BYLAWS OF THE
CREDIT MANAGERS ASSOCIATION OF CALIFORNIA
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ARTICLE III
Directors
A. Effective May 1, 2004:
Section 1. This Corporation shall be governed by a Board of Directors (hereafter referred to as the Board) of not less than thirteen (13) nor more than sixteen (16) individuals.
(a) Thirteen (13) members of the Board shall be authorized representatives of members companies, consisting of four (4) Officers and nine (9) Directors.
(b) A maximum of three (3) additional Directors may be nominated and elected who are employees of member companies but who may not be designated representatives thereof. Such Directors shall not be eligible to be elected as Officers.
Section 2. Terms of office of Directors who are not Officers
(a) Directors who are designated representatives of member companies:
Three (3) Directors shall serve for one (1) year. Six (6) Directors shall serve for three (3) years. Three-year terms shall be staggered so that the terms of one-third of all Directors with three-year terms expire each year.
(b) Directors who are not designated representatives of their companies shall serve for terms of one (1) year.
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Section 3. Term limits
(a) A Director who is a designated representative shall not be eligible for re-election following the completion of the number of consecutive terms indicated below.
One-year terms a maximum of three (3) terms
Three-year terms a maximum of two (2) terms
(b) A Director described in Section a above who has exhausted the number of one-year terms shall be limited to one (1) three-year term. A Director who has exhausted the number of three-year terms shall thereupon be subject to the provisions of subsection (c) below.
(c) A Director who is not a designated representative, as defined in Section 1.b above, shall not be eligible for re-election following the completion of five (5) consecutive one-year terms.
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Section 4. Duplication of Board service.
(a) No individual may serve on the CMA Board of Directors while also serving on the board of any other NACM Affiliate, or of NACM-National.
(b) An individual serving on the board of directors of any other entity that provides business credit services, whether or not such entity is part of NACM, is similarly disqualified from concurrently serving on the CMA Board, unless such disqualification is waived by a two-thirds majority vote of the CMA Board.
(c) Each member of the CMA Board, and each candidate for election to the Board, must disclose his or her service (with vote) on any non-CMA board described in this Section 4.
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Section 8. (a) There shall be six (6) regular meetings of the Board in each fiscal year, to be held at such time and place as the Board may from time to time designate. Unless the Board designates otherwise, four (4) such meetings shall be held on the fourth Tuesday of the months of June, September, November and January; and a fifth shall be held following adjournment of the annual meeting of the Corporation as described in Article VII Section 2.
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(c) Written notice of the time, place and any other arrangements of special meetings shall be mailed at least four days, or faxed, sent by email, or delivered to each Director personally at least 48 hours, prior to the time of holding such meeting.
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B Transition Provisions:
Section 1. For purposes of this section B. the existing Bylaws shall be known as the 1998 Bylaws while these Bylaws shall be known as the 2004 Bylaws. The 1998 Bylaws shall remain in force until the Board adopts the 2004 Bylaws.
Section 2. Upon adoption of the 2004 Bylaws the Board and its Nominating Committee shall conduct the nomination and election processes so as to implement the new provisions relating to the number of Board.
(a) Pre-2004 Board terms shall expire on their originally intended date.
(b) Reduction in the number of Directors shall be accomplished on the basis of attrition.
(c) The Nominating Committee shall propose candidates for election and re-election, and the Board shall exercise its discretion in the election process, so as to move to the prescribed number and terms at the earliest date commensurate with the integrity of all pre-2004 Director terms.
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ARTICLE IV
Officers
Section 1. There shall be four (4) Elected Officers of this Corporation consisting of a Chairman of the Board (hereinafter referred to as the Chairman), Chairman-Elect, Treasurer and Councilor, who shall be the most recent Past Chairman available to serve.
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Section 7. The Treasurer shall examine and report on the financial procedures and operations of the Corporation and perform such duties as shall be prescribed by the Board. The Treasurer shall chair the Finance and Audit Committee and the Service Committee and shall be vice chairman of any Strategic Planning Committee.
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ARTICLE VII
Annual Election; Fiscal Year
Section 1. The annual election of Officers and Directors shall be by written ballot. The Secretary of the Corporation shall prepare a ballot listing thereon the names of the nominees submitted by the Nominating Committee, or any substituted in lieu thereof by the Board; also any names submitted under the provisions of Article VI, Section 4, and said ballot shall provide adequate space for the writing in of the candidate of the voter's own choice. Such ballot shall be mailed transmitted not later than the 3rd day of April to each member of the Corporation in good standing as of the 1st day of April and the same shall be returned to the office of the Secretary not later than the 10th day of April, or if returned by mail shall be postmarked not later than the 10th day of April. The Secretary of the Corporation shall count the ballots on the third succeeding business day following the 10th day of April. The candidate for each office receiving the greatest number of votes shall be deemed elected. It shall be the duty of the Secretary of the Corporation to mail transmit to each of its members a report showing the results of said election, the same to be mailed transmitted on or before the 20th day of April following each election. The term of office of the newly elected Officers and Directors so elected shall start as of May 1st.
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Section 4. As used in this Article VII, the term transmitted shall mean the following:
1st, by email to the representatives of all members for whom the Corporation has email addresses; or
2nd, by fax to representatives of members for whom the Corporation does not have email addresses but does have fax numbers, or members that have expressed a preference for fax over email communication; or
3rd, by US mail to the representatives of all other members, including members that have expressed a preference for US mail over all other forms of communication.
Section 5. Return by members of election ballots may be by any method of transmittal chosen by each applicable member representative. The Secretary shall, however, ensure that each members vote is tallied only once in each election or other voting procedure.
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ARTICLE XVII
Amendments
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Section 3.
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(a) The President or, in his/her absence, the Secretary shall cause a copy of such proposed amendment to be mailed transmitted to each member in good standing within the time provided herein, together with a form of ballot for the member to vote thereon.
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Section 5. Transmittal of amendment documents to and from members shall follow the procedures specified in Article VII Sections 4 and 5 pertaining to elections.
