularly scheduled January Board meeting. The president shall appoint any Board member to fill a vacancy on the nominating committee should any of the above named directors in any category be unavailable to serve.
Section 2. Election: In January, Directors will meet and elect the following officers from among the Board of Directors: President, Vice President, Secretary and Treasurer. Each officer shall be elected to a one-year term with the opportunity for subsequent terms in that position. In the event the incumbent President does not seek nor is elected to a subsequent term, the Vice President shall succeed the outgoing President without vote unless that person declines the privilege of succession. In such case, the Board shall elect a President and Vice President from eligible candidates from the Board.
Section 3. Duties: The duties of the officers shall be such as their titles by general usage would indicate, and such as required by these bylaws and by law, together with such future duties as may be assigned to them by the Board of Directors.
Section 4. Executive Committee: The Officers shall constitute the Executive Committee. The Immediate Past President shall serve on the Executive Committee for a one-year term.
The Executive committee shall meet as deemed necessary by the President as called on 72-hour notice for emergency issues requiring immediate attention. The Executive committee may vote to cancel any regularly scheduled Board meeting if no policy matters are on the agenda. However, any Board member has the right to request a full Board meeting per Article V, Section 3.
The Executive committee shall not have sole authority to do any of the following:
A. Amend or repeal Bylaws or adopt new Bylaws.
B. Adopt or amend the HVTB’s budget.
C. Authorize non-budgeted expenditures or contract in excess of $300.00 value, unless an emergency exists and is successfully documented at the next Board of Directors meeting.
D. Adopt or amend policies.
E. Change financial institution where funds are on deposit.
F. Approve any action for which the California Nonprofit Mutual Benefit Corporation Law also requires approval of the members or approval of a majority of all members.
ARTICLE V. MEETINGS
Section 1. Annual Meeting: Each fiscal year, the Board of directors shall call a meeting termed the “Annual Meeting”, which shall be open to the public and in which any business of the Bureau may be transacted. The agenda, time, date and place of each Annual Meeting shall be determined by the Board of Directors.
Section 2. Regular Meetings: A special meeting of the Board may be called at any time by the President or by a majority of Directors. Each director shall receive 72 hours prior notice of all special meetings indicating the reason(s) for which the meeting is called. When a quorum of the Board of Directors cannot be convened at an emergency meeting within 72 hours and a decision must be made on a matter of urgency, the elected officers shall have the authority to act in the stead of the entire Board. Any Board member who is available to attend such an emergency meeting of the elected officers may do so and may vote on any matter coming before the elected officers.
Section 3. Quorum at Board Meetings: At all regular meetings of the Board of Directors, a simple majority of the members of the Board of Directors constitute a quorum for the transaction of Bureau business.
Section 4. Rules of Order: All meetings of the Board of Directors shall be conducted using Robert’s rules of Order (revised), as a guideline.
ARTICLE VI. MEMBERSHIP
Section 1. General membership: Members of the corporation shall be those individuals, businesses, industries, firms, corporation, associations or organizations interested in the economic viability and development of the cultural tourism in the Heritage Valley. The Heritage Valley is generally described as the Santa Clara Valley along the Highway 126 corridor east of Wells Road and to the Los Angeles County line. Nonpublic entity members who join within one year of the HVTB’s founding shall be deemed “Charter Members” with rights of membership as such established by the Board.
Section 2. Membership Participation: General members of the HVTB, i.e., those not members of the Board may serve on and chair committees established by the Board.
Section 3. Dues: The Board shall establish a schedule of fees and/or dues as required for the effective operation of the organization. This will be a multitiered schedule program related to the perceived benefit of the member’s business category and business size.
Section 4. Voting Rights: Each member shall have the right to vote for the election of directors, on a disposition of all or substantially all of the assets of the corporation, on a merger and on dissolution. Members shall also have all rights afforded members under the California Nonprofit Mutual Benefit Corporation Law. If the corporation is wound up and dissolved, the members of record at the time a certificate evidencing the corporation’s election to wind up and dissolve is filed with the Secretary of State or, if no election to wind up and dissolve is made, at the time an order for winding up and dissolution of the corporation is entered, shall receive the assets of the corporation remaining after (a) return of any assets held upon a valid condition requiring return, transfer, or conveyance, which condition has occurred or will occur; (b) disposition of any assets held in a charitable trust in compliance with the provisions of any trust under which those assets are held; (c) payment, or adequate provision for payment, of all taxes, penalties, debts, and liabilities; and (d) compliance with other provisions of applicable law. Such remaining assets shall be distributed pro rata per membership.
Nothing in this Article VI shall limit the right of the corporation to refer to persons or entities associated with it as “members”, even though those persons or entities are not members as defined above, and no such reference shall constitute anyone a member within the meaning of Section 5056 of the California Nonprofit Corporation Law or the foregoing provisions of this Article VI, unless that person or entity who does not have the right to vote on any of the matters set forth in this Article VI but no such person or entity shall be a member within the meaning of Section 5056 or this Article VI.
Section 5. Voting: The only members entitled to notice of any meeting or to vote at any meeting shall be persons in whose name memberships stand on the records of the corporation on the record date for notice determined in accordance with Section V of this Article VI.
Elections need not be by ballot; provided, however that an election of directors must be by ballot upon demand made by a member at the meeting and before the voting begins.
In any election of directors, the candidates receiving the highest number of votes are elected, up to the numbers of directors to be elected.
If a membership stands of records in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a voting agreement or otherwise, or if two or more persons (including proxy holders) have the same fiduciary relationship respecting the same membership, unless the Secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:
A. If only one vote, such act binds all; or
B. If more than one vote the act of the majority so voting binds all.
Voting shall in all cases be subject to the provisions of Chapter 6 of the California nonprofit Mutual Benefit Corporation Law.
Section 6. Record Date: The board may fix, in advance, a record date for the determination of the members entitled to notice of any meeting of members or entitled to exercise any rights in respect of any lawful action. The record date so fixed shall be not more than 60 days prior to any other action. When a record date is so fixed, a determination of members of record entitled to notice of a meeting of members shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. The Board shall fix a new record date if the meeting is adjourned for more than 45 days.
If no record date is fixed by the Board, the record date for determining members entitled to notice of a meeting of members shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived at the close of business on the business day next preceding the day on which the meeting is held. If no record date is fixed by the Board, members on the day of the meeting who are otherwise eligible to
vote are entitled to vote at the meeting of members or, in case of an adjourned meeting who are otherwise eligible to vote are entitled to vote at the adjourned meeting of members. The record date for determining members for any purpose other than set forth in this Section 6 shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth day prior or the date of such other action, whichever is later.
ARTICLE VII. FINANCE
Section 1. Fiscal Year: The fiscal year is the calendar year commencing on January 1 and ending on December 31.
Section 2. General Fund : All monies shall be deposited in the Bureau’s General fund. Those received for a special or limited purpose shall be clearly identified in a special designated asset account to be used only for the purpose collected.
Section 3. Budget: The President, Vice President and Treasurer shall prepare a proposed annual budget and submit it to the Board for the Board’s review and consideration no later than thirty (30) days prior to the beginning of each fiscal year.
Section 4. Disbursements: The Board shall cause to be established a system regarding the manner in which financial reports and disbursements for expenses are reviewed and authorized. All disbursements shall be made by check signed by one (1) of the following: The President, the Treasurer or the Vice President.
Section 5. Independent Audit: An independent audit may be made of all HVTB accounts every five 5 years or more frequently, if deemed necessary by the Board. The President may appoint a committee from the members of the Board to conduct an informal review of the accounts on an annual basis following the close of the fiscal year or as deemed necessary.
ARTICLE VIII. POLICIES
Section 1. Policies: The Executive Committee may adopt policies for the Bureau. A policy committee, consisting of the chairs of each committee, shall meet as needed to review proposals and make recommendations to the Board. Official policies shall be adopted by a majority vote of the Board of Directors. Policy amendments shall be adopted in the same manner.
ARTICLE IX. AMENDMENTS
Section 1. Method: The bylaws of the HVTB may be amended by a majority vote of the Board of Directors at any meeting with two (2) weeks notice stating that the amendment of the bylaws will be considered.
ARTICLE X. INDEMNIFICATION
Section 1. Definitions: For the purpose of this Article X, “agent”, means any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, join venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation of the corporation or of another enterprise at the request of that predecessor corporation; “proceeding” means any threatened, pending, or completed action of proceeding, whether civil, criminal, administrative, or investigative; and “expense” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under Section 4 or 5 of this Article X.
Section 2. Indemnification in Actions by Third Parties: The corporation shall have power to indemnify any person who was or is a party or is threatened to be a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under section 5233 of the California Nonprofit Benefit Corporation Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that that person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection in connection with such proceeding if the person acted in good faith and in a manner the person reasonably believed to in the best interest of the corporation and, in the case of
a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interest of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.
Section 3. Indemnification in Actions by or in the Right of the Corporation: The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation, or brought under Section 5233 of the California Nonprofit Public Benefit corporation Law or brought by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that that person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if the person acted in good faith, in a manner person believed 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. No indemnification shall be made under this Section 3:
A. In respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of the person’s duty to the corporation, unless and only to the extent that the court in which such preceding is or was pending shall determine upon application that, in view of all the circumstances if the case, the person is fairly and reasonably entitled to indemnify for the expenses which the court shall determine;
B. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
C. Of expenses incurred in defending a threatened or pending action that is settled or otherwise disposed of without court approval, unless the action concerns assets held in charitable trust and is settled with that approval of the Attorney General.
Section 4. Indemnification Against Expenses: To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of this Article X of in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
Section 5. Required Determinations: Except as provided in section 4 of this Article X, any indemnification under this Article X shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 of this Article X, by:
A. A majority vote of a quorum consisting of directors who are not parties to the proceeding;
B. Approval of the members, with the persons to be indemnified not being entitled to vote thereon; or
C. the court in which the proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney, or other person is opposed by the corporation.
Section 6. Advance of Expenses: Expenses incurred in defending any proceeding may be advanced by the corporation before the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay the amount advanced unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article X.
Section 7. Other Indemnification: No provision made by the corporation to indemnify its or its subsidiary’s directors or officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of members or directors, an agreement, or otherwise, shall be valid unless consistent with this Article x. Nothing contained in this Article X shall affect any right to indemnification to which persons other than those directors and officers may be entitled by contract or otherwise.
Section 8. Forms of Indemnification Not Permitted: No indemnification or advance shall be made under this Article X, except as provided in Section 4 or 5(c), in any circumstances in which it appears:
A. That would be inconsistent with a provision of the Articles, these Bylaws, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
B. That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Section 9. Insurance: The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of other agent’s status as such whether or not the corporation would have power to indemnify the agent against that liability under the provisions of this Article X.
ARTICLE XI. MISCELLANEOUS
Section 1. Inspection of Corporate Records: Subject to Sections 8330, 8331 and 8332 of the California Nonprofit Mutual Benefit Corporation Law, a member may do either of both of the following for a purpose reasonably related to the member’s interest as a member:
A. Inspect and copy the record of all the member’s names, addresses, and voting rights, at reasonable times, upon five business days prior written demand upon the corporation, which demand shall state the purpose for which the inspection rights are requested; or
B. Obtain from the Secretary of the corporation, upon written demand and tender of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors, as of the most recent record date for which it has been compiled or as of a date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The Secretary shall make the membership list available on or before the later
of 10 business days after the demand is received or after the date specified therein as the date as of which the list is to be complied.
The Corporation may, within 10 business days after receiving a demand, as set forth above in paragraph (A) or (B) of Section 1 of this Article, deliver to the person(s) making the demand a written offer of an alternative method of achieving the purpose identified in the demand without providing access to or a copy of the membership list. Any rejection of the corporation’s offer shall be in writing and shall indicate the reasons the alternative proposed by the corporation does not meet the proper purpose of the demand made pursuant to paragraph A or B of this Section1.
The accounting books and records and minutes of proceedings of the members and the Board and committees of the Board shall be open to inspection upon written demand on the corporation of any member at any reasonable time for a purpose reasonably related to the member’s interest as a member.
Section 2. Inspection of Articles and Bylaws: The Corporation shall keep in its principal office in the State of California the original or a copy of its Articles and of these Bylaws as amended to date, which shall be open to inspection by members at all reasonable times during office hours. If the corporation has no office in the State of California, it shall upon the written request of any member furnish to that member a copy of the Articles or Bylaws as amended to date.
Section 3. Endorsement of Documents; Contracts: Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed of entered into between the corporation and any other person, when signed by any one of the Chairman of the Board, the President or Assistant Secretary, the Treasurer or any Assistant Treasurer of the corporation shall be valid and binding on the corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in the manner from time to time determined by the Board. Unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the corporation to any contract or engagement or to pledge its credit or to render it liable for any purpose of amount.
ARTICLE XII. EMERGENCY PROVISIONS
Section 1. General: The provisions of this Article XII shall be operative only during a national emergency declared by the president of the United States or the person performing the President’s functions, or in the event of a nuclear, atomic, or other attack on the United States or a disaster making it impossible or impracticable for the corporation to conduct its business without recourse to the provisions of this Article XII. the provision as of this Article XII in that event shall override all other Bylaws of the corporation in conflict with any provisions of this Article XII, and shall remain operative so long as it remains impossible or impracticable to continue the business of the corporation otherwise, but thereafter shall be inoperative; provided that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article XII.
Section 2. Unavailable Directors: All directors of the corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason or who are unwilling to perform their duties or whose whereabouts are unknown shall automatically cease to be directors, with the same effect as if they had resigned as directors, so long as their unavailability continues.
Section 3. Authorized Number of Directors: The authorized number of directors shall be the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2.
Section 4. Quorum During Emergency: The number of directors necessary to constitute a quorum shall be the number bearing the same proportional relationship to the number of directors remaining pursuant to Section 2 as the quorum established in Article V, Section 4 bears to the authorized number of directors set forth in Article III, Section 1.
Section 5. Directors Becoming Available: Any person who has ceased to be a director pursuant to the provisions of the Section 2 and who thereafter becomes available to serve as a director shall automatically resume performing the duties and exercising the power of a director unless the term of office of that person has expired in accordance with its original terms and a successor has been selected and qualified. _______________________________________ _______________________________________ _______________________________________ __________________________________________________ ___________ ___________ ___________