Article I – Name
This organization is the Latino Caucus of California Counties
Article II – Purpose
The purpose of this organization is to:
1. Encourage full participation and active involvement of Latino county officials in the policy-making processes and programs of the California State Association of Counties (CSAC).
2. Identify issues and concerns important to counties’ Latino populations and promote solutions, including legislative intervention.
3. Promote diversity and inclusiveness in governmental decision-making processes.
4. Nurture leadership development within and among groups that reflect California’s changing demographics.
5. Be a resource to CSAC as a nonprofit mutual benefit corporation[SP1] , and its members in such areas as policy development, implementation and service delivery.
6. Operate in accordance with CSAC articles of incorporation and bylaws, as well as the policies adopted by CSAC’s Board of Directors and take no action that conflicts with those articles, bylaws or policies.
Article III – Membership
There are three categories of membership in the organization: voting, associate and supporting.
A “voting” member is any elected County Supervisor representing a CSAC member-county in good standing as defined by CSAC bylaws. Voting members are entitled to vote on organization matters and are entitled to fully participate in organization activities.
An “associate” member is any other official of a CSAC member-county in good standing as defined by CSAC bylaws. Associate members are not eligible to vote or hold office but are otherwise entitled to fully participate in organization activities.
A “supporting” member is any individual group or corporation interested in supporting the goals of the Latino Caucus. Supporting members are not eligible to vote or serve as officers of the organization, but are otherwise entitled to fully participate in organization activities.
Article IV – Officers, Duties, Vacancies
Section 1 – Officers
Officers of the organization include statewide President, Vice President, Treasurer, Secretary/Parliamentarian, and Immediate Past President/ex-officio, with six regional members, two each representing Northern, Central, and Southern California, as well as three cross-caucus members, one each from CSAC’s Urban, Suburban and Rural counties caucuses for a total of 14 Board Members.
The immediate past president remains on the Board of Directors as an ex-officio nonvoting member.
Section 2 – Terms of Office
The term of office is one year. Officers are elected by the organization’s members at CSAC’s Annual Conference and take office immediately after adjournment of the Annual Conference.
Section 3 – Qualifications
Officers must currently serve as an elected County Supervisor, must have been in office for a minimum of one year, and must meet officer selection criteria set forth in Article V of these bylaws.
Section 4 – Duties and Responsibilities
The President shall preside at all meetings, serve as chairperson of the Executive Committee and perform all duties specified under these bylaws. The President must provide a report to the membership concerning the organization’s activities at least once each calendar year at the organization’s Annual Meeting at CSAC’s Annual Conference.
The Vice President shall preside at the organization and/or Executive Committee meetings in the President’s absence.
Board Members, in consultation with other officers of the Board, coordinate any regional activities of the Latino Caucus and are responsible for development of programs for the Caucus meetings being held in their respective regions. Regional Board Members also perform other duties as assigned by the President.
Board Members shall not miss more than three consecutive regularly scheduled monthly Board conference calls.
Board Members shall attend and participate in two of the four annual calendar events:
January: Board Retreat (TBA)
May: Annual Legislative Conference (Sacramento)
July: Summer Conference (TBA)
Sept or Oct.: Annual Conference (TBA)[SP2]
Board Members shall serve on at least one Ad-Hoc Committee
Board Members shall be responsible for raising a minimum of $5,000 annually for sponsored/hosted events.
Section 6 – Vacancies
A vacancy in any of the offices occurs when the officer either resigns from office or ceases to be an elected County Supervisor.
A vacancy in the office of President is filled for the unexpired term by appointment of the executive committee. A vacancy in the executive office, among regional board members and/or among cross-caucus members is filled by appointment of the Executive Committee.
Article V – Qualifications for Leadership Roles
The following criteria should be considered along with all other relevant factors, for selection of organization officers, as well as members of standing and Ad-Hoc Committees for the organization.
1. Current membership in good standing with the organization
2. A demonstrated active interest and history of participation in the organization and CSAC program activities
3. The opportunity to expand involvement in CSAC activities
4. A willingness and ability to make the time and financial commitment necessary to adequately discharge the duties of the office in question
5. County size, location and type (i.e., 1937 Act or not) so as to ensure all counties’ perspectives are represented in the organization’s activities
Article VI – Nominations and Elections
Section 1 – Nomination Procedures
In the spring of each year, the Chair of the Nominating Committee must announce the opening of the nomination process for the organization’s offices. The opening of nominations and the membership of the Nominating Committee must be communicated to the membership through appropriate means.
Any person interested in being nominated or in making a recommendation on a nomination should submit the information to the chairperson of the Nominating Committee along with available background information. In addition, the Nominating Committee has the responsibility to seek out nominees who are especially qualified to lead the organization.
The Nominating Committee’s report must be made available to the general membership of the organization at its meeting at CSAC’s Annual Conference. Following the report from the Executive Committee, additional nominations from the floor will be entertained.
Section 2 – Elections
The President presides over the election of officers. Election of officers is by voice vote, unless three or more members entitled to vote request a written ballot. The member receiving a plurality of the votes cast for each office must be declared elected by the President.
Article VII – Voting
Except in cases where otherwise provided, all voting in this organization is by voice vote of the membership, unless a roll call vote is requested by three or more members eligible to vote. A majority of the votes cast by those voting members in attendance is necessary for a decision. The presiding officer must determine and announce the results.
Except in cases where otherwise provided, a majority of the membership of any committee constitutes a quorum for the conduct of business. Except in cases where otherwise provided, a majority of the quorum is necessary for passage of any item.
Article VIII – Meetings
The organization must have no fewer than one meeting per year. This meeting will be during CSAC’s Annual Conference.
Special meetings may be called by a majority vote of the Executive Committee or upon written request by at least 10 members eligible to vote stating the purpose of such a meeting.
Notice must be given to all members regarding the time and place of all regular and special meetings by mail, including an agenda. Notice must be given at least 30 days prior to each meeting, unless the special meeting is an emergency meeting, in which case notice may be shortened to ten days.
Article IX – Committees
Section 1 – Standing Committees
The standing committees of the organization are the Executive Committee and the Nominating Committee. All other committees are Ad-Hoc committees.
Section 2 – Executive Committee
(a) Membership. The Executive Committee is comprised of the organization’s President, Treasurer, Secretary/Parliamentarian and Immediate Past President.
(b) Term of Office. The term of the Executive Committee coincides with the terms of the officers comprising the Executive Committee.
(c) Duties and Responsibilities.
(1) To provide a forum for communication among members, any related professional organizations, and CSAC.
(2) To initiate, supervise and review all projects, programs or internal business affairs of the organization referred by the membership of its officers, CSAC, or related professional organizations.
(3) To act on behalf of and for the organization between meetings.
Section 3 – Nominating Committee
(a) Membership. The President, who must also designate the chair, must appoint the Nominating Committee. The Nominating Committee is comprised of five members.
In appointing the Nominating Committee’s members, the President should consider the factors contained in Article V of these bylaws to assure the greatest possible representation of perspectives.
(b) Term of Office. Appointments must be made annually, no later than the May meeting of the CSAC Boardof Directors and prior to CSAC’s Annual Conference.[SP3]
(c) Duties and Responsibilities. The Committee must meet at least once prior to the business session at the Annual Conference. Its responsibilities are to compile a list of proposed nominees, one for each of the following offices: President, Vice President, Treasurer, Secretary/Parliamentarian, and Board Members.
Section 4 – Ad Hoc Committees
Upon direction of the organization’s membership, the Executive Committee, or the organization’s President; Ad-Hoc committees may be established to analyze a special issue pertinent to the organization’s membership and/or to provide a forum for the collection and dissemination of information on a subject not pertinent to the responsibilities of any other committee.
The President determines membership selection and their numbers. The term of office of Ad-Hoc committees automatically terminates 30 days after the close of CSAC’s Annual Conference held subsequent to the committee’s appointment, unless the incoming President extends the term.
Article X – National Associations
The organization actively encourages and supports the formation and operation of national organizations as a way for members to meet with one another and promote the purpose of the organization as articulated in Article II of these bylaws.
Article XI – Participation in CSAC Programs
Organization members are encouraged to participate in, and contribute their perspective to all CSAC activities and programs, including membership in any CSAC policy committees. Organization Members should make their interests in participating in these activities and programs known to the organization President, who must make this interest known to the CSAC President.
Article XII – Relationship with CSAC
Section 1 – Agreement
The organization’s relationship with CSAC is determined by a written agreement between the organization and CSAC’s Board of Directors. The agreement covers such items as CSAC staff support for organization activities, the organization’s adoption of bylaws, and the organization’s use of CSAC’s name. (OPEN FOR DISCUSSION)
Section 2 – Organization Approval of Agreement
The Executive Committee of the organization is responsible for reviewing the agreement between the organization and CSAC. After this review and, if the Executive Committee approves of the agreement, the President is authorized to sign the agreement on behalf of the organization.
Article XIII – Dues and Finances
Section 1 – Dues
Each member must pay to this organization any annual dues proposed by the organization’s Executive Committee and approved at the organization’s Annual Meeting by a majority of the quorum of the organization as provided for in Article VII. All dues revenues must be placed in the organization’s treasury.
Dues are flat rate and are not pro-rated throughout the year. No dues or any part thereof are refunded upon termination of membership.
A failure to pay any duly approved dues in a timely fashion makes an individual ineligible for membership.
Section 2 – Other Revenue Raising Activities
The organization may engage in other activities which are approved or authorized by the membership and are consistent with CSAC policies, including but not limited to production of publications and seminars of interest to the organization membership. The organization may charge reasonable fees in connection with such activities; any amounts that exceed the costs of production related to these activities must be placed in the organization’s treasury. (OPEN FOR DISCUSSION)
Section 3 – Treasury
All funds received by the organization must be deposited in a federally insured institution within California in the name of the organization. Funds may be disbursed only upon approval by the Executive Committee. Funds may be disbursed only by check drawn upon this account, signed by any two officers. The officers may delegate all or part of the authority to sign checks as part of the contract referred to in Article XII of these bylaws.
Article XIV – Rules of Order
Subject to the provisions of CSAC’s bylaws and the organization’s bylaws, Robert’s Rules of Order apply at all organization meetings.
Article XV – Adoption, Amendment and Availability of Bylaws
Section 1 – Adoption
These bylaws become effective and operative when approved by a majority vote of those eligible for membership at the Latino Caucus meeting being held during CSAC’s September 6, 2012 Board of Directors meeting. Voting must be in accordance with the requirements of Article VII. Immediately following adoption of these bylaws, the organization must elect the officers identified in Article IV.
Section 2 – Amendment
These bylaws may be amended at the organization’s meeting during CSAC’s Annual Conference.. Bylaw amendments require a majority vote of approval by those members in attendance. Proposed amendment(s) must have first been prepared in writing, together with a statement of support therefore, and submitted to the Executive Committee so as to permit its review and consideration. The proposed amendment(s) and any written comments from the Executive Committee, including correspondence of support or opposition, must then be mailed to each member at least 60 days prior to the meeting at which time they will be considered for review and study. Such amendments or any approved modification thereof will take effect immediately after voted approval of the membership.
Section 3 – Availability
The President is responsible for making these bylaws available to any member requesting a copy.
Article XVI – Conflict of Bylaws and Severability
If any provision, clause, sentence, paragraph or parts of these bylaws are declared to be contradictory or any way in conflict with CSAC’s bylaws, that portion becomes inapplicable and CSAC’s bylaws prevail. If any provision, clause, sentence, paragraph or part of these bylaws or the application of these bylaws to any person or organization, is for any reason adjudged by a court of competent jurisdiction and declared to be invalid, such judgment will not affect, impair or invalidate the remainder of these bylaws or their application to any other person or organization.
We hereby certify the foregoing bylaws of the Latino Caucus were duly approved and adopted this 6th day of September, 2012 in conformity with the requirements of Article XV, Section 1 of these bylaws.