ARTICLE I
Name and Definition
The name of this committee is the California Water Political Action Committee, hereinafter referred to as CalWater PAC, or Committee. CalWater PAC is a voluntary, nonprofit and incorporated Committee of individual members involved in the water and related industries, and others, and is not affiliated in any way with any political party or any other entity.
ARTICLE II
Purpose
2. To encourage members, and others, to understand the nature and actions of their government.
ARTICLE III
Section 1. Members. Membership shall be available to members of the water and related industries, their service providers, and others. The Board of Governors shall review all requests for membership. Section 2. Candidate for Membership. The Board of Governors may approve or reject any candidate for membership upon receipt of that candidate's application, or if already a member, then upon a requested renewal of membership. Section 3. Qualification. Any person who contributes the minimum amount established by the Board of Governors and who meets the aforesaid qualifications may become a member of CalWater-PAC for the fiscal year in which the Committee received the contribution. The initial qualification amount is $100 or more in cash, or in materials and/or services valued at $100 or more. Any contribution in excess of the annual contribution specified in the CalWater-PAC bylaws, as said amount may be changed from time to time, shall not alter the contributor's membership status. Section 5. Removal from Membership. The Board of Governors shall have the power to remove a member, by a two-thirds majority vote of the Board, for actions it determines in its sole discretion are detrimental to CalWater-PAC.
Section 2. Limitations. Section 3. Initial Governors. The initial Governors shall be appointed by the majority of the organizing committee and shall be subject to the recall provisions of Section 8 below. The initial Governors shall serve until the initial election of Governors, which shall be called by the Chair no later than one year after formation. Of the Governors then elected, two shall serve for a one-year term, two shall serve for a two-year term, and three shall serve for a three-year term. The time of service of the initial Governors prior to the initial election shall not be applied to the term-of-service limit as herein prescribed. Section 4. Duties. The Board of Governors shall have supervision and control over the affairs and funds of the Committee, shall establish and carry out all the policies and activities of the Committee, and shall have the authority to undertake any actions necessary in furtherance of the interests of the Committee. The Governors, except the Treasurer, shall serve without compensation, but may be reimbursed for authorized out of pocket expenditures. The Governors may employ such staff or consultants as may be necessary to carry out the affairs of the Committee. Section 5. Nomination and Election. The Chair shall accept nominations from any member of CalWater-PAC either for himself or on behalf of another CalWater-PAC member for election to the Board of Governors. If there is the same or less number of nominees as there are anticipated vacancies, all nominees shall be deemed elected to the Board of Governors. If there are a greater number of nominees than there are anticipated vacancies, the Chair shall call for an election by the general membership at the appointed time. No nominee for the Board of Governors may campaign for the office of Governor prior to the call for nominations. No nominee for the Board of Governors may expend Committee funds for the purpose of campaigning for said office. Section 6. Term of Office. Notwithstanding Section 2 of this Article IV, the term of office of a Governor shall be three years or until such Governor's successor is elected and qualified. Section 7. Vacancies. Any vacancies that occur during the term of a Governor may be filled by a majority vote of the Board of Governors. Section 8. Resignation. A Governor may resign at any time by giving written notice to the Chair. Section 9. Recall of Governors. A Governor may be removed from the office of Governor (and if an officer, then from that office also), when the Board of Governors receives a petition containing the signatures of a minimum of 10% of members requesting the removal from office of a certain Governor, or upon a majority vote of the Board of Governors recommending removal. A majority vote of the general membership in attendance at an in-person or conference call meeting called by the Chair for the purpose of the recall election shall determine whether a Governor is recalled.
ARTICLE V Section 1. Designations. The officers of CalWater PAC shall be a Chair, a Vice-Chair, and Secretary, and shall constitute the Executive Committee. The officers shall be elected by the Board of Governors from among its members at its first meeting and subsequent annual meetings, and shall serve for a term of one year. Section 2. Duties. The duties of the officers shall be such as are usually attached to such offices, and to such further duties as may be designated from time to time by the Board of Governors. In addition: a. The Chair shall preside at the meetings of the Board of Governors, shall be an ex-officio member of all CalWater PAC committees and shall appoint all committee chairs and committee members. All such appointments shall be subject to the approval of the Board of Governors. c. The Secretary shall give due notice of all meetings to the members and of the Board of Governors, shall take minutes of all such meetings and shall prepare and keep such non-financial records as the Governors may prescribe. Section 3. Treasurer. The Treasurer shall be the custodian of the funds of CalWater PAC, shall collect all contributions and other funds of CalWater PAC, shall disburse all moneys of the Committee in accordance with the instructions of the Board of Governors, shall keep full and accurate accounts, shall present financial statements and shall prepare, sign, and file all reports of governmental authorities required by law or directed to be filed by the Board of Governors. The Treasurer shall give bond in such sum as may be fixed by the Board of Governors, the premium on such bond to be paid by CalWater PAC, and he or she shall be appointed by and serve at the pleasure of the Governors who will determine the compensation, if any, for his or her services. Section 4. Successors to the Officers and the Treasurer. If the Chair, or the Treasurer dies, resigns or is removed from office, the Vice-Chair shall immediately become Chair or Treasurer, as the case may be, and shall serve in such office until an election is held at a special meeting of the Board of Governors. Such special meeting shall be held within thirty (30) days following occurrence of the vacancy. Following such election, the former Vice-Chair shall then again assume the office of Vice-Chair unless he or she shall be elected to the office of the Chair or Treasurer, in which case an election shall be held at the same meeting for the office of Vice-Chair. Any other vacancies in the office of Vice-Chair or Secretary may be filled by election at any meeting of the Board of Governors. Section 5. Executive Committee. The Executive Committee shall have the power to act between meetings of the Board of Governors. Actions taken by the Executive Committee shall be subject to ratification by the full Board at its next regularly scheduled meeting. ARTICLE VI Section 1. General Membership Meetings. A meeting of the general membership may be called upon petition by 10% of the membership, or upon request of a majority of the Board of Governors. Notice of such meeting with the agenda shall be sent to each member at least thirty (30) days in advance. There shall be no quorum requirement for any meeting of the general membership. However, a majority of those present is required for action taken at such meetings. Section 2. Meetings of the Board of Governors. There shall be an Annual Meeting of the Board of Governors. The Chair, upon five days notice, may call regularly established meetings. Special meetings of the Board of Governors may be called by the Chair on his or her own initiative or may be called at the request of three members of the Board. Five (5) Governors shall constitute a quorum at any meeting of the Board of Governors. Any special meeting may be called upon a good faith attempt to notice all Governors. Any meeting of the Board of Governors may take place in person, telephonically, via e-mail, by videoconference or by such other means as the Chair may establish that ensures all Governors have the opportunity to participate.
a. No elected state or local public official or candidate for state or local elected office shall serve as a member of the Board of Governors of the Committee. However, such person may serve in an honorary or advisory capacity as the Committee shall determine.
b. A majority of the members of the Board of Governors shall not serve at the same time as a majority of the directors of any other state or local political action committee.
Officers
b. The Vice-Chair shall preside at the meetings of the Board of Governors and officiate in the absence of the Chair or at the Chair's request.
Meetings
CalWater PAC shall have such committees as the Board of Governors determines are necessary and desirable for carrying out its purposes and objectives. The chairs of such committees shall be appointed by the Chair of the Board of Governors, subject to the approval of the Board of Governors. ARTICLE VIII Cash on hand not needed to pay administrative and other operational expenses shall, as determined by the Board of Governors, be contributed (i) to support candidates for election to political offices in California; (ii) to support or oppose other matters related to the water industry placed before voters in California; and (iii) to other political action committees. ARTICLE IX Section 1. Books and Records. The Committee shall keep correct and complete books and records of account. The Board of Governors shall determine the frequency of audits of the Committee's books of account. The Chair shall name any auditor retained by the Board after the Board has approved the retainer agreement. Section 2. Tax Year. Tax reporting for the Committee shall be on a calendar year, retroactive to May 6, 2004. Section 3. Deposits. The funds of the Committee shall be deposited to the credit of the Committee in such banks, or other depositories of securities, which are insured or guaranteed by the federal government, as the Board of Governors may select. Section 4. Signature on Disbursing Checks. One officer shall have the authority to sign all checks. Any one of the following four shall be authorized to sign all disbursing checks: Chair, Vice-Chair, Secretary or Treasurer. Section 5. Directors and Officers Liability Insurance. The Board of Governors shall obtain and maintain Directors and Officers liability insurance appropriate to cover the normal and routine activities of the Board of Governors and the Committee. ARTICLE X These Bylaws may be amended or replaced by the use of the following procedures: The proposed change in the Bylaws shall be sponsored either by the Board of Governors, or by the general membership as evidenced by a petition containing the proposed changes signed by a minimum of 10% of members. A majority vote by the members returning the ballot or a majority of the Board of Governors shall be necessary to amend or replace these Bylaws. ARTICLE XI The Committee may be dissolved by a two-thirds vote of the Board of Governors, or, in the alternative, by majority of the CalWater-PAC membership. In the event of dissolution, any assets remaining after payment of all debts and expenses shall be paid over to one or more political action committees, as approved by a two-thirds vote of the Board of Governors, or if Board of Governors no longer exists, by a majority of the CalWater-PAC membership.
Distribution of Funds
Books, Records, Finances and Insurance
Amendments to Bylaws
Dissolution
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