ARTICLE I: NAME

The name of this organization shall be Humboldt Taxpayer’s League, hereafter referred to as the "League."  The principal office shall be located in the County of Humboldt, State of California.

ARTICLE II: OBJECTIVES AND GENERAL POLICY

Section 1.  The League is a watchdog organization to advocate for and inform the taxpayers, and to assure that new taxes are not levied without the vote of the people.

Section 2.  The League supports Proposition 13, encourages responsible allocation and use of local public resources, and opposes growth of government. To these ends, the League will:
                A. Monitor local governments and their use of public funds and resources,
                B. Educate taxpayers on matter of taxation and the operation of government, and
                Provide a liaison between the taxpayers and government entities.

Section 3.  The League will not endorse political candidates.

Section 4.  In the course of its mission as a watchdog organization, should the League find extreme and/or ongoing governmental abuses, an attempt will be made to correct the abuse through administrative remedies, including notification of the Humboldt County Grand Jury if appropriate.  Only after considering administrative remedies shall the League seek other legal remedies.

ARTICLE III:  MEMBERSHIP

Section 1.  Membership shall be open to individuals, and organizations that support the objectives of the League.

Section 2.  Membership dues shall be due October 1st of each year.  Membership will be dropped for non-payment by February 1st.  Dues may be prorated quarterly for new members.

Section 3.  Each member shall have one vote for the election of the Board of Directors and such other matters brought to them by Board.

Section 4.  All members are encouraged to attend all scheduled board meetings and to participate in the meetings, committees, and business of the League.

ARTICLE IV:  FINANCES

Section 1.  The finances of the League shall be provided for through membership dues, subscriptions and contributions from the members of the League and the public at large.

ARTICLE V:  BOARD OF DIRECTORS

Section 1.  The powers and duties of the Directors are as follows:

A. To conduct, direct, manage, organize and determine the policy, affairs and business of the League pursuant to the objectives for which the League is organized.
B. To select from among their number an Executive Committee which shall include the Immediate Past President and officers of the League.
C. To select and remove at their pleasure all officers, agents and the Executive Director of the League.  Such selection or removal must have the concurrence of 2/3 of the members of the Board.
D. The Board of Directors shall have power to incur indebtedness for the League in the conduct of the League's affairs and business.
E. To authorize and direct the staff of the League to conduct non-partisan, independent research studies of particular phases of governmental operations and expenditures.
F. To determine the committees necessary to carry out the purposes of the League.
G. To attend the regular board meetings, special board meetings, annual and special meetings of the members. Failure to attend two (2) consecutive meetings without good cause may result in the removal of the Director.

Section 2.  Directors shall serve without compensation.

Section 3.  The number of directors shall be 14.

Section 4.  The term of office of Directors shall be two (2) years, with seven (7) being elected each year.

Section 5.  In the case of a Board of Directors vacancy, the Board is empowered by majority vote to appoint an individual from the membership to fill the unexpired term of the Director vacancy.

Section 6.  There shall not be more than one Director representing any one organization.

ARTICLE VI:  OFFICERS

Section 1.  The officers shall be a President and a Vice President, who shall be elected by the Board of Directors for a one (1) year term.

Section 2.  At the first regular meeting of the Board following the election of Directors, officers for the ensuing year shall be selected from the Board of Directors.

President

Section 3.  The President shall be the chief executive officer of the League and shall act as an official spokesperson for the League. The President shall appoint all committees and be an ex-officio member of each.  The President shall have the power to execute contracts in the ordinary course of business of the League and to execute other legal documents affecting the League as may be designated by the Board of Directors.  The President may delegate such authority as desired.

Vice President

Section 4.  The Vice President shall perform the duties of the President in her/his absence or inability to act and shall serve as an ex-officio member of all internal committees.

Section 5.  The Vice President shall perform such other duties and have such further powers at may be prescribed from time to time by the President and/or the Board of Directors.

ARTICLE VII:  EXECUTIVE DIRECTOR

An Executive Director may be appointed from the community at large, the Board or from the general membership and shall serve at the pleasure of the Board of Directors.

The duties of the Executive Director shall include:

A.  Maintaining a copy of the minutes of all meetings of the League, and its Board of Directors.

B.  Being an ex-officio member of all committees.

C.  Having general supervision over the care, custody and control of the funds and property of the League and shall deposit all funds in a bank or banks as may be designated by the Board of Directors.

D.  Keeping full and accurate accounts of all receipts and disbursements of the League and shall report at each meeting of the Board of Directors.

E.   Executing contracts in the ordinary course of business of the League as directed by the Board of Directors.

F.  Countersigning, together with the President or other designated board member, all checks or withdrawal notices affecting the funds of the League.

G. Hiring of a secretary for the League with the approval of two thirds (2/3) of the Board of Directors, to assist the Executive Director in the duties of the office.

H.  Maintaining an official roster of the membership and their mailing(USPS) and electronic addresses.

I.  Performing such other duties as may be required by the Board of Directors.

ARTICLE VIII:  MEETINGS

Section 1.  An annual meeting of the members of the League shall be held at a time and place designated by the Board of Directors. The annual meeting shall be called by a written notice signed by the President (or designee) and addressed to each member at their listed USPS and electronic mailing address at least 7 days before such meeting, but in no event earlier than 30 days before the annual meeting.

Section 2.  There shall be monthly meetings of the Board of Directors at a time and place designated by the President.  All members shall be welcome to attend these meetings.

Section 3.  A special meeting of the members may be called by the President at any time or, in her/his absence, by the Vice President, or by the written petition of not less than two thirds (2/3) of the members of the Board of Directors.  Each member shall be given at least 7 days written notice prior to the meeting.  Notices of special meetings shall be addressed to the members last known place of residence or business and such notice shall clearly set forth the time and place of the special meeting and the object of the meeting.

Section 4.  Special meetings of the Board of Directors for the purpose of discussing litigation or personnel matters may be called by the President of the League, or in the President’s absence by the Vice President.  These meetings are closed to the public and general membership.

Section 5.  Any special meeting called under section 5 (above) shall be reported to the general membership as soon as practicable and in no event later than the next scheduled or called for, regular meeting of the Board of Directors.

Section 6.  Notice of all meetings of the Board of Directors shall be addressed to each director at east five (5) days prior to the date of such meeting.

Section 7.  Except for special meetings as outlined in Section 4. above, any business which may be transacted at a regular meeting of the Board of Directors may be transacted at a special meeting.

ARTICLE IX:  ELECTION OF DIRECTORS

Section 1.  A nominating committee of two (2) members of the Board of Directors shall be appointed by the President at least sixty (60) days prior to the annual meeting of members. The committee shall submit to the membership a slate of proposed candidates for the Board of Directors.  Members may nominate additional candidates by a petition of five or more members, by presenting a petition signed by those members and delivering the same to an officer of the League forty-five (45) days before the annual meeting of the members. Upon timely receipt of a petition signed by the required number of members, the candidates named on the petition shall be placed on the ballot along with the names of those candidates named by the nominating committee.

Section 2.  Within thirty (30) days before the annual membership meeting, the Board of Directors through its staff shall send a ballot, including a self addressed stamped envelope, to current dues paying members containing the nominations for Directors. The ballot shall be printed with the names of the nominees, in alphabetical order, and shall state the date required for its return (no sooner than ten (10) days from the mailing date). The President shall designate a committee to count the ballots. This committee shall notify the President of the results of the balloting. Notification to the successful candidates shall then be appropriately made.

ARTICLE X:  QUORUM

A quorum at any meeting of the members of the League shall consist of fourteen (14) current members. A quorum at any Directors’ meeting shall consist of seven (7) Directors.

ARTICLE XI:  BYLAW AMENDMENTS

Section 1.  At any meeting in which a quorum is present, these bylaws may be amended or repealed or new bylaws adopted, by the members present in person at any scheduled meeting, or at any other meeting of the members called for that purpose, by a vote of two-thirds (2/3) of the members present or by vote of two-thirds (2/3) of the Directors at a meeting of the Board of Directors called for that purpose, provided ten (10) days notice has been given of such meeting.

Section 2.  Within 10 days of the approval of an amendment to these bylaws a copy of the new bylaws shall be sent by mail and electronically to each League member highlighting the new amendment(s).

ARTICLE XII:  RESIGNATIONS

Members may resign at any time upon written notice to the Board of Directors. Dues paid in advance shall not be refunded in event of resignation.

ARTICLE XIII:  SUSPENSION OR EXPULSION

Section 1.  Any member is subject to suspension or expulsion by the Executive Committee for non-payment of dues.

Section 2.  Any member may be dropped from membership on being found guilty of non-fulfillment of any obligations or conditions provided for membership in these by-laws or which may be provided for by the Board of Directors. Any member may be expelled from membership on charges referred to the Board at a regular Board meeting, due notice of the purpose of the meeting having been given to such member.