Revised and Amended Bylaws of the
California Continuing Care Residents Association, Inc.
April 24, 2019
ARTICLE I Name
The Association name shall be “California Continuing Care Residents Association, Inc.”, more commonly referred to as CALCRA, and hereinafter referred to as the “Association”.
ARTICLE II Purpose
The Association is organized under the California Nonprofit Public Benefit Corporation Law for public purposes. The principal purposes of the Association are:
1) To enhance the financial security and quality of life of Continuing Care Retirement Community (CCRC) residents in California;
2) To help develop and enact state legislation and regulations concerning CCRCs; and
3) To serve as an information source for residents of CCRCs and their organizations.
ARTICLE III Membership and Fiscal Year
The membership and fiscal year shall be the calendar year.
ARTICLE IV Membership
1) Resident Members: Residents of CCRCs in California are eligible to become members of the Association upon application and payment of annual dues.
2) Associate Members: All persons interested in supporting the purposes of the Association may become Associate Members after application and annual payment of dues. Associate Members will receive the Newsletter but may not hold office.
ARTICLE V Chapters
Twenty-five or more members of a CCRC may organize as an Association Chapter by notifying the President of the Association. Chapters may draw up their own bylaws so long as they are not in contravention with these bylaws. A copy of the Chapter bylaws shall be sent to the President of the Association.
ARTICLE VI Dues
The Board of Directors shall set the rates for membership dues. Notice of the dues for the upcoming year shall be sent to members in the Newsletter.
ARTICLE VII Board of Directors
1) The Board of Directors shall have sole management and control of the affairs of the Association and shall cause funds received by it to be deposited in a commercial bank, credit union or full service retail broker, and to have funds disbursed on its behalf.
2) The Board of Directors shall consist of such number of Directors as the Board may determine from time to time. A majority of the authorized number of Directors shall constitute a quorum at any meeting. Other than a decision to adjourn, no action may be taken unless a quorum is present.
3) Nominations for the Board of Directors may be considered at any time during the year. To encourage member interest in serving on the Board, the President shall, prior to the Annual Meeting, notify all members via the Newsletter that “At Large” nominations for Director are in order with instructions on how such nominations are to be submitted. Applicants must be members in good standing and must submit their application in accordance with the instructions. A vote to determine whether or not to elect “At Large” Directors, from those nominees, will take place at the Annual Board Meeting.
4) The term of office for a Director shall be three years. When a vacancy occurs, the Board shall act as soon as possible to determine whether or not to fill such vacancy for the unexpired term.
5) Each director is expected to participate in the affairs of the Association in a meaningful way. This includes attendance at all meetings, participation in interim discussions of issues and conference calls and membership and participation in at least one committee of the Board.
6) Any Director who is absent for two consecutive Board meetings without advance written notice to the Secretary shall be deemed to have resigned. Any Director who is absent from three consecutive meetings, regardless of notice or cause, shall be deemed to have resigned. Such a Director will receive written notice from the President that he/she is no longer a Director and a vacancy shall be declared. A Director may resign by sending a letter of resignation to the Secretary.
7) The Board shall meet semi-annually each year. The dates, times and places shall be determined by the Board and notice thereof shall be given in the Newsletter at least thirty (30) days prior to the meeting date.
8) The second of the semi-annual meetings shall be considered the Annual Board Meeting. The purpose of the Annual Meeting shall be to: a) receive reports of activity since the last Board Meeting; b) determine plans for the coming years; c) review the Treasurer’s reports; d) elect officers; e) elect members to the Board; and f) transact such other business to come before the meeting.
9) Special meetings of the Board may be called by the President or by any four (4) Directors. Notice of any Special Meeting and the purpose thereof shall be given to all Directors at least forty-eight (48) hours in advance.
10) Members of the Board may participate in a meeting via conference telephone or similar communications devices, as long as all members participating in the meeting can hear one another.
11) Any action required or permitted to be taken by the Board of Directors may be taken if a majority of the directors participate in writing or by telephone. The description and votes on proposed actions shall be filed with the minutes of the next meeting of the Board.
12) All Board Meetings except for Executive Sessions shall be open to all Association members.
ARTICLE VIII Officers
1) The Officers of the Association shall be the President, Vice President, Secretary and Treasurer who shall be members of the Board of Directors.
2) The term of office for all Officers shall be one (1) year. When a vacancy occurs in any office it shall be filled by the Board for the unexpired term as soon as possible.
3) Following the election of Directors at the Annual Board Meeting, the Board of Directors shall elect the officers who shall take office immediately.
4) The President shall preside at all meetings of the Board of Directors, provide the managerial leadership and perform the customary duties of the office. The President shall appoint the Chairs of all Committees and be an ex-officio member of each committee.
5) The Vice President shall perform such duties as may be assigned by the President . In the absence of the President, the Vice President shall assume and discharge the duties of the President.
6) The Secretary shall keep or cause to be kept the minutes of all meetings of the Board of Directors and shall conduct necessary correspondence and communication with members of the Association as the need arises. The Secretary shall perform such other duties as may be prescribed by the President.
7) The Treasurer shall perform all duties required by the nature of the office including, but not limited to: a) keeping a system of accounts of all financial affairs of the Association; b) depositing all monies of the Association in a bank account designated by the Board; c) disbursing funds of the Association as may be authorized by the Board; d) rendering an accounting and report to the Board quarterly; and e) performing such other duties as may be prescribed by the President from time to time.
ARTICLE IX Committees
1) The Standing Committees of the Association shall consist of an Executive Committee, a Membership Committee, a Legislative Committee and a Corporate Governance Committee.
2) The Executive Committee shall consist of the Officers of the Association and it shall have the responsibility for its day to day operations. Any financial commitments in excess of five percent (5%) of the approved annual budget must be approved by the Board. All actions of the Executive Committee shall be recorded and included in the minutes of the next Board of Directors meeting.
3) The Membership Committee shall be responsible for the development of the annual membership campaign to maintain and increase the membership of the Association including the expansion of our membership in CCRCs where we have limited membership participation. The Committee shall, in coordination with the Treasurer, make recommendations for any changes in the dues structure.
4) The Legislative Committee shall develop and maintain the list of the Association’s legislative and regulatory goals and objectives and prioritize them with respect to the upcoming legislative session in coordination with the Association lobbyist.
5) The Corporate Governance Committee shall continually review the Association’s governance process and propose any changes in its process and procedures, including any desired bylaw changes, to foster its objectives. The Committee shall act as the nominating committee and propose procedures for handling nominations to the Board; draft and organize Board operational policies; recommend procedures for conducting periodic evaluations of the effectiveness of the Board; and be responsible for the education and training of newly elected Directors.
6) The Board or the President may create such ad hoc committees as determined to be appropriate from time to time. Any such committees and the membership therein shall expire when the committee completes its task and submits a final report to the Board.
7) The Chairperson of each committee shall be appointed by the President. Committee members shall be appointed by the Committee Chairperson subject to the advice and consent of the President.
8) Members who are not on the Association’s Board may be appointed to any Committee provided that members who are on the Board shall constitute a majority of the committee’s membership.
ARTICLE X Indemnification
1) The Association shall have the power to indemnify its Directors, Officers, employees or agents acting on its behalf against liability or expenses incurred in any action brought or threatened against any such persons to the extent either authorized or not prohibited under California law. The Association may purchase insurance for such purposes, whether or not it would have the power to provide such indemnification under this Article.
2) The President shall procure and maintain such insurance that meets the provisions set forth in California Nonprofit Corporation Law
ARTICLE XI Parliamentary Authority
The Rules contained in the 11th edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases involving procedures not inconsistent with these Bylaws.
ARTICLE XII Dissolution of the Association
The interest of each member in the funds, investments and other assets of the Association shall terminate upon the dissolution or termination of the existence of the Association, and no member shall have any interest or right in such assets individually. Upon dissolution or termination of the Association the funds, investments or other assets shall be distributed among non-profit organizations having similar charitable purposes.
ARTICLE XIII Amendments to the Bylaws
Changes to these Bylaws require approval by two-thirds of the Board of Directors. Notice of any proposed changes, including the text of such changes, must be provided to Directors at least thirty (30) days in advance of any vote.
APPROVED BY THE BOARD OF DIRECTORS ON APRIL 24, 2019