The California Citrus Mutual Executive Committee prioritized a review of the bylaws (last updated in 1998) to ensure they are compliant with California law and that they meet the current needs of the organization. The proposed amendments from the Executive Committee went before and were approved by the Board of Directors.
Linked for member review are the current Bylaws, the Proposed Bylaws, and a bridging document which cross references where to find the new sections in the new bylaws. A summary of the proposed bylaws is available below.
Membership will have the right to vote on the proposed bylaws at the Annual Meeting at the Visalia Convention Center on November 9, 2023.
If you have any questions related to the changes to the bylaws, please contact Abby Peltzer, CCM Communications Manager at Abby@cacitrusmutual.com
SUMMARY OF THE PROPOSED BYLAW REVISIONS
- Article II of Proposed Bylaws new language:
Section 2.02 adds a new category for Associate members and parameters to the member class (Section 2.02)
“Mutual may have associate members who are non-voting members of Mutual. Any individual or business entity which is not a citrus producer, but which supports the industry shall be eligible for associate membership in Mutual. Any such individual or entity shall be eligible for associate membership on approval of their application by the Board, or by the President if authorized by the Board, and the payment of such dues and fees as the Board may fix from time to time. Associate members are not eligible to vote or to serve as directors on the Board.”
This provision is being added because the CCM bylaws did not include an Associate Member category.
- Article III of Proposed Bylaws new language:
Section 3.03 adds language allowing the Board, without further action, to declare the slate of candidates nominated to be elected.
“If, after the close of nominations the number of people nominated for the board is not more than the number of directors to be elected, the Board may without further action declare that those nominated and qualified to be elected have been elected.”
This revision is suggested to avoid the cost of holding an election when it is not necessary.
- Article III of Proposed Bylaws new language:
Terms of Office (Section 3.04a)
“The terms of office of directors at large shall be three years.”
The board is recommending this change from a two-year term to a three-year term to maintain continuity of the board by only having a third of the directors up for election each year vs ½ currently.
- Article IX of the Proposed Bylaws new language:
Amendments (Section 9.01)
“Section 9.01. Amendment to Bylaws. These Bylaws may be amended or repealed, or new bylaws may be adopted by a two-thirds vote of the Board except in the instances of revising actions doing the following which requires a majority vote of the members that:
- Materially and adversely affect the rights of members as to voting, dissolution, redemption, or transfer;
- Increase or decrease the number of members authorized in total or for any class;
- Effect an exchange, reclassification or cancellation of all or part of the memberships;
- Authorize a new class of membership; or
- Change the terms of directors.”
The new language clarifies when member approval is required for bylaw amendments in compliance with the California non-profit code.
In addition to these changes requiring membership approval, the Proposed Bylaws have revised the Bylaws structure and updated the language. Linked for member review are the current Bylaws, the Proposed Bylaws, and a bridging document which cross references where to find the new sections in the new bylaws. Please review and let us know if you have any questions regarding these changes.
This article is property of California Citrus Mutual. Please seek permission before use.
