Bylaws
TACC Bylaws
The Bylaws of the Triple-A Council of California were amended in July,
2006. The pdf format may be printed.
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for
the regulation, except
as otherwise provided by statute or
its Articles of Incorporation
of
THE
TRIPLE-A COUNCIL OF CALIFORNIA, INC.,
a
July,
2006
A. The corporation's principal office shall be fixed and located at such place as the Board of Directors (herein called the "Board") shall determine. The Board is granted full power and authority to change said principal office from one location to another.
B.
Branch or subordinate offices may be established at any time by the Board
at any place or places in
The mission of the Triple-A Council of
California (TACC) is to promote communication and collaboration among local
advisory councils, and key state partners:
·
Educate through the exchange of information, ideas, trends, and
models of service delivery,
·
Advocate on issues of concern in local/state planning processes,
·
Strengthen the effectiveness of local advisory councils.
The corporation shall have no members. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board. All rights which would otherwise vest in the members shall vest in the directors.
A. Shall, subject to
the limitations of the Articles of Incorporation and these bylaws, direct the
affairs and activities of the corporation.
B. May authorize,
adopt, and amend an administrative manual for the corporation.
C. May borrow money
and incur indebtedness for the purpose of the corporation, and to cause to be
executed and delivered therefore, in the corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, or other
evidence of debt and securities.
The Board shall consist of no less than thirty-three (33) and no more than thirty-nine (39) Directors who:
1. Are serving as
the current chairperson of an advisory council to an Area Agency on Aging in the
state of
2. Or are currently serving as one of the elected officers of the corporation.
3. Or is the immediate past-president of the corporation.
A. An Alternate Director may be designated by each advisory council to substitute for the Director, in her/his absence.
B. The Alternate Director shall be appointed by the advisory council concerned and must be a member of that council.
C. Acting for the Director, the Alternate Director shall have all rights and privileges of a Director subject to restrictions contained in the bylaws.
D. If the Director and Alternate Director are both present at a TACC meeting, only the director shall be entitled to reimbursement for that entire meeting.
Each Director shall have one vote. Alternate Directors may vote only in the absence of an elected director.
A. All meetings of
the corporation shall be held in
B. Regular meetings
of the Board shall be held at least twice a year.
The Annual Meeting shall be that which is nearest to July 1.
C. The President, or five (5) Directors, may call a special meeting or change the date and time of a regular or annual meeting on written request to the Secretary of the Board, provided notice of such meeting is delivered by mail or personally to each Director at least seventy-two (72) hours prior to the meeting.
A. A quorum for the transaction of business shall be comprised of one-third (1/3) of the current members of the Board.
B. 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 for such meeting.
C. Each Director or alternate Director shall have one vote, and shall vote in person. Each act done or decision made by a majority of the Directors present at the meeting duly held at which a quorum is present is an act of the Board.
The Board of Directors may select former Directors to serve as Honorary Directors. Honorary Directors may attend meetings and speak, but they may not propose motions, vote or preside. They must be a member of their local Area Agency on Aging Advisory Council while serving as an Honorary Director. Other qualifications may be established by the Board.
The Directors, alternate Directors and Honorary Directors shall serve without compensation provided, however, that nothing in this section shall prohibit reimbursement of the Directors, alternate Directors and Honorary Directors for their actual allowable expenses which have been fixed and determined by the Board.
The officers of the Board shall be a President, Vice President, Recording Secretary, Treasurer, and Member-at-Large.
A. The Board shall elect the officers from its membership at the Annual Meeting.
B. Nominations for these offices shall be made by the Nominating Committee and delivered by postal mail or email to all Board members at least 30 days prior to the Annual Meeting (or other election meeting). Additional nominations may be made by the Directors at this meeting. The consent of each nominee shall have been obtained prior to the nomination.
C. Installation of officers shall take place at the Annual Meeting.
D. All officers
shall have served at least one year on an Advisory council to an Area Agency on
Aging in
E. The term of office shall be for one year.
F. No officer shall be elected to hold office for more than two consecutive terms.
G. An officer of the corporation may continue to serve or be elected or re-elected as an officer. However, a Director may not hold an elective position for more than six (6) consecutive years.
A. An officer may be removed for cause from office by a vote of two-thirds (2/3) of the entire membership of the Board. The proposed action shall have been placed on the agenda and the officer shall have been notified in writing.
B. A vacancy occurs when an officer is no longer a member of a local Advisory Council.
C. Any officer may resign at any time by giving written notice to the Board. Any such resignation shall take effect on the date of receipt of such notice or at any later time specified therein. Unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Vacancies in offices of the Board occurring between annual elections shall be filled for the unexpired term of the office by the same procedure used in the annual elections.
A. If present, shall preside at all meetings of the Board.
B. May execute contracts and other legal instruments when authorized by the Board.
C. Shall appoint chairpersons and members of committees subject to approval of the Board.
D. May be given additional duties consistent with these bylaws.
E. May represent the corporation personally, or may appoint a Director to represent the corporation, to any outside association or group as would be appropriate to this corporation's function and/or purpose.
F. Shall be responsible for the preparation of an annual report, such report, after approval of the Executive Committee, to be distributed to each Area Agency, the Department of aging and other interested parties as resources permit.
In the absence, or the inability to act, of the President, the Vice president shall act with all the authority of the President.
The recording Secretary shall:
A. Certify and keep at the principal office of the corporation the original, or copy, of these bylaws as amended or otherwise altered to date.
B. Keep or cause to be kept at the principal office of the corporation a book of minutes of all meetings of the Board, recording therein the time and place of holding whether regular or special, and if special how authorized, notice thereof given, names of those present at said meetings and proceedings thereof.
C. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
D. Keep or cause to be kept at the principal office of the corporation a membership book containing the name and address of each Director and Alternate Director, and, in any case where membership has been terminated, he/she shall record such fact in the book together with the date on which membership ceased.
E. Exhibit at all reasonable times to any Director, or his/her agent or attorney, on request thereof, the bylaws, the membership book, and the minutes of the proceedings of the Board.
F. And in General, perform all duties related to the office of Recording Secretary and other duties as may be assigned by the Board.
A. Keep or cause to be kept adequate and correct accounts of the: corporation's properties and business transactions, including accounts of its assets & liabilities.
B. Exhibit at all reasonable times the books of accounts and financial records to any Director, or to his/her agent or attorney upon request.
C. Render the President and Board of Directors, on five (5) days notice, an account of any or all of the transactions and the financial condition of the corporation.
D. Prepare or cause to be prepared an annual audit and certification of the financial statements to be included in the annual report to the Directors.
E. Present to the Directors, not later than 120 days following the close of the corporation's fiscal year, a written report of the financial status of the corporation with a copy attached to the minutes of such regular meeting.
F. And perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board.
A. Executive Committee
1. The Executive Committee shall consist of the elected officers (President, Vice President, Recording secretary, Treasurer, and Member‑at‑Large) and the immediate Past President of the Corporation. All members of the Executive Committee shall have voting privileges.
2. The Executive Committee serves in an advisory capacity to the President and to the Board and is empowered to act for the Board in an emergency. Such action must be approved by the Board, retroactively at the next regular meeting.
B. Nominating Committee:
1. The Nominating Committee shall consist of three Directors: the immediate past President, the Member-at-Large, and one Director selected by consensus of those Directors present at the first meeting after January 1 of each year. Should the services of the Committee be required earlier due to a vacancy in an office, it shall be so selected at the first regular meeting after the vacancy occurs. A quorum must be present at the time of the selection.
2. The Nominating Committee shall present a slate of nominations for officers of the Board in accordance with the provisions of Article IV, Section 2.
3. Vacancies in the Nominating Committee occurring after its selection, but prior to the annual meeting, shall be filled by the Executive Committee.
C. Legislative Committee:
1. The President shall appoint the Chairperson subject to approval of the Executive Committee.
2. The President and Vice President shall serve as members, ex officio.
3. The duties of the Committee shall include the following:
a. Review proposed
federal and state legislation affecting the elderly population of
b. Make reports and
recommendations to the Board regarding federal or state legislation affecting
the elderly population of
c. And advocate legislation in support of legislative platform.
The Board, by resolution, may establish additional committees advisory groups, or task forces, with fixed terms. Such groups are advisory to the Board, and no action may be taken by them except to make recommendations. The membership and chairpersons shall be appointed by the President subject to the approval of the Board.
With the exception of the Executive and Nominating committees, the President may appoint non-Directors to serve as committee members. The committee chair must be a Director and the majority of the committee members must be Directors.
The fiscal year of the corporation shall be July 1 through June 30.
No Director of the Board shall take part in any proceedings or vote in any matter in which he/she or members of his/her immediate family has/have a financial interest.
Any Director may propose amendments to these bylaws. Proposed amendments must be submitted in writing to the Recording Secretary of the Board. The Executive Committee shall be responsible for reviewing the proposal, placing the proposal on the agenda for the next regular meeting, and presenting a recommendation to the Board at that meeting. These bylaws shall be amended only with the concurrence of at least two-thirds (2/3) of the Directors present and voting.
Amendments shall become effective immediately upon their adoption.
All meetings shall be conducted according to "Roberts Rules
of Order Newly Revised," except when in conflict with these bylaws or with
the laws of the State of
Original bylaws adopted August 19, 1978, amended February 16, 1979, February 16, 1981, October 7, 1982, July 24, 1986, May 27, 1987, January 26, 1989, May 24, 1989, March 23, 1994, January 25, 1995, December 4, 1996, January 27, 1999, March 22, 2000, November 20, 2002, March 9, 2005, and July 26, 2006 are on file with the Triple-A Council of California.