BYLAWS of the California Association of School Counselors, Inc. - A California Nonprofit Corporation
ARTICLE I OFFICES
ARTICLE II PURPOSE
ARTICLE III MEMBERS
ARTICLE IV MEETINGS OF MEMBERS
ARTICLE V BOARD OF DIRECTORS
ARTICLE VI OFFICERS
ARTICLE VII COMMITTEES, TASK FORCES AND PARTNERSHIPS OF THE ASSOCIATION
ARTICLE VIII CORPORATE RECORDS, REPORTS, AND SEAL
ARTICLE IX INDEMNIFICATION
ARTICLE X FISCAL RESPONSIBILITIES
ARTICLE XI AMENDMENTS
ARTICLE XII MISCELLANEOUS
ARTICLE I OFFICES
1.01. Name and Principal Office : The name of this corporation is the California Association of School Counselors, Inc., and the same may be referred to herein as the "Association". The principal office of the Association for its transaction of business shall be located at P.O. Box 90334 San Bernardino, CA 92427.
1.02. Change of Address : The Board of Directors is hereby granted full power and authority to change the principal office of the Association from one location to another in California. Any change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws.
1.03. Other Offices : Branch offices may at any time be established by the Board of Directors wherever the corporation is qualified to do business.
ARTICLE II PURPOSE
2.01. General and Specific Purposes. The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the California Nonprofit Mutual Benefit Corporation Law. More specifically, and not by way of limitation, it shall be the purpose of this Corporation to promote excellence in school counseling by:
1. Initiating, advocating and supporting the improvement of school counseling programs.
2. Advocating for the implementation of a comprehensive school counseling program.
3. Developing and distributing information to support the delivery of effective school counseling programs.
4. Promoting and publishing research relevant to school counseling.
5. Developing, promoting and providing leadership for legislation and policy regarding the role of school counselors in relation to educational programs and student needs.
6. Promoting and encouraging continuous improvement in the training standards for school counselors.
7. Promoting the continuing professional development of school counselors.
8. Establishing and promoting ethical standards for school counselors.
9. Encouraging cooperation and collaboration with appropriate associations, agencies, and community groups regarding school counseling.
10. Empowering school counselors to proactively guide all California students to achieve their full potential in the areas of academic, career and personal/social development.
11. Protecting the integrity of the school counseling profession.
2.02. Nondiscrimination: Section 6. Nondiscrimination. The California Association of School Counselors does not knowingly engage in or support activities which discriminate on the basis of race, color, sex, religion, national origin, affectional or sexual orientation, disability, age, or on any other basis prohibited by law.
ARTICLE III MEMBERS
3.01. Classification of Members : The Association shall have six classes of Members, which classes shall include Regular Members, Associated Members, Student Members, Affiliate Members, Retired Members and Allied Members. Each Regular, Associate, Retired and Student Member shall have voting rights. No person shall hold more than one Membership in the Association.
3.02. Eligibility for Membership : Any person who meets the below listed specifications and who has attained the age of 18 years shall be eligible to apply for Membership in the Association. All persons submitting applications shall initially be known as "prospects" and shall be required to complete and submit an application.
3.02.1 Eligibility for Regular Membership : Any person who is employed in the counseling profession and who:
A. Holds a valid California school counseling credential and is employed as a public school counselor or supervisor in areas related to school counselors and/or comprehensive counseling services.
B. Holds a masters degree in counseling or higher in counseling or the substantial equivalent and is employed as a school counselor in a private setting.
C. Holds a masters degree or higher in counseling or the substantial equivalent and serves as a counselor educator in a graduate program that prepares school counselors.
D. Holds a masters degree and/or higher in counseling or equivalent and is serving in public education or in another capacity in a temporary assignment or duration.
3.02.2 Eligibility for Associate Membership : Any person who holds a master’s degree in counseling or is credentialed or licensed as a school counselor.
3.02.3 Eligibility for Student Membership : Any person who is enrolled in an institute of higher education in California in a recognized school counseling graduate program and whose course of study is leading to a credential or masters or doctoral degree in counseling and guidance, counseling, counselor education, or counseling psychology.
3.02.4 Eligibility for Affiliate Membership : Any person who has an interest in counseling, not eligible for any other type of membership, may become an Affiliate members.
3.02.5 Eligibility for Retired Membership : Any person who is retired from the profession status as indicated in section 302.1 and 302.2 shall maintain all the privileges of membership, Regular or Associate held prior to retirement.
3.02.6 Eligibility for Allied Membership : Any person who has corporate or business interest in supporting the goals of CASC may become allied members.
3.03. Admission to Membership : Any person, eligible for Membership under Section 3.02 of these Bylaws and meeting the qualifications described therein shall be admitted to Membership on the approval of the Board of Directors (or a Member¬ship Committee duly authorized, by resolution, to admit Members) of an application submitted by such person in such form and in such manner as shall be prescribed by the Board of Directors (or such Committee) and on the payment of the first annual dues as specified in Section 3.05 of these Bylaws.
3.04. Application Fee : There shall be no additional fee for making application for Membership in the Association.
3.05. Dues : The annual dues payable to the Association by Members shall be in such amounts as shall be determined by resolu¬tion of the Board of Directors, but in no event shall the annual dues exceed the amount of $250.00 without these Bylaws first having been amended to permit the same. Dues shall be payable for the first year (or partial year) on admission to Membership and annually thereafter at such time or times as may be fixed by the Board of Directors. A Member, on learning of the amount of dues determined by the Board of Directors and the time or times of payment fixed by the Board of Directors, may avoid liability for the dues by promptly resign¬ing from Membership, except where the Member is, by contract or otherwise, liable for the dues. The Board of Directors may, by resolution, establish requirements for exempting Members from the obligation to pay dues, or may set a lower level of dues for a described group of Members.
3.06. Assessments : Memberships shall be nonassessable.
3.07. Number of Members : There shall be no limit on the number of Members the Association may admit.
3.08. Transferability of Membership : Neither the Membership in the Association nor any rights in the Membership may be trans¬ferred or assigned for value or otherwise.
3.09. Membership List : The Association shall keep in written form or in any form capable of being converted into written form a Membership list containing the name, address, and class of each Member, if applicable. The list may also contain the fact of termination and the date on which such Membership ceased. Such list (or a copy thereof) shall be kept at the principal office of the Association and shall be subject to the rights of inspection required by law and as set forth in Section 3.10 of these Bylaws.
3.10. Inspection Rights of Members :
a. Demand: Subject to the Association's right to set aside a demand for inspection pursuant to Section 6331 of the Corporations Code and the power of the court to limit inspec¬tion rights pursuant to Section 6332 of the Corporations Code, and unless the Association provides a reasonable alternative as permitted by Section 3.10(c) of these Bylaws, a Member satisfying the qualifications set forth hereinafter may do either or both of the following:
1. Inspect and copy the record of all the Members' names, addresses, and voting rights, at reasonable times, on five (5) business days' prior written demand on the Association which demand shall state the purpose for which the inspection rights are requested; or
2. Obtain from the Secretary of the Association, on 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 the date of demand. The demand shall state the purpose for which the list is requested. The Membership list shall be available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date of which the list is to be compiled.
b. Members Permitted to Exercise Rights of Inspection: The rights of inspection set forth in Section 3.10(a) of these Bylaws may be exercised by any Member, for a purpose reasonab¬ly related to such person's interest as a Member.
c. Alternative Method of Achieving Purpose: The Association may, within ten (10) business days after receiving a demand pursuant to Section 3.10(a) of these Bylaws, deliver to the person or persons making the demand a written offer of an alternative method of achieving the purpose identified in said demand without providing access to or a copy of the Membership list. An alternative method, which reasonably and in a timely manner accomplishes the proper purpose set forth in a demand made pursuant to Section 3.10(a) of these Bylaws, shall be deemed reasonable unless within a reasonable time after acceptance of the offer, the Association fails to do those things, which it offered to do. Any rejection of the offer shall be in writing and shall indicate the reasons the alternative proposed by the Association does not meet the proper purpose of the demand made pursuant to Section 3.10(a) of these Bylaws.
3.11. Nonliability of Members : A Member of the Association shall not, solely because of such Membership, be personally liable for the debts, obligations, or liabilities of the Association.
3.12. Termination of Membership :
a. Causes: The Membership and all rights of Membership shall automatically terminate on the occurrence of any of the following causes:
1. The voluntary resignation of a Member;
2. Where a Membership is issued for a period of time, the expiration of such period of time;
3. The death of a Member;
4. The nonpayment of dues, subject to the limita¬tions set forth in Section 3.12(b) of these Bylaws; and
5. The termination of all Memberships or any class of Members upon the amendment of these Bylaws permitting the termination, pursuant to Section 4342 of the Califor¬nia Corporations Code.
6. Association members may be disciplined or expelled from membership for cause, including violations of the California Association of School Counselors’ (CASC’s) Ethical Standards for School Counselors. Any member charge with engaging in any such conduct shall be given notice of the precise charge against him/her, shall given the opportunity to present evidence in his/her behalf and be given the opportunity to confront witnesses against him/her. He/she shall have the right to appeal and have a hearing before the Board of Directors whose decision shall be final.
b. Nonpayment of Dues: The Membership of any Member who fails to pay his or her dues when due and within one hundred twenty (120) days thereafter shall automatically terminate at the end of such 180 day period, provided such Member was given fifteen (15) days prior written notice of the termination stating the reasons therefore. The notice shall be given personally to such Member or sent by first-class mail to the last address of such Member as shown on the records of the Association.
c. Effect of Termination: All rights of a Member in the Association and in its property shall cease on the termination of such Member's Membership. Termination shall not relieve the Member from any obligation for charges incurred, services or benefits actually rendered, dues, or fees, or arising from contract or otherwise. The Association shall retain the right to enforce any such obligation or obtain damages for its breach.
ARTICLE IV MEETINGS OF MEMBERS
4.01. Place : Meetings of Members shall be held at the principal office of the Association or at such location within the State of California as may be designated from time to time by resolution of the Board of Directors.
4.02. Regular Meetings : Regular business meetings of Members may be held at any time.
4.03. Annual Meetings : Unless the Directors shall establish by resolution a more convenient day and time, the Members shall meet annually on the 4th Friday of April in each year, beginn¬ing with the calendar year 2001, at 1:30 p.m. for the purpose of transact¬ing such proper business as may come before the meeting, including the election of Directors for such terms as are set in accordance with Section 5.03 of these Bylaws. If the election of Directors shall not occur at any such meeting of the Members or without a meeting by written ballot pursuant to Section 4.12 of these Bylaws, the Board shall cause (or thirty ) percent of the Members may cause) the election of Directors to be held at a special meeting of Members called and held as soon as it is reasonably possible after the adjournment of the annual meeting of the Members. If the day fixed for the annual meeting of Members falls on a legal holiday, such meeting shall be held at the same hour and place on the next succeeding day, unless the Directors have established another day therefore. However, if the Board of Directors schedules an annual convention of the Members, the annual meeting of the Members shall take place at and during said convention.
4.04. Special Meetings : Special business meetings of Members shall be called by the Members themselves or by the Board of Directors of the Association and held at such place within the State of California as is fixed in Section 4.01 of these Bylaws or at such times and places within the State of California as may be ordered by resolu¬tion of the Board of Direc¬tors. Thirty (30) percent or more of the Members of the Association may call special business meetings for any lawful purpose.
4.05. Notice of Meetings : Written notice of every special business meeting of Members shall be sent no less than 10 days or more than 90 days before the meeting to each Member who on the record date for notice of the meeting is entitled to vote.
In the event given by mail or other means of written com¬munication, the notice shall be addressed to the Member at the address of such Member appearing on the books of the Association or at the address given by the Member to the Association for the purpose of notice. Where no such address appears or is given, notice shall be given at the principal office of the Association. Upon request of the Board of Directors, the Secretary of the Association shall execute an affidavit of the giving of the notice of the meeting of Members. In the case of a specially called meeting of Members, notice that a meeting will be held at a time requested by the person or persons calling the meeting, which date shall be not less than thirty (30) days nor more than forty-five (45) days after receipt of the written request from such person or persons by the President or Secretary of the Association shall be sent to the Members forth¬with and in any event within twenty (20) days after the request was received. No business meeting of Members may be adjourned more than 45 days. If a meeting is adjourned to another time or place, and thereafter a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each Member of record who, on the record date for notice of the meeting, is entitled to vote at the meeting.
4.06. Contents of Notice : The notice shall state the place, date and time of the meeting. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the Members.
4.07. Waivers, Consents, and Approvals : The transactions of any meeting of Members, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote but not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
4.08. Quorum : A quorum at any meeting of Members shall consist of 5% of the voting power, represented in person or by proxy. For purposes of this Bylaw, "voting power" means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote on the happening of some condition or event which has not yet oc¬curred.
4.09. Loss of Quorum : The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough Members to leave less than a quorum, if such action taken, other than adjournment, is approved by at least a majority of Members required to constitute a quorum.
4.10. Adjournment for Lack of Quorum : In the absence of a quorum, any meeting of Members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted except as provided in Section 4.09 of these Bylaws.
4.11. Voting of Membership :
a. One Vote Per Member: Each Member is entitled to one vote on each matter submitted to a vote of the Members, and to one vote for each vacancy in the Board of Directors whenever Directors are to be elected.
b. Record Date of Membership: The record date for the purpose of determining the Members entitled to notice of any meeting of Members is sixty (60) days before the date of the meeting of Members. The record date for the purpose of determining the Members entitled to vote at any meeting of Members is twenty (20) days before the date of the meeting of Members. The record date for the purpose of determining the Members entitled to exercise any rights in respect to any other lawful action is twenty (20) days prior to such other action.
c. Cumulative Voting: Cumulative voting shall not be authorized for the election of directors or for any other purpose.
d. Proxy Voting: Members entitled to vote shall be permitted to vote or act by proxy. Any amendment of this provision creating or expanding proxy rights shall be adopted with approval by the Members. For purposes of this provision of these Bylaws, "approval by the Members" shall assume the same definition set forth in Section 5034 of the Corporations Code.
4.12. Action Without Meeting by Written or Electronic Ballot :
Ballot Requirements: Subject to the limitations specified in Section 4.10(b) of these Bylaws and contained in the Articles of the Association, any action which may be taken at any annual or special meeting of Members may be taken without a meeting. If an action is taken without a meeting, the Association shall distribute a written or electronic ballot to every Member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Association. Approval by ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
b. Election of Directors: Directors may be elected by written or electronic ballot.
c. Solicitation of Ballots: Ballots shall be solicited in a manner consistent with the requirements of giving notice of Members' meetings set forth in Section 4.05 of these Bylaws and of voting by written or electronic ballot set forth in Section 4.12(d) of these Bylaws. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation shall specify the time by which the ballot must be received in order to be counted.
d. Voting by Written or Electronic Ballot: When the Association has 100 or more Members, the form of written and/or electronic ballots distributed to Members shall afford an opportunity on the form of ballot to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the ballot is distributed, to be acted on by such ballot. In any election of Directors, any form of written or electronic ballot in which the Directors to be voted on are named therein as candidates and which is marked by a Member "with¬hold" or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld shall not be voted either for or against the election of a Director.
e. Revocation of Ballot: Unless otherwise provided in the Articles of Incorporation of the Association or these Bylaws, a written or electronic ballot may be revoked by a written request and must be received by the Association prior to the time specified on the ballot, but may not be revoked thereafter. Such a revocation shall be effective on its receipt by the Secretary of the Association.
4.13. Conduct of Meetings :
a. Chairperson: The President of the Association or, in his or her absence, any other person chosen by a majority of the Members present in person or by proxy shall be Chairperson of and shall preside over the meetings of the Members.
b. Secretary of Meetings: The Secretary of the Association shall act as the secretary of all meetings of Members; provided that in his or her absence, the Chairman of the meetings of Members shall appoint another person to act as secretary of the meetings.
c. Rules of Order: The Robert's Rules of Order, as amended from time to time, shall govern the meetings of Members insofar as those rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of the Association, or applicable law. Notwithstanding the foregoing, the use of such rules may be waived.
ARTICLE V BOARD OF DIRECTORS
5.01. Number and Titles: The Association shall have not less than nine (9) nor more than Sixteen (16) Directors, and this number shall be fixed from time to time by the Board of Directors, within the limits specified in this Bylaw. The Board of Directors shall consist of the officers of the Association (except the treasurer) and directors representing the following areas; High School Vice President, Middle School Vice President, Elementary School Vice President, Post-Secondary Vice President, Counselor Educator Representative, District Administrator/Supervisor Representative, Graduate Student Representative, Northern California Area Representative, Southern California Area Representative, Los Angeles County Area Representative, and Central California Area Representative.
5.02. Qualifications: The Directors of the Association shall be residents of the State of California. With the exception of the initial Directors, the Directors shall also be Regular Members, Associated Members, or Retired Members of the Association with the exception of candidates for the Graduate Student Director position.
5.03. Terms of Office: Except for initial Directors, term years shall begin on July 1 of each year. Unless elected during the middle of a term year, each Director shall hold office for a term of 2 years from the date of such Director's elec¬tion, and until such Director's successor is elected and qualifies under Section 5.05 of these Bylaws. In the event a Director is removed at a special meeting of the Members called and held as prescribed by Section 4.04 of these Bylaws, such Director shall hold office only until his or her removal. It is anticipated that the terms of approx¬imately one half of the Directors in office at any one time will expire in any given year. The Board, by majority vote, may designate the length of the term of each of the initial Directors (and the term of each Director elected to a vacancy created by the enlargement of the number of Directors) as either a one-year term, a two year term or a three year term.
5.04. Nomination: Any person qualified to be a Director under Section 5.02 of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.
5.05. Election: The Directors (except initial Directors or Directors elected to a vacancy created by the enlargement of the number of Directors or otherwise) shall be elected at each annual meeting as prescribed by Section 4.03 of these Bylaws or by written or electronic ballot as authorized by Section 4.12 of these Bylaws. The can¬didate receiving the highest number of votes for each office will be elected. Directors shall be eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by Section 5.02 of these Bylaws.
5.06. Compensation: The Directors shall serve without compensation except that (upon approval of the Board) they shall be allowed and paid their actual and necessary expenses incurred in attending the meetings of the Board.
a. Call of Meetings: Meetings of the Board may be called by the President or any four (4) officers and/or Directors of the Association.
b. Place of Meetings: All meetings of the Board shall be held at the principal office of the Association as speci¬fied in Section 1.01 of these Bylaws or at such other place specified in the notice of said meeting.
c. Time of Annual Meetings: Annual meetings of the Board shall be held within 90 days prior to the end of the Associa¬tion's fiscal year to elect officers and to transact other business. If no such meeting is held at such time, the annual meeting shall take place at the principal office of the corpora¬tion as soon as possible after or at such other time and place specified in the notice of said meeting. However, if the Board of Directors schedules an annual convention of the Members, the annual meeting of the Board of Directors shall take place during said convention.
d. Special Meetings: Special meetings of the Board may be called by the President or at the request of any four (4) officers and/or Directors of the Association. Special meetings shall be held on twenty-one 21 days’ notice by mail. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commence¬ment, the lack of such notice to such Director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
e. Regular Meetings: There shall be no requirement for regular meetings of the Board of Directors except for Annual Meetings.
f. Quorum: Fifty percent plus one of the existing number of Directors (but not fewer than nine) shall constitute a quorum of the Board for the transaction of business, except as hereinafter provided.
g. Transactions of Board: Except as otherwise provided in the Articles, in these Bylaws, or by law, 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 in the act of the Board provided, however, that any meeting at which a quorum was 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 for such meeting, or such greater number as is required by the law, the Articles, or these Bylaws.
h. Conduct of Meetings: The President or, in his or her absence, the President-elect or in his or her absence, the Executive Vice President or in his or her absence, any Director selected by the Directors present, shall preside at meetings of the Board of Directors. The Secretary of the Association or, in the Secretary's absence, any person appointed by the presiding officer shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at the meeting.
i. Adjournment: A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
5.08. Action Without Meeting: Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.
5.09. Removal of Directors:
a. Removal for Cause: The Board may declare vacant the office of a Director on the occurrence of any of the following events:
1. The Director shall cease to be qualified as set forth in Section 5.02;
2. The Director has been declared of unsound mind by a final order of court;
3. The Director has been convicted of a felony;
4. The Director has been found by a final order or judgment of any court to have breached duties imposed by Section 7238 of the Corporations Code on directors who perform functions with respect to assets held in charit¬able trust; or
5. The Director has failed to attend three meetings of the Board during a given calendar year or four consecutive meetings whether or not occurring in the same calendar year. No Director shall be removed by virtue of a reduc¬tion in the number of authorized Directors. Instead, all Directors serving after the effective date of such reduction shall serve out their respective terms. As a term expires, or as Direc¬tors resign or are removed for other reasons, the office occupied shall lapse.
b. Removal Without Cause: Any or all of the Directors may be removed without cause if, where the Association has fewer than fifty (50) Members, such removal shall be approved by a majority of all Members pursuant to Section 5033 of the Corporations Code; or where the Association has more than fifty (50) Members, such removal shall be approved by the Members within the meaning of Section 5034 of the Corporations Code.
5.10. Resignation of Director: Any Director may resign effective on giving written notice to the President, the Secretary, or the Board of Directors of the Association, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
5.11. Vacancies in the Board:
a. Causes: Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director; whenever the number of Directors authorized is increased; and on the failure of the Members in any election to elect the full number of Directors authorized.
b. Filling Vacancies by Directors: Except for a vacancy created by the removal of a Director pursuant to Section 5.09 of these Bylaws, vacancies on the Board of Directors may be filled by approval of the Board of Directors, or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office; (2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice as provided in Section 5.07(d) of these Bylaws; or (3) a sole remaining Director.
c. Filling Vacancies by Members: Vacancies created by removal of Directors shall be filled only by the approval of the Members within the meaning of Section 5034 of the Corpora¬tions Code. The Members may elect a Director at any time to fill any vacancy not filled by the Directors.
5.12. Committees of the Board: The Directors may appoint from among its members such committees as it may from time to time deem advisable to perform such general or special duties as may from time to time be delegated to any such committee by the Directors. An Executive Committee of the Board may be empowered to act for the Board between meetings. The Executive Committee shall consist of the Executive Vice President, President-Elect, the President, the Past President, the Corporate Secretary, and as an ex officio members the Executive Director and the Treasurer.
5.13. Other Appointed Positions and Duties:
a. Executive Director.
a.1 The Board of Directors according to CASC Policies and Procedures shall appoint The Executive Director.
a.2 The Executive Director shall maintain CASC’s records, serve as an ex officio member of the Executive Committee, administer the affairs of the Association and perform such other duties as are incidental to this office, in accordance with CASC’s mission and vision, subject to the provisions of its Bylaws, and such policies as may be adopted by the Board of Directors.
a.3 The job description for the Executive Director is delineated in the CASC policies and procedures.
ARTICLE VI OFFICERS
6.01. Number and Titles: The Officers of the Association shall consist of (but shall not necessarily be limited to) a President, a President Elect, an Executive Vice President, an Immediate Past President, a Secretary and Treasurer, each of whom shall be either Regular or Associate Members. The Board may create additional position(s).
6.02. Appointment and Resignation: The Officers shall be chosen by the Board and serve at the pleasure of the Board, subject to the rights, if any, of an office under any contract of employ-ment. Any Officer may resign at any time on written notice to the Association without prejudice to the rights, if any, of the Association under any contract to which the Officer is a party.
6.03. Election and Term of Office: The Board shall elect the Officers except for the Executive Vice President as soon as convenient after the Annual Meeting of the Members. Except for the initial officers, the term of office shall be for one (1) year, and no Officer may serve more than two (2) consecutive terms in the same office without the approval of two-thirds of a quorum of the Board of Directors. It is anticipated (but it shall not be required) that there will be an orderly succession of Officers, in that the President shall have previously served as President Elect, and so forth and so on.
6.04. Duties of Officers: The duties of the Officers shall be those common to the respective offices held. Such duties shall include, but not be limited to, the following:
a. President: The President shall serve as an ex-officio member on all committees except the Nominating Committee; and shall, with the Secretary, execute, on behalf of the Association, all documents and instruments when authorized by the Board of Directors. The President is a member and presides over the Executive Committee. The President has, subject to the control of the Board, general supervision, direction, and control of the business and affairs of the Association. The President shall preside at all meetings of the Members and the Board. The President has general powers and duties as may be prescribed by the Board.
b. President Elect: The President Elect shall assist the President in general supervision over the business of the Association subject to the control of the Board of Directors and serves as a member of the Executive Committee. He/she shall perform all other duties as from time to time may be assigned by the Board. In the absence or disability of the President, a President Elect shall perform all of the duties of the President or shall serve as Interim President until the next Annual Meeting of the Members. When so acting, a President Elect shall have all the powers of, and be subject to all the restrictions upon, the President.
c. The Immediate Past-President shall serve as a member of the Board of Directors and the Executive Committee and shall perform such duties as may be directed by the President and the Board of Directors. The Immediate Past-President shall serve as chair the Nomination and Election Committee and shall co-chair the conference.
d. Secretary: The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, the minutes of all meetings of Members and the Board, with the time and place of holding whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board meetings, the number of Members present at Members' meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Association's Bylaws, as amended to date; shall keep the seal of the Association in safe custody; and shall have such other powers and perform such other duties as may be prescribed by the Board. The Secretary shall serve as a member of the Executive Committee.
e. Treasurer: The Treasurer is the chief financial officer of the Association and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Associa¬tion; and shall send, or cause to be sent, to the Members of the Association such financial statements and reports as these Bylaws require to be sent to them. The Treasurer shall disburse the funds of the Association as designated by the Financial Policies of the Association; shall render to the President and the Board whenever they request it, an account of all transactions as Treasurer, and of the financial condition of the Association; and shall have such other powers and perform such other duties as may be prescri¬bed by the Board. The Treasurer shall serve as an ex officio member of the Executive Committee.
f. Executive Vice President: The Executive Vice President shall assist the President-Elect in general supervision over the business of the Association subject to the control of the Board of Directors and shall serve as a member of the Executive Committee. He/she shall perform all other duties as from time to time may be assigned by the Board. In the absence or disability of the President Elect, the Executive Vice President shall perform all of the duties of the President Elect until the next Annual Meeting of the Members.
6.05. Removal, Resignation and Vacancies:
a. Removal: Any Officer may be removed, with or without cause, by the Board at any time.
b. Resignation: Any Officer may resign at any time by giving written notice to the Association. Any such resigna¬tion shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resigna¬tion shall not be necessary to make it effective. An Officer who does not qualify as a Member of the Association per Article I, shall cease to be an Officer of the Association.
c. Vacancies: Any vacancy occurring among the Officers may be filled by the Board of Directors at their next meeting or at a special meeting. Such Officer shall be eligible for nomination for a succeeding term.
ARTICLE VII COMMITTEES, TASK FORCES AND PARTNERSHIPS OF THE ASSOCIATION
7.01. Appointment : The Directors may appoint from among the Members such committees as it may from time to time deem advisable to perform such general or special duties as may from time to time be delegated to any such committee by the Board. The chairman and members of such committees shall be appointed by the President with the approval of the Board. The duties and duration of such committees may be determined by the President with the approval of the Board. Such Committees may include a Nominating Committee, a Membership Committee, an Events Commit¬tee and a Finance Committee.
7.02. Standing Committees. The standing committees shall be:
a. Bylaws: Annually reviews the Bylaws of the Association and make recommendations concerning revisions to the Board of Directors.
b. Ethics: Annually reviews the Ethical Standards of the Association and assist the membership in understanding ethical practices.
c. Nominations and Elections: Annually follows guidelines for selecting candidates for election to the Association’s Board of Directors in accordance with Article 3, Section 2 of these bylaws. The Immediate Past President shall chair the Nominations and Elections Committee.
d. Conference: Annually plans the Association Conference. The President-Elect and the Immediate Past-President shall co-chair the annual conference and shall work in conjunction with the Conference Committee Chair.
7.03 Task Forces. The Directors may create from among the members such task forces, as it may from time to time deem necessary. The President shall form such task forces and shall appoint task force chairs.
7.04 Chapters. The Directors may approve by a two-thirds vote the affiliation of regional chapters providing the chapters have met the membership and bylaws review requirements. Chapters are required to submit an annual report to the Board of Directors.
7.05 Partnerships. Partnerships may be created by the Directors with other organizations, business and/or industries from time to time in keeping with the goals of the Association and in response to organizational planning and the needs of the membership.
ARTICLE VIII CORPORATE RECORDS, REPORTS, AND SEAL
8.01. Keeping Records : The Association shall keep adequate and correct records of account and minutes of the proceedings of its Members, Board, and committees of the Board. The Association shall also keep a record of its Members giving their names and addresses and the class of Membership held by each. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.
8.02. Annual Report : The annual report otherwise required by Section 6321(a) of the Corporations Code is hereby expressly dispensed with.
8.03. Annual Statement of Certain Transactions and Indem¬nifications : The Association shall furnish annually to its Members a statement of any transaction or indemnification described in Section 6322(d) and (e) of the Corporations Code, if such transac-tion or indemnification took place.
8.04. Corporate Seal : The Board of Directors may adopt a corporate seal. The Secretary of the Association shall have the custody of the seal and affix it in all appropriate cases to all corporate documents. Failure to affix the seal shall not, however, affect the validity of any instrument.
ARTICLE IX INDEMNIFICATION
9.01. Definitions : For the purposes of this Article, "agent" means any person who is or was a director, officer, employee, or other agent of the Association; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" include without limitation attorneys' fees and any expenses of establishing a right to indemnification under this Article.
9.02. Indemnification in Actions by Third Parties : The Association shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding to the maximum extent permitted by the California Non-profit Public Benefit Corporation Law, by reason of the fact that such person is or was an agent of the Association, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding.
9.03. Advance of Expenses : Expenses incurred in defending any proceeding may be advanced by the Association prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indem¬nified as authorized in this Article.
9.04. Other Indemnification : No provision made by the Association to indemnify its 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. Nothing contained in this Article shall affect any right to indem-nification to which persons other than such directors and Officers may be entitled by contract or otherwise.
9.05. Insurance : The Association shall have power to purchase and maintain insurance on behalf of any agent of the Association against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Association would have the power to indemnify the agent against such liability under the provision of this Article.
ARTICLE X FISCAL RESPONSIBILITIES
10.01 Fiscal Year. The fiscal year of the California Association of School Counselors, Inc. shall be from July 1st through June 30th.
10.02 Budget. The development and proposal of the budget shall be the responsibility of the Finance Committee with the concurrence of the Board of Directors. The Budget shall be submitted for approval to the Board of Directors at the first meeting of the fiscal year.
10.03 Expenditure of and Accounting of Funds. The Finance Committee with the concurrence of the Board of Directors shall be responsible for setting up adequate procedures for the control and expenditure of funds. The Board of Directors, within forty-five (45) days following the end of each fiscal year, shall receive from the Treasurer, in writing, a complete and detailed financial statement.
10.04. Contracts and Agreements. No individual may enter into a contract or agreement with any other individual or entity in the name of the California Association of School Counselors, Inc. without prior approval of the Board of Directors or as indicated in the Financial Policies and Procedures.
ARTICLE XI AMENDMENTS
11.01. Amendment by Members : New Bylaws may be adopted, or these Bylaws may be amended or repealed, by a majority of the Members, or their proxies, or by the written assent of these persons, except as otherwise provided by law or the Articles of Incorporation.
11.02. Amendment by Directors : Subject to the rights of the Members under Section 10.01 of these Bylaws, any Bylaw other than a Bylaw fixing or changing the authorized number of directors may be adopted, amended or repealed by a 2/3's majority vote of the Board of Directors taken at a meeting wherein a quorum is present. However, as long as the Articles of Incorporation or Bylaws adopted by the Members provide for an indefinite number of directors within specified limits, the directors may adopt or amend a Bylaw fixing the exact number of directors within those limits.
ARTICLE XII MISCELLANEOUS
12.01. Construction : Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Corporations Code shall govern the construction of these Bylaws. Without limiting the generality of the foregoing: the masculine gender includes the feminine and neuter; the singular number includes the plural; the plural number includes the sing¬ular; and the term "person" includes both a corporation and a natural person.
12.02 Severability : Every provision of these Bylaws is severable, and if any term or provision hereof is held to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not effect the validity of the remainder of these Bylaws or any other provision thereof.
12.03 Headings : The headings in these Bylaws are for convenience only and shall not affect the construction hereof.
12.04 Venue : These Bylaws shall be governed by, and con¬strued and enforced in accordance with, the laws of the State of California and venue for any action brought hereunder shall lie in the courts of Los Angeles County, California.
12.05 Parliamentary Authority. Robert’s Rules of Order (in its latest edition) shall be the parliamentary authority for the California Association of School Counselors, Inc. in all cases not covered by these bylaws.
12.06 Term of Existence. The California Association of School Counselors, Inc. shall continue in existence unless terminated by a two-thirds (2/3) vote of the Board of Directors. If for any reason the California Association of School Counselors, Inc. ceases to exist, or for any reason the California Association of School Counselors, Inc. is dissolved and terminated all of its assets shall be distributed to individuals and/or institutions, within keeping of the purposes of the California Association of School Counselors, Inc. bylaws, and in a manner consistent with the purposes and objects set forth herein and as an organization described in Section 501 (c)(6) of the California Corporations Code and the laws of the State of California.
Amended August 9, 2003
Amended December 9, 2007
Amended March 13, 2010
Amended March 3, 2012
Amended August 12, 2012
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