Bylaws

Revised and Amended Bylaws of the
CALIFORNIA CONTINUING CARE RESIDENTS ASSOCIATION, INC.
December 13, 2012

ARTICLE I
Name

The Association name shall be: California Continuing Care Residents Association, Inc. (CALCRA).

ARTICLE II
Purpose

This association is organized under the California Nonprofit Public Benefit Law for public purposes. The specific purposes of this association are:

a) To enhance the financial security and quality of life of Continuing Care Retirement Community (CCRC) residents throughout California;

b) To help develop and pass state regulatory legislation on CCRC matters; and

c) To serve as an information resource for residents of CCRCs and their organizations.

ARTICLE III
Membership Year

The membership year of the Association shall be the calendar year.

ARTICLE IV
Membership

a) Resident Members: Residents of CCRCs in California are eligible to become members of CALCRA upon application and payment of annual dues.

b) Associate Members: All persons interested in supporting the purposes of CALCRA 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 CALCRA members of a CCRC may organize as a CALCRA Chapter by notifying the CALCRA State Board of Directors. Chapters may draw up their bylaws so long as they are not in contravention with these bylaws.

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

a) 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.

b) The Board of Directors shall consist of such number of Directors as the Board may determine.

c) The Secretary shall notify all members via the Newsletter that “at large” nominations for Director are in order with instructions on how nominations are to be submitted. Applicants must be members in good standing and must submit qualifications and consent statements. “At large” nominations and supporting data must be submitted to the Secretary not later than August 10th. If no “at large” candidates are nominated, the Secretary shall announce the election of all nominees selected by the Board of Directors at the Annual Board Meeting.

d) Nominations for Director will be considered and voted on at the Annual Board Meeting. Those receiving the most votes for the Director positions required shall be elected and installed.

e) The term of office of an elected Director shall be for three years.

f) Each Director is expected to participate in the affairs of CALCRA in a meaningful way. This includes attendance at all meetings (see paragraph “h” below), participation in interim discussions of issues and conference calls, and membership and participation in at least one committee of the Board.

g) When a vacancy occurs, the Board shall act solely as soon as possible to fill the unexpired vacant term.

h) Any director who is absent from two consecutive meetings of the Board of Directors without a written notification to the Secretary shall be deemed to have resigned. Any Director who is absent from three consecutive meetings, regardless of cause, shall be deemed to have resigned. Such a Director shall 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.

i) The Board of Directors shall meet semi-annually each year. The dates, times and places shall be determined by the Board. Notice of Board meetings will be given in the Newsletter published at least 30 days prior to the meeting date.

j) The Board of Directors shall have an Annual Meeting in the fall. The date, time and place shall be determined by the Board. The purpose of the Annual Board Meeting shall be to: 1) receive reports of activity since the last Annual Board Meeting; 2) determine plans for the future; 3) review the Treasurer's annual report and to approve the subsequent year budget; 4) elect members to the Board of Directors; and 5) transact other business to come before the meeting.

k) Special meetings of the Board of Directors may be called by the President or by four Directors. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if a majority of the Directors participate in writing or by telephone. The description, written consents and votes on proposed action shall be filed with the minutes of the next meeting of the Board.

l) A majority of the authorized number of Directors shall constitute a quorum at any meeting. No action shall be taken at any meeting (except to adjourn) unless a quorum is present. Each Director shall have one vote and action may be taken by vote of a majority of Directors present.

m) All Board meetings except executive sessions shall be open to any CALCRA member.

ARTICLE VIII
Officers

a) The Officers of the Association shall be President, Vice President, Secretary and Treasurer. Any member of CALCRA may be appointed by the Board to serve as Secretary and/or Treasurer and to serve on the Executive Committee. The term of Officers shall be one year.

b) Following the election of Directors at the Annual Board Meeting, the new Board of Directors shall elect and/or appoint their officers. When an officer vacancy occurs, the Board shall select a successor to complete the unexpired term.

c) The officers of the Association shall constitute the Executive Committee. Meetings may be called at a certain place by the Secretary or by telephone conference call. The Executive Committee shall have the responsibility for the day to day operation of CALCRA. Any Executive Committee plans for financial commitments in excess of five (5) percent of the annual budget must be approved by the Board of Directors. All actions or decisions of the Executive Committee shall be recorded and included in the minutes of the next subsequent Board of Directors meeting.

d) The President shall preside at all meetings of the Board of Directors, provide the leadership and perform the customary duties of his/her office. The President shall appoint the chair of committees and be an ex-officio member of each committee.

e) The Vice President shall perform such duties as may from time to time be assigned to him/her by the President. In the absence of the President, the Vice President shall assume and discharge the duties of the President.

f) The Secretary shall keep or cause to be kept the minutes of all meetings of the Board of Directors. He/she shall conduct all necessary correspondence and communicate with members of the Association as the need may arise. The Secretary shall perform such other duties from time to time as prescribed by the President.

g) The Treasurer shall perform all duties required by the nature of the office including, but not limited to:

1) keeping a system of accounts of all financial affairs of the Association;

2) depositing all monies of the Association in a bank account designated by the Board;

3) disbursing funds of the Association as may be authorized by the Board;

4) rendering an accounting and report to the Board quarterly;

5) performing such duties from time to time as may be prescribed by the President.

h) Committees, either standing or ad hoc, may be formed by the President, with approval of the Board of Directors, as the need arises.

ARTICLE IX
Amendments to the Bylaws

Changes to these Bylaws require approval by two-thirds of the Board of Directors.