TABLE OF CONTENTS
Humboldt Lodging Alliance
Article I: Name 4
Article II: Objects and Purposes 4
Section 1: General Objects and Purposes 4
Section 2: Specific Objects and Purposes 4
Section 3: Limitations 4
Article III: Corporate Powers 5
Article IV: Principal Place of Business 5
Article V: Corporate Agency 5
Section 1: Designated Agency 5
Section 2: Trade Names 5
Section 3: Blending of Corporation’s Resources 6
Section 4: Agency Agreement 6
Section 5: Reimbursement 6
Article VI: Membership 6
Section 1: Eligibility 6
Section 2: Failure to Maintain Eligibility 6
Section 3: Transfer of Membership and Member Property Rights 7
Article VII: Meeting of Members 7
Section 1: Special Meetings of Members 7
Section 2: Notices of Meetings 7
Section 3: Quorum 9
Section 4: Voting 9
Section 5: Inspectors of Election 9
Section 6: Action by Written Ballot 9
Article VIII: Board of Directors 10
Section 1: Powers of the Board 10
Section 2: Number of Directors 11
Section 3: Proportional Representation 11
Section 4: Term of Office 11
Section 5: Nomination and Election of Directors 11
Section 6: Removal 12
Section 7: Vacancies 12
Section 8: Compensation 12
Section 9: Meetings 12
Section 10: Quorum 14
Section 11: Contracts with Directors 14
Article IX: Officers and Duties 14
Section 1: Elected Officers 14
Section 2: Qualifications of Office 14
Section 3: Term of Office 15
Section 4: Nomination and Election 15
Section 5: Removal 15
Section 6: Vacancies 15
Section 7: Chair of the Board of Directors 15
Section 8: Chair-Elect 15
Section 9: Vice-Chair 16
Section 10: Secretary-Treasurer 16
Section 11: Compensation of Officers 16
Article X: Committees 16
Section 1: Executive Committee 16
Section 2: Community Committees 17
Section 3: Special Committees, Councils and Task Forces 17
Section 4: Meetings 17
Article XI: Community Organizations 18
Section 1: Revenue Sharing 18
Section 2: Authority to Award Funds 18
Section 3: Project Proposals 18
Section 4: Reporting 18
Section 5: Roll-over Funding 18
Section 6: Unawarded Funds 18
Article XII: Fiscal Matters 19
Section 1: Fiscal Year 19
Section 2: Records 19
Section 3: Reports 19
Section 4: Budget 19
Article XIII: Miscellaneous 19
Section 1: Indebtedness 19
Section 2: Maintenance and Inspection of Articles and Bylaws 19
Section 3: Annual Reports to Members 20
Article XIV: Amendments 20
Section 1: Amendment of Bylaws by Members 20
Section 2: Amendment of Bylaws by Board of Directors 20
Section 3: Amendments of Articles 20
Article XV: Duties, Non-Liability and Indemnification of Directors, Officers,
Employees and Others Acting on Behalf of the Corporation 21
Section 1: Duties and Non-Liability 22
Section 2: Indemnification 22
Section 3: Insurance 22
The name of the Corporation shall be the Humboldt Lodging Alliance, Inc.
OBJECTS AND PURPOSES
Section 1: General Object and Purpose
This Corporation is a nonprofit mutual benefit Corporation organized under the California Nonprofit Mutual Benefit Corporation Law. The object and purpose of this Corporation is to engage in any lawful act or activity for which a Corporation may be organized under such law.
Section 2: Specific Object and Purpose
The specific objects and purposes of this Corporation are to cause the cooperation of the various commercial and public interests in order to promote the general welfare and prosperity of the County of Humboldt, State of California, including all of its incorporated and unincorporated towns or cities, by presenting its advantages as a tourism destination for independent leisure travelers, as well as a site for meetings, events, conferences and trade shows by soliciting and servicing such business and encouraging hospitality for Humboldt County’s visitors; and pursuant to such objects and purposes:
(1) to receive assessment funds collected through the Humboldt Tourism Improvement District, and any and all other sources, and to expend and distribute the same for the Humboldt Lodging Alliance, Inc. or in the interests of the Humboldt Lodging Alliance, Inc., as in the judgment of the Directors may seem proper;
(2) to function as the owners’ association for assessed lodging businesses, and to provide means for general discussion and exchange of ideas pertaining to the purposes of the Corporation;
(3) to do or engage in any act, thing or enterprise which in the opinion of the Directors shall appear to be for the benefit of the Corporation generally;
(4) to employ all the necessary means and agencies to carry out the foregoing powers, including the power to collect, borrow and disburse monies for those purposes;
(5) to provide for the eligibility of members in accordance with the provisions as set forth in the Bylaws of the Corporation; and
(6) to maintain such necessary offices and facilities as shall be necessary or appropriate for the purposes of the Corporation.
Section 3: Limitations
It is intended that this Corporation shall have the status of a Corporation that is exempt from federal income taxation under section 501(a) of the Internal Revenue Code as an organization described in section 501(c)(6) of the Internal Revenue Code, and that is exempt from California income taxation under section 23701e of the California Revenue and Taxation Code. These bylaws shall be construed in a manner consistent with these statutes, and all powers and activities of the Corporation shall be limited accordingly. Consistent with this purpose, the Corporation is empowered to exercise all rights and powers conferred by the laws of the State of California upon nonprofit Corporations.
Neither this Corporation nor its members shall discuss, engage in, facilitate or condone activities that restrain competition in violation of state or federal laws or otherwise. The Corporation shall adopt and adhere to formal antitrust compliance guidelines, which shall be in writing and communicated regularly to the Corporation’s Board of Directors.
The corporate powers, business and affairs of the Corporation shall be exercised, conducted and controlled by a Board of Directors who shall be active members in good standing or connected with a firm which is a member in good standing as hereinafter provided. Any individual who is a member or the designated voting representative of a member in good standing shall be eligible to be a Director in this Corporation.
PRINCIPAL PLACE OF BUSINESS
The Corporation shall maintain its principal office in Humboldt County, State of California and may have other offices and transact business at such other places as the Board of Directors may from time to time appoint.
Section 1: Designated Agency
The Corporation shall initially designate the Humboldt County Convention & Visitors Bureau (HCCVB) as the agency to carry out the objects and purposes of the Corporation. It is acknowledged that HCCVB represents other public and private entities, organizations and businesses that share substantially the same objects and purposes as the Humboldt Lodging Alliance, Inc.
Section 2: Trade Names
The corporate agent (HCCVB) shall represent the Humboldt Lodging Alliance, Inc. using various trade and brand names (ex. “Visit Humboldt” , “California’s Redwood Coast” , etc.) as approved by the Board of Directors or its committees.
Section 3: Blending of Corporation’s Resources
It is acknowledged that the corporate agent (HCCVB) shall combine and leverage resources, including funding from other public and private entities, organizations and businesses, with those of the Corporation to increase the benefit accrued to members of the Corporation. All such blending of resources shall be approved by the Board of Directors or its committees through an annual business and marketing plan or on a case-by-case basis.
Section 4: Agency Agreement
The Corporation shall execute an agency agreement with HCCVB specifying roles and responsibilities, services provided, compensation and other items deemed appropriate by the Board of Directors or its committees. The agency agreement shall be in effect during the term of the Humboldt Tourism Improvement District, and shall be reviewed annually by the Board of Directors or its committees.
Section 5: Reimbursement
The Corporation acknowledges the capital outlay provided by the Humboldt County Convention & Visitors Bureau for formation of the Humboldt Tourism Improvement District, including consulting fees, legal fees, insurance premiums and other expenses, and shall reimburse all documented expenses during the first year of the district’s existence, not to exceed $40,000.
Section 1: Eligibility
Any person, firm, corporation or organization doing business in the County of Humboldt and subject to assessment under the Humboldt Tourism Improvement District shall be eligible for membership. Membership in the Corporation shall be automatic for all businesses subject to the Humboldt Tourism Improvement District assessment, with no application required.
Each member firm, corporation or organization shall designate a partner, officer or employee to be its voting representative authorized to exercise its rights and responsibilities of membership in the Corporation.
The Corporation shall have one class of members, with the same rights, interests and voting power, such that all members shall have the same right to vote and to serve as officers, committee chairs and at-large Directors.
Section 2: Failure to Maintain Eligibility
A member who fails to maintain eligibility in the Corporation by keeping current with collection and remission of the Humboldt Tourism Improvement District assessment shall be delinquent and shall not be a member in good standing. Such member shall remain suspended as a member of the Corporation until the delinquency is corrected. A suspended member, during the period of such suspension, shall have no right to vote or to enjoy any of the privileges of the Corporation. For the purposes of this section,
“current” shall mean no more than 90 days in arrears.
Section 3: Transfer of Membership and Member Property Rights
Membership in this Corporation is not transferable or assignable. No member or Director shall possess any property right in or to the property of the Corporation. In the event the Corporation owns or holds any property upon its dissolution and winding up, after paying or adequately providing for the debts and obligations of the Corporation, the Directors shall dispose of the remaining property in accordance with the Corporation’s purposes described in Article Two of the Articles of Incorporation. In no event shall any earnings or other property of the Corporation be distributed to or inure to the benefit of any member, former member, Director, or officer of the Corporation, or other private individual, either directly or indirectly.
MEETING OF MEMBERS
Section 1: Special Meeting of Members
Special meetings of members may be called by the Board of Directors, by the Executive Committee, by the Chair of the Board, by the President, or by written request of twenty-five (25) percent or more of the members entitled to vote delivered in person, mailed by first-class mail or delivered by electronic transmission, addressed to the Chair or Secretary-Treasurer at the principal office of the Corporation. The request shall specify the time desired for the meeting, not less than thirty-five (35) or more than ninety (90) days after the receipt of the request, and shall also state the general nature of the business proposed to be transacted at the meeting.
A special meeting called by request shall be set by the Board of Directors or Executive Committee on a date not less than thirty-five (35) nor more than ninety (90) days after the receipt of the request. Within twenty (20) days after receipt of the request, the officer who receives it shall cause notice to be given to all members entitled to vote at the meeting of the place, date and time of the meeting and general nature of the business to be transacted at the meeting. No other business may be transacted at that meeting.
Section 2: Notices of Meetings
Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given as provided in these bylaws to each member entitled to vote at the meeting. The notice shall specify the place, date and time of the meeting, and the means of electronic transmission by and to the Corporation or electronic video screen communication, if any, by which the members may participate in the meeting. In the case of a special meeting, the notice shall state the general nature of the business to be transacted and that no other business may be transacted. In the case of the regular annual meeting, the notice shall state those matters that the Board of Directors, at the time of giving notice, intends to present for action by the members, although additional business may also be transacted at such meeting; provided, however, that if the members attending the regular annual meeting constitute less than one-third the voting power of the members entitled to vote, then the only matters that may be voted on at that meeting are those the general nature of which were set forth in the notice.
Meeting notices along with a meeting agenda must be provided at least seventy-two (72) hours before the announced time of the meeting. Each such notice shall state the general business to be transacted, and the day, time and place of the meeting. Business may be transacted at any regular meeting of the Board.
Approval by the members of any of the following proposals, other than by unanimous approval of those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals: (i) removal of a Director without cause, (ii) approval of a contract or transaction between the Corporation and one or more Directors, or between the Corporation and any entity in which a Director has a material financial interest, (iii) amendment of the Articles of Incorporation, (iv) electing to wind up and dissolve the Corporation, or (iv) approval of a plan of distribution of assets, other than money, not in accordance with any liquidation rights of any members as specified in the articles or the Bylaws if the Corporation is in the process of winding up.
Notice of any General meeting of members shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally, by electronic transmission or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member as it appears on the books of the Corporation or at the address given by the member to the Corporation for purposes of notice. If no address appears on the Corporation’s books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that member by first-class mail or facsimile or other written communication to the Corporation’s principal office, or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.
Notice given by electronic transmission by the Corporation shall be valid only if delivered by any of the following methods:
(1) (i) facsimile telecommunication or (ii) electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the Corporation; (iii) posting on an electronic message Board or network that the Corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly
delivered on the later of the posting or delivery of the separate notice of it; or (iv) other means of electronic communication; (2) To a recipient who has provided an un-revoked consent to the use of those means of transmission for communications; and (3) That creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. Not withstanding the foregoing, (1) An electronic transmission by this Corporation to a member is not authorized unless, in addition to satisfying the requirements of this section, the transmission satisfies the requirements applicable to consumer consent to electronic record as set forth in the Electronic Signatures in Global and National Commerce Act (15 United States Code section 7001(c)(1)). (2) Notice shall not be given by electronic transmission by the Corporation after either of the following: (i) the Corporation is unable to deliver two consecutive notices to the member by that means or (ii) the inability so to deliver the notices to the member becomes known to the Secretary-Treasurer, or any other person responsible for the giving of the notice. An affidavit of giving of any notice of any meeting of members may be (but is not required to be) executed by the Secretary-Treasurer or other person giving the notice, and placed in the Minute Book of the Corporation with the minutes of the meeting.
Section 3: Quorum
Members in good standing entitled to exercise at least twenty-five (25) percent of the voting power of the membership of this Corporation represented in person or by the designated voting representative of a member in good standing shall constitute a quorum for any and all purposes, including the election of Directors, except as may be otherwise required by these bylaws, provided that the members present at any duly called meeting at which a quorum is present may continue to do business until the regular hour of adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum if any action taken (other than adjournment) is approved by at least a majority of the voting power required to constitute a quorum. For purposes of establishing a quorum under this section, a member is also considered “represented in person” or “present” if the member attends the meeting via authorized electronic transmission or electronic video communication.
Section 4: Voting
Subject to the California Nonprofit Mutual Benefit Corporation Law, members in good standing on the record date shall be entitled to vote. Voting may be by voice, by paper ballot, or by electronic ballot, except that any election of Directors must be by ballot if demanded before the voting begins by any member at the meeting. Each member entitled to vote may cast one vote on each matter submitted to a vote of the members. The use of proxies shall not be permitted.
Section 5: Inspectors of Election
Before any meeting of members, the chair of the meeting may, and on the request of any member, appoint inspectors of election or replacements for those who fail or refuse to serve. The number of inspectors shall be three (3). The decision, action or certificate of a majority of the inspectors is effective as to all of them. The inspectors of election shall (1) determine the number of active members outstanding, (2) determine the existence of a quorum, (3) receive votes or ballots, (4) hear and
determine all challenges and questions in any way arising in connection with the right to vote, (5) count and tabulate all votes, (6) determine the results, and (7) do such acts as may be proper to conduct the election or vote with fairness to all members. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.
Section 6: Action by Written Ballot
Any action that may be taken at any regular meeting or special meeting of members may be taken without a meeting if (i) a written ballot is distributed to every member entitled to vote on the matter on
the day that the first written ballot is solicited, (ii) the required number of signed approvals setting forth the action so taken is received, and applicable sections of these bylaws are complied with. Such distribution of written ballots and any related material shall be in the manner provided for giving notice of a meeting of members, including by electronic transmission, and responses may be returned to the Corporation by electronic transmission. The written ballot shall (1) set forth the proposed action, (2) provide an opportunity to specify approval or disapproval of any proposal, (3) provide a reasonable time within which to return the ballot to the Corporation, (4) indicate the number of responses needed to meet the quorum requirement, (5) state the percentage of approvals necessary to pass the measure submitted, and (6) specify the time by which the ballot must be received by the Corporation to be counted. A matter shall be approved by written ballot if the number of votes by written ballot received within the time period specified equals or exceeds the quorum required to be present at the meeting authorizing the proposed action and the number of approvals received equals or exceeds the number of votes which is required for approval at a meeting at which the total number of votes cast is the same as the number of votes cast by written ballot.
Any written ballot received by the Corporation may not be revoked. All written ballots shall be filed with Secretary-Treasurer of the Corporation and maintained in the records of the Corporation. The results of the written ballot shall be stated in the Corporation’s next mailing to members.
BOARD OF DIRECTORS
Section 1: Powers of the Board
The Board of Directors shall have the power:
(a) to conduct meetings and control the affairs and business and establish policy for the Corporation and to make rules not inconsistent with the laws of the State of California for the guidance of the officers and management of the affairs of the Corporation;
(b) to conduct and manage the business and affairs of the Corporation and to exercise all such powers
and all such things as may be exercised or done by this Corporation;
(c) to incur indebtedness for the ordinary uses, benefits and expenses and necessities of this Corporation;
(d) to authorize any office or officers, agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation;
(e) to deposit all funds of the Corporation from time to time to the credit of the Corporation with such financial institutions as the Board may select;
(f) to accept on behalf of the Corporation any contribution, gift, bequest, or device, for the general purposes or for any special purpose of the Corporation;
(g) subject to the limitation described in Article X, to delegate all or any portion of the above responsibilities and authority to the Executive Committee.
Section 2: Number of Directors
The Board of Directors shall be representative of the membership makeup and geography and consist of nineteen (19) Directors at-large. Of those Directors at-large, all shall be selected from the voting membership. From among the Directors described in the previous sentence, the Board of Directors shall choose the four (4) elective officers of the Corporation, and the immediate past chair of the Corporation. The Board of Directors shall also include all the past chairs of the Corporation (other than the immediate past chair) who shall be ex-officio members without vote, as long as they are representatives of member firms or organizations in good standing, and such additional ex-officio members as the Board may designate.
Section 3: Proportional Representation
The number of board members chosen from each jurisdiction within Humboldt County shall be in proportion to that jurisdiction’s percentage of the total assessment collected. The initial board makeup shall consist of three (3) board members from Arcata, seven (7) board members from Eureka, two (2) board members from Fortuna, one (1) board member from Ferndale, one (1) board member from Trinidad, and five (5) board members from the county unincorporated area. These proportions may be adjusted by the Board of Directors from time to time if a jurisdiction’s percentage of the total assessment collected changes.
Section 4: Term of Office
The term of office of all Directors at large shall be for two (2) years commencing on the first day of July following their election and until their successors are duly elected, provided that a Director must, during the entire term of his or her office, be eligible in accordance with Article III of these Bylaws to act as such Director. Officers and ex-officio Directors shall serve a term concurrent with their office. In the event that a Director, after his or her election, shall become ineligible under Article VI, the Board of Directors shall declare the office vacant. Potentially, one-half of the Directors at large shall be elected each year. Notwithstanding the above, the first term of office for Directors appointed to a new term beginning July 1, 2012, may be for a term of one rather than two years in order to maintain a Board composed of Directors with staggered terms of office.
Section 5: Nomination and Election of Directors
The Board Nominating Committee shall nominate candidates for each Directorship vacant or soon to become vacant and notify the membership of its choices, not less than sixty (60) days before the first day of July. Members representing twenty-five (25) percent of the voting power may nominate candidates for Directors by petition. The petition must be signed by those members within 11 months preceding the next time Directors are to be elected, and delivered to an officer of the Corporation not less than thirty (30) days before the first day of July, and such nominees shall also be placed on the ballot. All persons nominated shall have given their prior consent to nomination and election. The ballot shall indicate those candidates nominated by the Board Nominating Committee and those nominated by petition. Except as noted hereafter, the Board Nominating Committee shall conduct an election by written ballot in which each member in good standing on the date the ballots are communicated will have one vote to cast for each Directorship position to be elected. Multiple votes of each member must not be accumulated for a single nominee, but must be cast, if at all, for different nominees. The candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be declared elected. If, however, no nominations are made by petitions, no election is necessary and the Secretary-Treasurer shall cast a unanimous ballot for the candidates of the Board Nominating Committee. Results of the election shall be announced by written communication during the month of July. In the event of a contested election for vacant Directorships, the Board shall provide candidates with a reasonable opportunity to solicit votes to the extent required by Corporations Code sections 7523 and 7524.
Section 6: Removal
It is expected that Board members will attend all regularly scheduled meetings of the Board of Directors. Any Director may be removed by a majority vote of the Board of Directors present at a regular or special Board meeting if the Director fails to attend in person or by electronic means fifty (50) percent of the Board meetings in a year. Any Director may also be removed (i) if he or she has been declared of unsound mind by a final order of court, convicted of a felony, or if the Corporation holds assets in charitable trust, found by a final order or judgment of any court to have breached any duty arising under Corporations Code section 7238, or (ii) by vote of the members.
Section 7: Vacancies
A vacancy on the Board of Directors shall be deemed to exist in the case of the death, resignation or removal of any Director or for any other causes provided for in these Bylaws. Vacancies on the Board may be filled by a majority of the remaining voting Directors present at any regular or special meeting, and a Director so appointed shall serve for the balance of the unexpired term to which he or she was elected and until his successor is duly elected and qualified. When a Director gives notice of his or her resignation to the Board of Directors effective at a future date, the Board shall have the power to fill the vacancy to take effect when such resignation shall become effective.
Section 8: Compensation
Directors shall not receive any salaries for their services.
Section 9: Meetings
Regular meetings of the Board of Directors shall be held at least on a quarterly basis or no less than four (4) times a year. The first scheduled meeting of any new fiscal year may be designated as the Annual Meeting. Any meeting, regular or special, may be held without the physical presence of some or all of the Directors, by conference telephone, video screen communication, or other communications equipment, as long as all Directors participating in the meeting can hear one another and all Directors are provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to a specific action to be taken by the Corporation.
Special meetings of the Board of Directors may be called at any time at the request of the Chair of the Board of Directors, Executive Committee, President, or a majority of the Board of Directors. Notice of the time and place of special meetings shall be given to each Director by (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic transmission, either directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate that notice promptly to the Director; (d) facsimile; (e) electronic mail; or (f) other electronic means. All such notices shall be given or sent to the Director’s address or telephone number as shown on the Corporation’s records.
Notices sent by first-class mail shall be deposited in the United States mail at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic transmission shall be delivered, telephoned, or sent, respectively, at least 48 hours before that time set for the meeting. The notice shall state the time of the meeting and the place, if the place is other than the Corporation’s principal office. The business to be transacted at the meeting need not be specified in the notice (or waiver of notice) of such meeting.
The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a written consent to holding of the meeting or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the minutes of the meeting. Notice of a meeting shall also be deemed duly given to any Director who attends the meeting without protesting, before or at the commencement of the meeting, the lack of notice to that Director.
Notice of regular and special meetings shall be posted at least seventy-two (72) hours prior to the
meeting in a publicly accessible location and each such notice shall state the general business to be transacted, and the day, time and place of the meeting. Business may be transacted at any regular meeting of the Board. Each Director shall register his or her name and address with the Secretary-Treasurer and notices of meetings given to such Director at such address shall be valid notices thereof. Teleconferencing may be used for all purposes in connection with meetings. All votes taken during a teleconferenced meeting shall be by roll call
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. A meeting at which a quorum is 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 of the meeting.
(1.) Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
(2.) Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty-four (24) hours. If the original meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the Directors who were not present at the time of the adjournment.
All meetings of the Board of Directors shall be presided over by the Chair. In his or her absence, or if unable to serve for any reason, the Chair Elect shall preside, and in that person’s absence, the Vice Chair. The Secretary-Treasurer will preside in the absence of both the Chair Elect and Vice Chair.
All meetings of the Board shall be governed by Robert’s Rules of Order (revised) unless inconsistent with these bylaws or with rules adopted by the Board of Directors.
Section 10: Quorum
At any meeting of the Board of Directors, no less than fifty percent (50%) of the voting members of the Board shall constitute a quorum.
Section 11: Contracts with Directors
No Director of this Corporation, nor any other corporation, firm, association, or other entity in which one
or more of this Corporation’s Directors are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless (a) the material facts as to the transaction and such Director’s interest are fully disclosed or known to the members and such contract or transaction is approved by the members in good faith, with any membership owned by any interested Director not being entitled to vote thereon; or (b) the material facts regarding such Director’s financial interest in such contract or transaction or regarding such common Directorship, officership, or financial interest are fully disclosed in good faith and are noted in the minutes or are known to all Board members before consideration by the Board of such contract or transaction, and such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote of the interested Director.
OFFICERS AND DUTIES
Section 1: Elected Officers
The elected officers of the Corporation shall be a Chair of the Board, Chair-Elect, Vice Chair, and a Secretary-Treasurer. All officers shall be members-at-large of the Board of Directors.
Section 2: Qualifications for Office
Any designated voting representative of a member in good standing shall be eligible for nomination and election as an elective officer.
Section 3: Term of Office
Each elected officer shall take office on the first day of July following his or her election and shall serve for a term of one year and until a successor is duly elected. No elected officer shall be eligible to serve in the same office for more than four consecutive terms.
Section 4: Nomination and Election
The elected officers of this Corporation shall be chosen annually by the Board of Directors, and shall serve at the pleasure of the Board. The Board Nominating Committee shall nominate candidates for each elective office soon to be vacated, and notify the Board of Directors of its nominations at least 30 days prior to the last regular meeting of any annual fiscal year. All persons nominated shall have given their prior consent to nomination and election.
Section 5: Removal
Any elected officer may be removed by a majority of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
Section 6: Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors. Those persons elected to fill unexpired terms, as officers shall only serve for the balance of the unexpired term; such term shall not be included in the limited tenure for officers.
Section 7: Chair of the Board of Directors
The Chair of the Board shall be the principal elected officer of the Corporation. The Chair shall preside at all meetings of the members, the Board of Directors and the Executive Committee. The Chair shall appoint the Chairpersons of all committees and shall appoint the members of the Board Nominating Committee and fill any vacancies therein.
Section 8: Chair-Elect
The Chair-Elect shall perform such duties as the Chair of the Board of Directors may assign from time to time. In the absence of the Chair, the Chair-Elect, at the request of the Chair, or in the lack of such request, by the vote of those present, shall preside at meetings of the membership, the Board of Directors and the Executive Committee. In the event that the office of Chair is vacated, the Chair-Elect shall be designated by the Executive Committee to serve as “Acting Chair” of the Board until the vacancy has been filled by the Board of Directors as provided for in Article VIII, Section 6.
Section 9: Vice Chair
The Vice Chair shall perform such duties as the Chair of the Board of Directors may assign from time to time. In the absence of the Chair and the Chair-Elect, the Vice Chair, at the request of the Chair, or in the lack of such request, by the vote of those present, shall preside at meetings of the membership, the Board of Directors and the Executive Committee. In the event that the offices of Chair and Chair-Elect are vacated, the Vice Chair shall be designated by the Executive Committee to serve as “Acting Chair” of the Board of Directors until the vacancy has been filled by the Board of Directors as provided for in Article VIII, Section 6.
Section 10: Secretary-Treasurer
The Secretary-Treasurer shall (a) serve as Chair of the Finance Committee, (b) see to the keeping of the minutes of the meetings of the members, the Board of Directors and the Executive Committee, (c) be custodian of the corporate records of the Corporation, and (d) in general perform all duties incident to the office of Secretary-Treasurer and such other duties as from time to be assigned by the Chair, the Board of Directors or the Executive Committee. The Secretary-Treasurer shall perform the duties of the Chair of the Board of Directors in the absence of the Chair, the Chair-Elect and the Vice Chair.
Section 11: Compensation of Officers
The elected officers of the Corporation shall not receive any salaries for their services.
All committee members and their respective Chairs must be members in good standing of the
Section 1: Executive Committee
The Executive Committee shall consist of up to seven (7) members, each of whom shall be a member of the Board of Directors, including the elected officers of this Corporation and the immediate past Chair of the Corporation. The Executive Committee shall review all fiscal policies and procedures for the Corporation. Except as limited by law, the Executive Committee shall exercise the powers and authority of the Board of Directors when the Board of Directors is not in session. All actions of the Executive Committee shall be reported to the Board of Directors at its succeeding meeting.
The Executive Committee may hold meetings at such place or places and at such times and upon such notice as it may in its discretion determine and may be called at any time by the Chair or by any three (3) of its members, with forty-eight (48) hours notice given either personally or by mail, telephone, facsimile, electronic mail or other electronic means. A majority of the Executive Committee shall constitute a
quorum for the transaction of business.
The Executive Committee shall not have powers and authority with respect to: (a) the approval of any action for which approval of the members is also required; (b) the filling of vacancies on the Board or on the Executive Committee; (c) the fixing of compensation of the Directors for serving on the Board or Committee; (d) the amendment or repeal or adoption of bylaws; (e) the amendment or repeal of any resolution of the Board; (f) the appointment of committees who have the power of the Board or any members of such committees; (g) the approval of any corporate transaction with respect to assets held in charitable trust, where a Director is a party to or has a material financial interest in the transaction or in any part of the transaction.
Section 2: Community Committees
The Board Members representing each jurisdiction within Humboldt County shall comprise a Community Committee for that jurisdiction. The Community Committees shall report to the Executive Committee and the Board of Directors. The Community Committees shall have oversight over the awarding of funds to community organizations that submit proposals for tourism projects and activities, including: a) determining the proposals’ relevance to the Corporation’s objects and purposes, b) determining the organizations’ ability to carry out the proposals, c) evaluating the funding requested relative to the benefits of the proposed projects and to the funds available, d) making awards up to the maximum of funds available for that jurisdiction (up to 25 percent of net assessment revenues collected in that jurisdiction within any one fiscal year), and e) reporting to the Executive Committee and Board of Directors on proposals, awards and results.
Community Committees may hold meetings at such places and at such times and upon such notice as they may in their discretion determine and may be called at any time by the Chair or by a quorum of its members, with forty-eight (48) hours notice given either personally or by mail, telephone, facsimile, electronic mail or other electronic means. A majority of any Community Committee shall constitute a quorum for the transaction of business.
Section 3: Special Committees, Councils and Task Forces
The Chair of the Board of Directors with the approval of the Board of Directors or the Executive Committee, shall appoint such other committees, councils, sub-committees, or task forces as are necessary from time to time and which are not in conflict with other provisions of these Bylaws.
Section 4: Meetings
(a) Quorum. Unless otherwise provided by the Board of Directors, a majority shall constitute a quorum of each such committee and the act of a majority of the members present at a meeting at which quorum is present shall be the act of the respective Committee.
b) Rules. Each Committee shall be governed by Roberts Rules of Order (revised) unless inconsistent with these Bylaws or with the rules adopted by the Board of Directors.
Section 1: Revenue Sharing
Community organizations (ex. chambers of commerce, nonprofit service clubs, etc.) in each jurisdiction are eligible to apply for up to 25% of the assessment revenues generated in that jurisdiction to fund tourism marketing and visitor services programs. The programs must provide a specific benefit to the hotels paying the assessment that is not provided to those not paying. For the county unincorporated
area the community organizations will be eligible for up to 25% of the revenues collected in their region of the county according to the county’s regional collection statistics.
Section 2: Authority to Award Funds
HLA board members will have authority to decide on funding of community organizations in the jurisdictions they represent through their Community Committees. For example, Arcata’s three members decide on projects proposed by Arcata community organizations, Eureka’s seven members decide on Eureka community organizations, the County’s five members on the county’s community organizations, etc.
Section 3: Project Proposals
Community organizations will be invited to develop proposals for marketing their communities to
overnight visitors using HLA funds, focusing on developing new shoulder-season and off-season business. Approved marketing activities include advertising, promotions, visitor services and especially creating new destination events. All activities using HLA funds must specifically benefit lodging properties. Community Organizations must have systems in place to separately account for use of HLA funds.
Section 4: Reporting
Proposals will be developed in collaboration with the HLA board and staff during the first quarter of the fiscal year. During the last quarter (April-June), organizations will report to the HLA board on the results achieved with HLA funding, specifically accounting for expenditures and tracking of measurable outcomes such as hotel rooms booked.
Section 5: Roll-over Funding
With the approval of the HLA board, organizations may “roll over” funding from one year to the next year in order to accomplish larger projects.
Section 6: Unawarded Funds
If the full 25 percent funding in any jurisdiction is not applied for or granted, the balance of funds will remain with the Humboldt Lodging Alliance and may be allocated as the HLA board sees fit.
Section 1: Fiscal Year
The fiscal year of this Corporation shall commence July 1 and end June 30 of each year.
Section 2: Records.
The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its members, Board, and Committees of the Board. The Corporation shall also keep a record of its members giving their names, addresses and contact information provided for the purposes of noticing by each member. Books and records shall be kept in either written form or in any other form capable of being converted into a written form. The Articles of Incorporation and Bylaws of the Corporation, with amendments to current dates, shall also be maintained at the principal office of the Corporation.
Section 3: Reports
The Board shall cause an annual report to be available to the members after the close of the
Corporation's fiscal year. The Annual Report shall be furnished to all Directors.
Section 4: Budget
The Board of Directors, on or before the first regularly scheduled meeting of each year, shall adopt a budget for the fiscal year.
Section 1: Indebtedness
The Corporation shall not incur obligations or indebtedness in any fiscal year in excess of its anticipated revenues for the same fiscal year, or funds available from cumulated reserves without approval of the Board of Directors.
Section 2: Maintenance and Inspection of Articles and Bylaws
A copy of the Corporation’s Articles of Incorporation and Bylaws, as amended to date, shall be maintained at the principal office of the Corporation and shall be open to inspection by any member at all reasonable times during office hours.
Section 3: Annual Reports to Members
(a) In any fiscal year in which the Corporation has more than one hundred (100) members or $10,000 in assets at any time during the fiscal year: i) Each member shall be notified of the member’s right to receive the annual financial report of this Corporation. A copy of the most recent annual financial shall be promptly sent to any member who sends a written request for the report. If approved by the Board of Directors, the Corporation may send the annual financial report and accompanying material by electronic transmission. (ii) Not later than one hundred and twenty (120) days after the close of the fiscal year, this Corporation shall prepare an annual financial report containing (1) a Statement of Financial Position of the end of the fiscal year, (2) a Statement of Operational Activities for the fiscal year, (3) a statement of changes in financial position for the fiscal year, (4) a statement that the names and addresses of the current members of the Corporation are located at the principal office of the Corporation, and (5) the information required by subsection (b) below.
The report shall be accompanied by (i) any report on it by an independent accountant, or if there is no such report, (ii) the certificate of an authorized officer of the Corporation that the statement was prepared without audit of books and records of the Corporation.
(b) As part of the annual report to all members, or as a separate document if no annual report is issued, the Corporation shall annually prepare and mail, deliver, or send by electronic transmission to its members and furnish to its Directors a statement of any transaction or indemnification of the following kinds within 120 days after the end of the Corporation’s fiscal year: (i) Unless approved by members under Corporations Code section 7233(a), any transaction (i) to which the Corporation, its parent, or its subsidiary was a party, (ii) which involved more than $50,000 or was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000, and (iii) in which either of the following interested persons had a direct or indirect material financial interest (a mere common Directorship is not a material financial interest): Any Director or officer of the Corporation, its parent, or its subsidiary; Any holder of more than 10 percent of the voting power of the Corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction, and, when practicable, the amount of that interest, except that, in a partnership in which such person is a partner, only the partnership interest need be stated.
A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid during the fiscal year to any officer or Director of the Corporation, unless the loan, guaranty, indemnification, or advance has already been approved by the members under Corporations Code section 5034, or the loan or guaranty is not subject to Corporations Code section 7235(a). Section 4: Required Annual Filing with the Secretary of State.
The Secretary-Treasurer or such other officer as the Board of Directors may designate shall file a required statement of officers and agent for service of process with the Secretary of State annually. The required statement shall be on the form prescribed by the Secretary of State.
Section 1: Amendment of Bylaws by Members
Amendments to these bylaws may be made at any regular meeting of the membership, or at any special meetings of the members called for that purpose, or by written ballot as provided in Article VII, Section 6, by a majority vote of the members voting at the meeting or by ballot if such members represent at least five (5) percent of the voting power of the membership.
Section 2: Amendment of Bylaws by Board of Directors
The Board of Directors shall also have the power to amend the Bylaws as provided by law. In addition, amendments to the Bylaws may be proposed by the Board of Directors for affirmative vote of the members, whereupon notice of a membership meeting as provided in Article VII, Section 2, together with a copy or summary of such proposed amendment, shall be sent by the Secretary-Treasurer to each member; or in lieu of calling such membership meeting, any amendments to these Bylaws proposed by the Board of Directors may be submitted to the members for action by written ballot as provided in Article VII, Section 6. Any amendments to these Bylaws shall become effective upon obtaining the affirmative majority vote of the members voting at the meeting or by ballot if such members represent at least five (5) percent of the voting power of the membership.
Section 3: Amendments of Articles
Amendments to the Articles of Incorporation may be adopted if approved by the Board of Directors and
by a majority vote of members entitled to exercise at least five (5) percent of the voting power of the membership either at a meeting of members duly noticed and held or by written ballot.
DUTIES, NON-LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHERS ACTING ON BEHALF OF THE CORPORATION
Section 1: Duties and Non-Liability
(a) Each Director shall perform the duties of a Director, including duties as a member of any committee of the Board on which the Director may serve, in good faith, in a manner such Director 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.
(b) In performing the duties of a Director, a Director shall be able to rely on information, opinions,
reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (i) One or more officers or agents of the Corporation whom the Director believes to be reliable and competent in the matters presented; (ii) Counsel, independent accountants, or other persons as to matters which the Director believes to be within such person’s professional or expert competence; or (iii) A committee of the Board on which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence; and so long as in any such case the Director acts in good faith, after reasonable inquiry, when the need therefore if indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. A person who performs the duties of Director in accordance with paragraphs (a) and (b) of this Section 1 shall have no liability based on any alleged failure to discharge the person’s obligations as a Director.
Section 2: Indemnification
(a) Right of Indemnity. To the fullest extent permitted by law, the Corporation shall indemnify its
Directors, officers, agents and other persons described in section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgment, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding” as that term is used in that section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this section, shall have the same meaning as in section 7237(a) of the California Corporations Code.
(b) Approval of Indemnity. On written request to the Board of Directors by any person seeking indemnification under section 7237(b) or section 7237(c) of the California Corporations Code, the Board shall promptly determine under section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in section 7237(b) or section 7237(c) has been met and, if so, the Board of Directors shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to the proceeding, the Board shall promptly call a meeting of the Members at which the Members shall determine under section 7237(e) whether the applicable standard of conduct set forth in section 7237(b) or section 7237(c) has been met and, if so, the Members shall authorize indemnification.
(c) Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Article XII, sections 2(a) and/or (b) of these bylaws in defending any proceeding covered by those sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.
Section 3: Insurance
This Corporation, subject to the review and approval of the Executive Committee, shall have the right, and shall use its best efforts, to purchase and maintain Directors’ & Officers’ Liability insurance to the full extent permitted by law on behalf of its officers, Directors and other agents, to cover any liability asserted against or incurred by any officer, Director or agent in such capacity or arising form the officer’s, Director’s or agent’s status as such. The Executive Committee shall oversee the procurement of such insurance.