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​​​Chico Heritage Association


225 Main Street

Garden Walk Mall

Suite D

Chico, CA 95928




Office hours

Mon. Tues. Wed. Thur.

Noon to 3 PM




PO Box 3517
Chico CA 95927


530-345-7522


BYLAWS OF

CHICO HERITAGE ASSOCIATION

A California Nonprofit Public Benefit Corporation




ARTICLE I

Name




The name of this corporation shall be the CHICO HERITAGE ASSOCIATION.




ARTICLE II

Principal Office




    The principal office for the transaction of the business of the corporation (“principal executive office”) is located at  225 Main St. Suite D (Garden Walk Mall) Chico, Butte County, California.  The directors may change the principal office from one location to another.  Any change of this location shall be noted by the secretary on these bylaws opposite this section, or this section may be amended to state the new location.




ARTICLE III

Objectives and Purposes




The public purposes for which this corporation is organized are::




A.  To encourage and support the preservation, maintenance, enhancement, restoration and protection of structures, neighborhoods, monuments, artifacts and natural resources that exemplify or constitute a part of the historic, architectural or other cultural heritage of the Greater Chico Area in the County of Butte, State of California.




B.  To develop and disseminate information to accomplish the purposes of the organization..




C.  To coordinate its efforts in a cooperative manner with other organizations having similar purposes in the Greater Chico Area.                                                                                                   

 

In connection with the above purposes, the corporation may exercise all rights and powers conferred on nonprofit corporations under the laws of California, including the right to acquire, hold, manage, administer and expend property and funds. 




The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.







ARTICLE IV

Nonpartisan Activities




    No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.




ARTICLE V

Dedication of Assets




    The properties and assets of this nonprofit corporation are irrevocably dedicated to charitable or educational purposes.  No part of the net earnings, properties or assets of this corporation, on dissolution or otherwise, shall be used for the benefit of any private person or individual, or any member or director of this corporation.  On liquidation or dissolution all properties and assets and obligations shall be distributed and paid over to another 501(C)(3)  organization dedicated to similar purposes.




ARTICLE VI

  Membership




Section 1:  Eligibility and Voting Rights. 

Any person dedicated to the purposes of this corporation shall be eligible for membership upon payment of dues.  The Board of Directors will, from time to time, review and set the dues structure.  Classes of membership include but are not limited to: Individual, Family, Business & Professional, Supporting and Patron.  

B.  Payment of dues at the individual membership level shall entitle one adult from the household or business a vote at any meeting of the members of the organization even if more than one name is included on the membership form.  Payment of dues at the family level or higher shall entitle two adult members of the same household or business to vote at any meeting of members of the organization.  




C. Membership benefits may not be transferred 




Section 2: Termination.

Membership terminates when a member either resigns in writing or fails to pay the annual dues during the time period set by the board of directors. 
Membership may be terminated by a majority vote of the Board of Directors if a member has acted in a way which is deemed to be seriously detrimental to the good of the organization.  







ARTICLE VII

Meetings of Members

Annual Meeting




A.  The annual meeting of members shall be held during the first quarter of each year, on a date and at a place set by the Board of Directors.  The election of Board Members will take place at the annual meeting each year.  A report on the previous year’s activities, including an accounting of finances,  must be presented.  Other business such as the revision of these bylaws may be transacted at the Annual meeting. Members must be notified as to the time and place of the annual meeting.   Members may be notified by electronic means or by regular mail, using email or mailing addresses on file with membership applications. Notice of the meeting must be sent so members could reasonably be expected to receive it no less than 10 days before the meeting.




B.  The notice of the meeting shall include a description of the general nature of proposals, if any,  to the voted upon as well as the list of candidates for positions on the Board of Directors. 

C.  Attendance by a person at a meeting shall constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business due to the inadequacy of notice.




 Special Meeting

    

D.  Special meetings of members may be called by any one of the following:

    The President of the Board of Directors

    A majority of the members of the Board of Directors

    Ten or more members of the organization or 5% of the membership, whichever is greater.




E.  If a special meeting is requested by the members the request must be presented in writing  to the President of the Board of Directors or to a majority of the members of the Board of Directors, stating the general nature of the business proposed to be transacted.  Upon the receipt of such a request the Board of Directors must notify members and hold the meeting not less than 35 days nor more than 90 days after the request is received.

    

F.  If a special meeting of the members is called by the president or the Board of Directors such a meeting may be held at any time set by them. Notification of members of special meetings must follow the same guidelines as set for the Annual Meeting.




G.  If a special meeting is called, the notice sent to members must include a description of the general nature of business to be transacted and no other business may be transacted.  




  Quorum




H.  Twenty members, eligible to vote, shall constitute a quorum at the Annual meeting or at any special meeting of members. Once a quorum of members is present, business may be transacted and votes taken even if members withdraw so that the required number is no longer present.  Any votes taken must be approved by at least the majority of members required for a quorum.  




I.  Voting may be by voice vote, by hand vote or by ballot.  Any member present may request a vote by ballot on any issue to be decided, including the election of Member of the Board of Directors at the Annual meeting. 




J.  Voting rights may not be exercised by proxy. Members entitled to vote must be present at the meeting to do so.




ARTICLE VIII

Directors




The President of the Board of Directors shall appoint a nominating committee each year.  This committee will select qualified candidates for the Board of Directors.  The committee will solicit input from members.  Members may recommend candidates to the nominating committee.  Nominations for positions on the Board of Directors  will be accepted from the floor at the Annual Meeting.   A list of those nominated prior to the meeting must  be presented to the members along with the notification of the time and place of the Annual Meeting.
No assets of the organization shall be used in support of any candidate or candidates. If space in any publication of the organization is made available to any candidate, the same space must be made available to all candidates.
One-half of the directors shall be elected at each Annual Meeting, to hold office for two years. Directors may be re-elected for additional terms.  
If the number  candidates presented for election to the Board of Directors exceeds the number of available positions then a written ballot will be prepared. and each eligible voter shall have as many votes as the number of directors to be elected. No members may cast more than one vote for any candidate. Candidates receiving the highest number of votes will be elected.
The affairs of the organization will be managed by the Board of Directors.  The directors have the power to fix an annual budget for the organization, authorize expenditures, enter into contracts on behalf of the organization, arrange for and alter the principal place of business and to represent the organization to the community.  
The number of Directors shall be not more than sixteen, nor fewer than eight. 
Any Director may resign by giving written notice to any officer of the Board of Directors, except when the organization would be left without a duly elected director or directors in charge of the affairs of the organization.
At the first regular Board of Directors meeting following the annual meeting the members of the Board shall elect officers.
The officers of the corporation shall be president, vice-president, secretary and treasurer. The officers will serve until the next election unless removed by a majority of board members or resignation by the officer.  Officers may serve any number of consecutive terms.  Any vacant office may be filled by the board of directors.
The responsibilities of the officers shall be as follows:  President: generally supervise, direct and control the business of the organization.  Preside at meetings of members an of the board of directors.  Vice-President: shall assist the president and preform all duties of the president if the president is unable to do so.  The vice-president may be assigned other duties by the board of directors.  Secretary: Shall keep minutes of all meetings of the organization and of the board of directors. The minutes should reflect the proceedings of meetings, record any votes on motions made and include a list of members present at any meeting.  Treasurer: Shall keep adequate and correct records of the finances of the organization.  The treasurer shall deposit any funds received by the organization, including dues paid by members.  The treasure will keep a list of members including the class of membership and the date membership was paid.  The treasure will disburse funds to pay any expenditures authorized by the board of directors. The treasurer will make regular reports to the board of directors and will make the records of the organization open for inspection by any director upon reasonable notice. The treasurer will prepare an annual financial statement for the annual meeting. 
The organization shall keep:  Adequate and correct books and records of account;  Minutes in written form of the proceedings of meetings of members and of the Board of Directors.  Copies of the minutes shall be filed at the principal office at the end of each year.  A record of its members, giving their names and addresses and the class of membership held by each. A copy of this record shall be filed at the principal office at the end of each year.
Any member of the organization may inspect the accounting books and membership records and minutes of the proceedings of the members or the board meetings at any reasonable time, for a purpose reasonably related to such person’s interest as a member.Any inspection and copying under this Section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.  Copies of the membership list, however, may not be provided by any member to any other organization, business or person without express permission by the Board of Directors.
Within one month following each annual meeting the member of the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers and the transaction of other business.  

    The Board of Directors shall decide on a schedule of regular meetings sufficient to meet the needs of the organization and shall meet regularly to attend to the business of the organization. 

    A majority of the directors serving at any time, shall constitute a quorum for the transaction of business.  

    At the discretion of the president, directors may decide on an issue that arises between regularly scheduled meetings by an electronic vote.  Any such vote shall be ratified at the next regular meeting of the board and included in the minutes of that meeting.

    Members of the organization may attend board meetings.  If a members wishes to have items added to the agenda of a Board Meeting the President of the board should be notified prior to the meeting.  Members may participate in discussion but not vote at board meetings. 




Article XI 

Amendments




    New bylaws may be adopted or these bylaws may be amended or repealed by approval of the members.  Any amendments to these bylaws must be presented at an annual meeting or special meeting, with notice given and voting rights determined as previously determined in this document. Amendments must be approved by a majority vote at the meeting where presented.







Bylaws adopted Date _______________________Type your paragraph here.