RECITALS
WHEREAS, the Historical Guides Association of California (hereinafter the “Association”) was incorporated
initially in 1966 as a nonprofit corporation under the laws of the State of California;
WHEREAS, complete records for the Association, since its inception, are not presently available; and
WHEREAS, the
present officers are unable to determine from the available records the most current set of Bylaws in effect and the only
available copies of Bylaws are unsigned;
THEREFORE, IT IS HEREBY DETERMINED AND AGREED by the present officers, signatories to this document, that any and
all prior Constitutions, Bylaws or governing documents, with the exception of the Articles of Incorporation on file with the
California Secretary of State, are deemed revoked, in their entirety, and are superceded by this document. This
document shall set forth the Bylaws of the Historical Guides Association of California, in their entirety. No
other document shall be used unless this document is modified, amended or superceded as herein provided.
BYLAWS
STATUS
1.1 NONPROFIT:
The Association has been incorporated as a nonprofit organization under the laws of the State of California and the
Internal Revenue Service. The officers will comply with all laws to maintain its status as a nonprofit
organization which, at present, includes filing a Statement of Information with the Secretary of State every two years.
PURPOSE
2.1
MISSION STATEMENT: The general purpose of the Association shall be:
The Historical Guides Association, a nonprofit
corporation, is dedicated to the continuing education, enlightenment and inspiration of its members in all aspects of Hearst
San Simeon State Historical Monument. Through programs and events, it is designed to create opportunities
for enhanced interaction and communication among all of the people involved with the Monument. Toward this
goal membership in the Historical Guides Association is open to all personnel, paid and volunteer, connected with the Monument.
2.2
SEPARATE FROM UNION: The purpose of the Association is educational
and a social opportunity for the benefit for all members and is not to function as an advocate of any individual
employee nor handle personnel or others matters which should be addressed by or are within the purview of the union (CSEA).
MEMBERSHIP
3.1 MEMBERS: The membership
of the Association includes Guides employed by the State of California, Department of Parks, working at Hearst San Simeon
State Historical Monument (hereinafter “Monument”), and at the discretion of the officers and directors, may include
any other persons interested in the purpose of the Association, including, but not limited to persons working or volunteering
at the Monument in any capacity. Except as provided in Section 4.1 below, no limitation is made on the
rights of members based upon their employment status as full-time, permanent-intermittent, trainees or supervisors.
Other than the election of officers and directors, the membership has no voting rights concerning the governance of
the Association, although the officers and directors will seek membership input regarding activities, speakers and other areas
of general interest to the membership.
3.2 DUES: Will be paid annually by the membership in an amount to
be determined by the officers and directors in accordance with the voting rights as provided in Section 4.7 below.
3.3
TERMINATION: Membership will terminate for either (1) failure to pay dues; or (2) by 2/3 vote of the officers and directors.
OFFICERS
4.1 ELECTED OFFICERS: Officers and directors elected must be members
in good standing and must be employed as a Guide with the State of California, Department of Parks and Recreation including
full-time, permanent intermittent and trainees. Persons employed as Guide II or Supervisor are not eligible
to hold office.
4.2 TERM: The term for officers and directors is for a period of
two (2) years.
4.3 OFFICES: One or two persons may hold the offices of President,
Vice President and Secretary. The officers and directors responsibilities are as follows:
a.
President: The President or Co-Presidents shall preside over all meetings of the Association and
shall serve as a non-voting member, except in the case of a tie vote. The President shall serve in such
capacity as authorized by the Association and shall require the strict observance of the provisions and intent of the Bylaws.
b. Vice President:
The Vice President or Co-Vice Presidents shall assume the duties of the President in the absence of that officer and
provide any assistance required.
c. Secretary: The Secretary or Co-Secretaries
shall keep an accurate record of all business conducted by the Association and attend to all correspondence as directed and
shall be responsible for giving proper notices as required.
d. Treasurer:
The Treasurer shall receive and disburse all monies as required or directed to keep an accurate accounting thereof.
All disbursements in excess of $100.00 shall be made by check signed by the Treasurer and one other officer.
e. Member
At Large (Director): The Members at Large shall, with the other elected officers, constitute the Board
of Directors of the Association. They shall assure the adherence to the policies and intent of the Association
and shall assist in formulating the policies as required or directed. They shall appoint a committee of
three (3) or more to audit all records prior to the annual installation of new officers and directors. The
directors shall perform other duties as needed.
4.4 ELECTIONS: Elections shall be held every other year.
Officers and directors will be determined by a majority vote of the membership. The time, place
and manner of election will be determined by the outgoing officers and directors.
4.5
VACANCIES: If the office of the President becomes vacant, the Vice President will assume the office
of the President except if there are Co-Presidents. If one Co-President resigns, the remaining President
becomes the sole President.
A mid-term vacancy in any office, except for the President, shall be filled as follows:
a.
The President shall consult with the remaining officers and appoint a replacement;
b. The President shall first consider appointment of
an elected Member at Large to fill any vacancy for Vice President, Secretary or Treasurer; and
c. The remaining officers and Members at Large must
approve the appointment by a majority vote.
No
vacancy is created by a single co-office holder resigning from office. If one of two persons holding a
single office (such as one Co-Secretary) resigns, the remaining co-officer becomes the sole holder of that office.
4.6
MEETINGS: The officers and directors will hold meetings as needed at a time and place under the discretion of the officers
and directors. The conduct of the meetings and the transaction of business shall be governed by these Bylaws
of the Association.
4.7 QUORUM: A quorum is required for business of the Association
to be transacted at any meeting of officers and directors. Four (4) or more officers and/or directors are
required to be present to constitute a quorum; however, if the total number of officers and directors exceeds
seven but does not exceed ten, then five (5) or more officers and/or directors are required to be present to constitute a
quorum. Except as otherwise provided herein, action may be taken based on a majority vote of the officers
and directors present at a meeting provided a quorum exists.
4.8 PROCEDURE: An accepted
form of parliamentary procedure shall be used at the discretion of the presiding officer.
4.9 AGENDA: The officers
and directors may raise any issue during a regular meeting which is consistent with the purpose of the Association.
However, the President or Secretary have the discretion to circulate a request for agenda items prior to the meeting.
FUNDS/FUND-RAISING
5.1
SIGNATORIES: The bank account(s) for the Association shall require two signatures of the authorized
signatories to the account for any disbursements over $100.00.
5.2 DISBURSEMENTS:
For any disbursement over $ 100.00, a majority vote of the officers and directors is required. For
any disbursement $100.00 or less, it is within the discretion of any single officer or director provided such disbursement
furthers purpose of the Association in accordance with the Bylaws and decisions reached by the Board.
5.3
FUND-RAISING: Fund-raising activities may be conducted at the discretion of the officers and directors.
AMENDMENT TO BYLAWS
6.1 The foregoing
represents the complete agreement concerning the governance of the Association. These Bylaws may only be modified, amended
or superceded by a 3/4 vote of the officers and directors. Any such modification or amendment must be reduced
to a writing and signed by a sufficient number of officers and directors of the Association to reflect the 3/4 vote.
6.2
The foregoing represents the complete agreement concerning the governance of the Association. ELECTED
OFFICERS: Directors elected must be members in good standing and must either be employed as a Guide with the State of California,
Department of Parks and Recreation including full-time, permanent intermittent and trainees OR may work or volunteer in any
capacity within the Hearst San Simeon State Historical Monument. Persons employed as Guide II or Supervisor
are not eligible to hold office.
