HomeMy WebLinkAboutArticles of Incorporation, HBMEA, Huntington Beach Municipal {
�{ ARTICLES OF INCORFORATIO\". : --y`', N_ , _ , f
OF cta,y
HUNTINGTON BEACH MUNICIPAL EMPLOYEES ' ASSOCIATION, INC .
I .
. The name of this corporation shall be :
HUNTINGTON BEACH MUNICIPAL EMPLOYEES ' ASSOCIATION, INC .
II
The purposes for which this corporation is formed are :
(a) The specific and primary purposes are to represent
the members in their employment relationship with the City of
unti-gtcn Beach in all matters relating to employment condi-
tions and employer-employee relations , including, but not
limited to, wages , hours , and other terms and conditions of
employment , and to do any other act or acts to improve the
general welfare of and benefit the members of this organization,
and to improve production and efficiency of the employees to
the benefit of the employee , the city and the public .
(b ) The general powers and purposes are .to have and exer-
cise all rights and powers conferred on nonprofit corporations
i , under the laws of California, including the power to contract ,
rent , buy or sell personal or real property ; provided, however, .
��. that this corporation shall not , except to an insubstantial
degree , engage in any activities or exercise powers that are
Ij not in furtherance of the primary purposes of this corporation.
III
This corporation is organized pursuant to the General
Nonprofit Corporation Law of the State of California.
IV
II The county in the State of California where the principal
!I office for the transaction of the business of this corporation
is to be located is Orange County .
i V
The number of directors of this corporation shall vary from
J
1
f
M, ,o year , based on the number Of city departments Or divi-
f ,,. i.ED.cr Lmen LS QeSlgnat ed by the SOary Oe TJ'-rECi.OrS as
,_, , i�'i:':: in the byla4!s , and the names and addresses G:' the �
01:3 ':!ho are apbointed to act as the ffirst directors of this �' A
cc poraticn are as _`ollows :
ADD ;ESS
Jilliam. E . McKim 2921 Koval Palm
Costa Mesa, California
::arold L. Case 14;4 South Van Ness
Santa Ana, California
Laurel !Meltzer 5742 Padua Drive
Huntington Beach , Californi4
`r I
a
_ ..c authorized number and cualification of members of the
Jhe
CO^;- -ation, the different classes ofmem.bers.h ? , if any , U
prcperty , . voting and other rights and privileges of members , and
ti-eir liability to dues and assessments and the nethods of col-
lection thereof , shall be as set forth in the byla-ws .
VIZ
• r'...is C000ration is one which does not Contemplate pecuni-
ary -a'-n :,- profit to the membrs thereof and it is organized
Solely for nonprofit purposes . U3on the winding up and disolution
0- `t".is corporation, after paying or adecuately providing for theis and obligations of the corporation, the remaining assets
be distributed to a nonprofit fund , foundation Or corporation ,
,icii is Organized and operated exclusively for charitable , educa-
�i0:`:F.1 ; religious and/or Scientific purposes and which has estab-
`a:•:-E}:6.^.ipt status ::ndBr Section 1501(C ) ( J) Of the Internal-
Code . if this corporation holds any assets on trust , such
ssE'cs shall be disposed of in such manner as may be directed by
C•_cree of t[-:C' Superior Court of the County in Vlhichi this COr-
o= ation ' s principal office is located , upon petition therefor by
the Attorney General or by any person concerned in the liquidation.
VIII
�":^e na:,-e of the unincorporated association v.rich is being in-
corporated is HUNTINGTON BEACH MUNICIPAL EMPLOYEES `ASSOCIATION , Inc .
I\ 1. ITNESS WHEREOF , the undersigned , being the president and
the secretary , respectively , of HUNTINGTON B ACH MUNICIPAL EMPLOYEES '
F.SSOCZATIOAi, INC . the unincorporated association which is
2 .
i
I '
' 1 beiaS incorporated hereby , have executed these 'Rrticles of
_,corporation this / day of /1�,/� �, ; � 1970 .
President
Secretary
t
STi.7E OF 'CALIFORNIA )
) SS
COUN','Y OP—ORANGE )
On t':nis i9tb day of October 1970 ,-
e I e n e n Cole , a :votary Public fOr the State Of
Cali_"ornia personally appeared .'illiam E . MICK.i n
and Harold L Case kno,r.n to me to be the
aersons whose names are subscribed to the within Articles of
Inceracration, and acknowledged to me that they executed the
same .
IN iiITPrESS HEREOF, I have hereunto set my hand and affixed
my oft"icial seal on the day and year first above written.
NO:agT VUCLIC — CAL iORNIA
II I:iCIV/.l 0(i il.l IY - ct.
Votary Public
. ........ - .. ..._. . . .............. '
AFFIDAVIT
STATE OF CALIFORNIA )
ss
COU:•'.TY OF ORANGE )
lliam E . 'v1c:Cim and Harold L. Case
,
being first duly sworn, each for themselves , deposes and says :
That William. E. iicKim is the president and that
Harold L. Case is the secretary of HUNTINGTON BEACii _
�L
!SU\ICIP,'L Ei4PLO)LEES `ASSOC IATION, the unincorporated association
-:er.tioned in the foregoing Articles of Incorporation ; that said
association has duly authorized its incorporation and has authorized
} the undersigned, as said officers , to execute the Articles of
4 .
1 '
1 `
{
roorati on..
President
Secretary
Subscribed and sworn to before me this l9th day of
October 1970 .
._..................
v
_.� ����,>r1,C,.( cr.; . _ Notary ?UD1iC , State Of California
DELENE B. CCLE ?rincipal Office in Orange County
♦;y,���:'n"1 '.(CAn) PW-;IC — OALIi ORNIA
_ Oi.::LE tOUNiT
. .r�I;pc^ r.,-n•cs lure 6. 1973 F
3
(
BYLAWS
OF
HUNTINGTON BEACH MUNICIPAL EMPLOYEES ' ASSOCIATION, IHC .
ARTICLE I
Principal-Office
SECTION 1 . PRINCIPAL OFFICE .
The principal office for the transaction of the business of
he corporation is as may be hereafter fixed and located by the
Board of Directors in the City of Huntington Beach , County of
Orange , State of California. The Board of Directors may at any
time or from time to time change the location of the principal
ffice from one location to another in said county .'ARTICL II
?Membership
SECTION 1 . :QUALIFICATION AND ADMISSION OF Mz_M'Bz,RS .
❑ All employees of the City of Huntington Beach , California
are eligible for membership , and may become members upon payment
of the dues assessed as provided in these bylaws .
SECTION 2 . TERhiINATIOF OF MEMBERSHIP .
A membership shall terminate upon the death or resignation
of the member, or upon his expulsion by a majority vote of the
Board of Directors . A member may be expelled only for conduct
which the Board of Directors shall deem inimical to the best
interests of the corporation.. A member may not transfer his
membership or any right arising therefrom, and any attempted
transfer of a membership shall cause such membership to terminate
automatically. All rights of a member in the corporation or its
property shall cease upon termination of his or her membership .
A member whose membership has terminated pursuant to the fore-
going may not be restored to membership without making written
application for reinstatement to the P,oard of Directors . Such
reinstatement shall be at the discretion of the Board of Directors .
SECTION 3 . MEETINGS .
Meetings of general membership shall be held on the
of each February, May , August and November of each
year .
SECTION 4 . VOTING RIGHTS .
All members shall have equal voting and other rights . Each
member shall be entitled to one (1) vote which may be cast in
person.
SECTION 5 , QUORUM .
The presence of twenty-five (25) people, including two-
thirds of the Board of Directors shall constitute a quorum for
the transaction of business at any meeting of members . Except
as otherwise provided, a vote by a majority of members present
and voting shall carry any motion.
SECTION o . ELECTION OF DIRECTORS .
Election of directors and officers shall be held at the
general meeting in November.
ARTICLE III
Directors
D SECTION 1 . NUMMEP, AND ELECTIO;d .
A director and an alternative director shall be elected from
each department of the city or division of a department of the
city specified by the majority vote of the Board of Directors ,
and shall serve for a period of one (1) year commencing on the
first Friday in January of each such year. Directors may be
removel at any meeting of the general membership by a two-thirds
vote of the general members present and voting.
SECT-TON 2 , POWERS .
Subject to the limitations of the Articles of Incorporation,
of the Bylaws , and of the California General nonprofit Corpor-
ation Law as to action to be authorized or approved by the members ,
and subject to the duties of Directors as prescribed by the Bylaws ,
all corporate powers shall be exercised by or under the authority
of, and the business and affairz of the corporation shall be con-
trolled by the Board of Directors . Without prejudice to such
general powers , but subject to the same limitations , it is hereby
expressly declared that the Directors shall have the following
powers , to wit :
2 .
A . To represent the members in their employment
relationship with the City of Huntington Beach in all matters
relating to employment conditions and employer-employee relations ,
Including, but not limited to , :rages , 'lours , and other terms and
conditions of employment .
E. To appoint and remove all agents and employees of
the corporation and to prescribe such powers and duties for
officers , agents and employees as may not be inconsistent with
law, with the Articles of Incorporation, or the Bylaws .
C. To conduct , manage and control the affairs and busi-
ness of the corporation, and to make such rules and regulations
therefor not inconsistent with law , or with the Articles of In-
corporation , or the Bylaws , as they may deem best .
D. To designate any place within the State of Cali-
fornia for the holding of any membership meeting or meeting. ;
to change the principal office of the corporation for the trans-
action of its business from one location to another in the County
of Orange , State of California ; to adopt , make and use a corporate
seal and to alter the form of such seal from time to time an in
their judgment they may deem best , provided such seal shall at
all times comply with the provisions of law.
E . To borrow money and incur Indebtedness for the
purposes of the corporation and to cause to be executed and
delivered therefor in the corporation 's name, promissory notes ,
bonds , debentures , deeds of trust , mortgages , pledges , hypothe-
cations or other evidences of debt , and securities therefor.
F. To manage in such manner as they may deem best
all funds and property , real and personal , received and acquired
Pby the corporation, and to distribute, loan or dispense the same
and/or the income and profits therefrom.
SECTION 3 . PLACE OF MEETING.
Regular meetings of the Board of Directors shall be held
at any place within or without the State of California which
has been designated from time to time by resolution of the Board
or by written consent of all members of the Board . In the absence
of such designation, regular meetings shall be held at the prin-
cipal office of the cornoration. Special meeting_, of the Board
shall be held either at a place so designated or at the principal
office.
SECTIOti 4 . OR3ANI7.ATION MEETING .
Immediately following each annual meeting of members , the
Board of Directors shall hold a regular meeting for the purpose
3 .
of organization and transaction of other business . Notice of
such meeting is hereby dispensed with .
SEC^IO?I OT;;r;R RECULAR MEETING,, .
Other regular meetings of the Board of Dlrectors shall be
held without call on the first of eachi month at an
hour of said day , to be set by resolution of the Board . Should
such rate fall on a legal holiday , then said meeting shall be
held at the same time the next day thereafter which is not a
legal holiday. Notice of all such regular meetinr.,:s of the Board
of 'Directors is hereby dispensed w1th .
SECTION � . SPECIAL i"FETINC;? .
Special meetings of the Hoard of Directors for any purpose
or purposes may be called at any time by the President or , if
he is absent or unable or refuses to act , by any three (3)
Directors. Such meetings may be held either in the principal
Coffice or at any place designated from time to time by resolution
of the Board of Directorsor by written consent of all the
Directors .
Notice of the time and place of special meetings shall be
given personally to the Directors or sent to each Director by
mail or other form of written communication , charges prepaid ,
r: , addressed to him at his address as shown upon: the records of the
corporation . In case such notice is mailed or telegra_phed , it
shall be deposited in the 'United States mail or delivered to the
Dtelegrapii company in the place in which the principal office of
the corporation is located at least forty-eight ( u8) hours prior
to the time of the holding of said meeting. In the event such
notice Is delivered personally to each Director , it shall be so
delivered at least twenty -four (24) hours prior to the time of
the holding of said meeting .
The transactions of any meetingt of the Board of Directors ,
however called and noticed or wherever held , shall be as valid
as though had at a meeting duly held after regular call and notice,
if a quorum be present and if, either before or after the meeting ,
each of the Directors not present sir,ns a written waiver of notice
of a consent to holding such meeting or an approval of the ^inutes
thereof. All such waivers , consents , or approvals shall be filed
with the corporate records or made a part of the minutes, of the
meeting.
SECTIO-M 7 . ATMN'DANCE AT '-`EETI:'
If a Director, or his alternative , shall fail to attend three
(3) consecutive meetings of the Board of Directors without leave
of absence, his office as .a Director may be declared vacant b;l a
4 .
vote of a majority of all the remaining Directors . In the event
of a vacancy for any cause In the office of a Director, or
alternative , the members of the department or division of the
department such director represents , by majority vote of all such
members , may elect a successor to hold office for the unexpired
portion of the term of the Director whose place shall be vacant ,
and until the election and qualification of a successor.
SECTION 9 . QUORUM.
A majority of the authorized number of Directors shall be
necessary to constitute a quorum for the transaction of business .
Every act or decision done or made by a majority of the Directors
present at a meeting duly held , at which a quorum was present ,
shall be regarded as the act of the Board of Directors , unless a
greater number be required by law or by the Articles of Incorpo-
ration or by these Bylaws .
SECTION 9. NOTICE OR ADJOURNMENT.
Notice of the time and place of holding an adjourned meeting
shall be given to absent Directors .
ARTICLE IV
Officers
SECTION 1 . RESPOFSIBILITY. --
DAll officers are subordinate and responsible to the mer:.bers
of the corporation.
SECTION 2. NUMBER AND SELECTION.
The officers of the corporation shall be a President , a Vice
President , a Secretary , and a Treasurer. The corporation may also
have such other officers as may be appointed in accordance with
the provisions of this section.
The officers of the corporation shall be chosen by the members
and each shall hold his office until he shall resign or shall be
removed or otherwise disqualified to serve , or until his successor
shall be elected and qualified . Each above-named officer shall
serve as follows :
President One Year
`lice President Two Years
Secretary Two Years
Treasurer One Year
The President may serve a maximum of three (3) consecutive
terns or three ( 3) years . All other officers may serve a maxi-
mum of two ( 2) consecutive terms or four ( 4 ) years .
At least two (2 ) weeps prior to the annual meeting. of members ,
the Board of Directors shall elect a committee of five nonboard
members to prelare a list containinc- the names of active members
for election as officers and directors for the ensuing year , which
list may include any directors or officers then or theretofore
holdln,r. office . In case the Board of Directors falls for any
reason to elect such a committee within the time specified, then
it shall be the duty of the President to appoint such a committee .
This Committee shall present their nominations at the
November General Meeting and It shall be their duty to supervise
the annual election of officers and to handle the balloting and
counting of said ballots .
The members may appoint such other officers as the business
of the corporation may require , each of whom shall hold office
for such, period and have such authority and perform such duties
as are provided in the Bylaws or as the me^:bers may from time to
time determine .
SEPr TO*i 3 . DUTIES OF THE PRE-TDENT,
The President shall he the chief executive officer of tho
corporation and shall , subject to the control of the Board of
Directors , have supervision , direction , and control of the busi-
Pness and affairs of the corporation . He shall preside at all
meetings of the Boars of Directors and of the members . Ee shall
not vote except In case of a tie vote by the Directors . fie shall
be ex officio member of all the standin;_ committees and shall have
the general powers and duties and management usually vested in the
office of the President of a corporation, and he shall have such
then cowers and duties as may be prescribed by the Board of
Directors or by the Bylaws . The President is hereby authorised
to exercise any right to vote or execute a proxy to vote shares
o
to
stock of , and bonds , debentures , or other evidences of in-
ebtedness of , any other corporation or corporations owned or rpossessed ty this corporation .
SECTION 4 . DUTI=S Or THE VICc PRESID' JN'
Ir, the absence or disability or refusal to act of the
President , the dice President shall perform all the duties of
the President , and when so acting he shall have the powers of
and be subject to all the restrictions upon the President .
SECTION 5 . DUTIES OF THE SECRETARY .
The Secretary shall keep or cause to be kept at the principal
office of the corporation, or such other place as the Board of
Directors may order , a book of minutes of all meetings of
directors and members . The Secretary shall also keep or cause
to be kept at the principal office of the corporation , a member-
ship book containing the names and addresses of each member ,
and in any case where membership has been terminated such fact
shall be recorded in the book together with the date upon which
the membership ceased , and shall give the notices of special
meetings of the Board of Directors and of the rep-..ular and special
meetings of the members as provided by these Bylaws . The Secretary
shall perform such other and further duties as may be required by
law or as may be prescribed or required from ti;r,e to time by
the Board of Directors or the Bylaws .
SECTION 6 . DUTIES OF THE TREASURER.
The Treasurer shall keep and maintain or cause to be kept
and maintained adequate and correct accounts of the properties
and the business transactions of the corporation, including
accounts of its assets , liabilities , receipts , disbursements ,
gains and losses . The books of account shall at all times be
open to inspection by any director or by any member of the
corporation. The Treasurer shall deposit all moneys and other
valuables in the name and to the credit of the corporation, with
such depositaries as may be designated by the Board of Directors .
The Treasurer shall disburse the funds of the cornoration as
ordered by the Board of Directors and shall render to the Presi-
dent and the directors , upon request , an account of all his
transactions as Treasurer, and of the financial condition of the
Dcorporation . The Treasurer shall perform such other and further
duties as may be required by law or as may be prescribed or re-
quired from time to time by the Board of Directors of the Bylaws .
SECTION 7 . REMOVAL Or OFFICERS .
Officers may be removed with or without cause at any meeting
of the general membership by the affirmative vote of two-thirds
of the members present and voting.
SECTION F . DISPURSELIMIENT OF FUNDS ,
No funds shall be disbursed by the corporation unless the
check . draft or other evidence of such disbursement shall be
executed on behalf of the corporation by either the President or
Vice President and the Secretary or Treasurer or Assistant
Secretary or Assistant Treasurer .
SECTION 9 . FISCAL YEAR.
The fiscal year shall be December 1 throuFh Movember 30 of
the following calendar year.
7 .
SECTION 10 . CORPORATIO`: FINANCING .
The Board of Directors shall establish the amount neces-
sary to finance the business of the corporation and shall assess
amounts to the members provided all members of the same status
in the corporation shall pay the same amount of dues . fdembers
may authorize the deduction of such dues from their paychecks .
SECTION 11 . AUTNORIZATIONT FOR PAYROLL DEDUCTION.
Upon application for membership in this Association , the
member shall sign a form which shall be known as "Application
Form, " authorizing the Director of Finance to make monthly
payroll deduction as he may be instructed to do so by the
Secretary of this Association; said authorization to be contin-
uous until revoked by said member ; said notice of revocation to
be in triplicate, one copy to the Secretary , one to the Director
of Finance , and one to the Vice President . Said notice of revo-
cation to become effective fifteen ( 15) days after notification..
ARTICLE V
01 Personal Liabili�L and_Property Interest
SECTION 1 . LIABILITY OF MEMBERS .
No member of the corporation shall be personally liable to
its creditors or for any indebtedness or liability- , and any and
all creditors shall loot_ only to its assets for payment .
D ECTION 2 . PROPERTY INTEREST UPON TEDIMIATIO?t OF MEMBEnSRIr .
If any member shall cease to be such , any interest he shall
have in and to the property , assets and privileges of the corpor-
ation shall cease and revert to the corporation. and such cessation
f membership shall operate as a release and asslgnment to the
yaffect ,any
orporation of all the right , title and Interest of such member
n and to the property , assets and privileges of the corporation;
rovided , however, that any cessation of membership shall not
indebtedness of the corporation to such member .
ARTICLE. VI
Amendments To Bylaws
SECTION 1. ADOPTION.
New Bylaws may be adopted , amended , or repealed , or these
Bylaws may be amended or repealed by the members or by the
Board of Directors , subject to membership approval as herein-
after provided .
o .
SECTION 2 . RATIFICATION BY MEMBERS .
All amendments to the Bylaws , extent as hereinabove other-
wise specifically provided , must be ratified by the vote of the
active members holding a r::aJority of the voting power present at
a regular meeting of the members of the corporation and shall
be effective only upon such ratification.
SECTION 3 . GRIEVANCE PROCEDURE.
The Board of Directors shall establish a procedure to handle
grievances , which said procedure shall not be in conflict with
any legal, proper and reasonable procedure established by the city .
AR^_ICLE VII
The first election shall be held on call from the Board of
Directors .
D
CERTIFICATE OF S_•.CRETAYt
I , the undersigned , do hereby certify ;
1 . That I am the duly elected and acting Secretary
of Huntington Beach Municipal Er,.ployees ' Association, Inc . , a
California nonprofit corporation ; and
2. That the foregoing Bylaws , comprising nine pages ,
constitute the Bylaws of said corporation as duly adopted at
a meeting of its members duly held_ October 8 , 1970
IN WITS?ESS W!-iEREOF, I hereunto subscribe my name and affix
Othe seal of said corporation this 19 day of October 1970 .
/s/ Harold L. Case
-- - ---- --Secretary ---- - ----