MENDOCINO CANNABIS INDUSTRY ASSOCIATION
a California Mutual Benefit Corporation
ARTICLE 1 Name and Object
1.1. Name. The name of the Corporation shall be “Mendocino Cannabis Industry Association.”
1.2. Object. The purpose of this Corporation is to promote the general welfare of the medical cannabis industry in Mendocino County. We will do this by providing increasing public awareness and perception of the superior quality of cannabis grown in Mendocino County, by providing an environment for better understanding between members and for the exchange of ideas among members, by participating in ongoing efforts to bring about the full legalization of cannabis use, by providing for the continuing education of our members, by promoting Mendocino County as a recognized appellation for cannabis, by promoting “Mendocino Grown” as a well-known trademark designating quality cannabis products from Mendocino County, by disseminating information about Mendocino cannabis to the public, and by otherwise engaging in such other lawful trade association activities as the Board of Directors may determine.
ARTICLE 2 Mission Statement
The MCIA is a community of industry professionals dedicated to preserving and promoting Mendocino’s heritage of producing world class cannabis and cannabis products.
ARTICLE 3 Board of Directors
3.1 General Powers of Directors. The Board of Directors shall guide the affairs of the Corporation, and subject to the restrictions imposed by law, by the Articles of Incorporation or by these By-Laws, may exercise all of the powers of the Corporation.
3.2 Specific Powers of Directors. In furtherance of its general powers and without limiting those, the directors shall have the following authority:
(a) To make and change regulations inconsistent with these By-Laws, for the management of the Corporation’s business and affairs.
(b) To designate from time to time, the time and place of its meetings, or to authorize the President to do so.
c) To appoint committees to address specific requirements in furtherance of the Corporations objective, and to define the powers and duties of such committees.
(d) To select and establish accounts at banks or trust companies for the Corporation and to determine how such accounts are accessed and managed.
(e) To approve the admission of new members of the Board, or the expulsion of current members.
(f) To fill vacancies on the Board of Directors, and to effect removal of directors as specified in Section 2.7-2.9.
(g) The Board reserves the right to fill vacancies for the Executive Director and other employees as well as to terminate positions.
(h) The Board will at all times retain 10 members who actually “touch the plant,” or have a direct relationship to the cultivation, manufacturing, testing, transporting, dispensing or otherwise work with the cannabis plant or its added value products, its use by patients as medicine, and other legal, related commercial activities.
The foregoing shall each be as further defined in these Bylaws.
3.3 Number of Directors; Term. There shall be a total of fifteen Directors plus non-voting Board members including the Executive Director. In addition to the immediate Past President, the Board of Directors should be (to the extent possible) composed of individuals who are broadly representative of the cannabis industry in Mendocino County. Each Director shall serve for a term of two years commencing on January 1st following the election. A Director who has served a full term of two years shall be eligible to be re-elected for two additional two-year terms, or be eligible to be elected to an officer position of the Corporation subject to confirmation by the membership of the Board. The term of any Board member cannot exceed three terms or six years unless elected as President and then it will be extended to seven years. The immediate Past President shall serve on the Board of Directors for a period of one year.
3.4 Frequency and Platform for Board Meetings. The Board of Directors shall meet monthly and may conduct its business either in person or by conference call. In-person meetings must occur at least every other month unless, due to agreement by Board members, extenuating circumstances call for exceptions to this rule.
3.5 Quorum. Eight of the members of the Board of Directors must be present at any meeting to constitute a quorum for the transaction of business. Directors may not vote by proxy.
3.6 Votes by email or in person. The Board of Directors will keep the quorum rule that eight members must be present to constitute a quorum whether meeting in person or by conference call. All actionable items may be voted on by Board members in either condition only if that member has participated in the meeting in which the motion was put forward, seconded, and discussed.
3.7 Resignation. A director may resign at any time by giving written notice to the President, the Secretary, or the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or the Board.
3.8 Vacancies. Any vacancies that may occur on the Board of Directors by reason of death, resignation, or removal, shall be filled by a member of the Corporation from the same membership category as the vacant position, or to maintain diversity if possible, or is appointed by the President and approved by a majority vote of the Board of Directors to fulfill the current board year.
3.9 Removal. The Board of Directors may remove a Director and declare a vacancy on the Board:
(a) Removal for cause: By a vote of two-thirds of the Board of Directors, if a Director has been declared of unsound mind by a final order of the court; convicted of a felony not involving cannabis; in the case the Corporation holds assets in charitable trust, has been found to have breached the fiduciary duties arising from the Corporation holding such assets; if any Director misses three meetings of the Board during any calendar year without reasonable cause; a Director resigns from the member organization, which served as the basis for membership in this Corporation, and fails within ninety days from such resignation to establish membership with another member organization of the same category; or fails or ceases to meet any required qualification of a Director which was in effect at the beginning of that Director’s current term of office.
(b) Without cause: Any director may be removed without cause by a two-thirds vote of the directors at any regular or special meeting. Notice of the purpose of such meeting must be sent to all Directors and members, respectively, at least 30 days prior to the meeting.
ARTICLE 4 Executive Director
4.1 Appointment of Hiring Committee. The Board of Directors may hire an Executive Director, on the recommendation of a hiring committee appointed by the Board, to be the Corporation’s CEO who shall serve at the Board’s discretion, in accordance with a job description defined by the Board, and at such compensation as the Board may deem proper and reviewed on a regular basis in accordance with the Corporation’s policies and practices and the employment agreement with the Executive Director.
4.2 Staff Personnel. The Executive Director, in conjunction with the hiring committee designated by the Board of Directors, will hire staff as needed and as financially viable. Subject to the foregoing, the Executive Director shall be responsible for the hiring and management of staff personnel, including but not limited to defining their scope of duties, compensation and employment decisions, consistent with financial and operational policies and budgets established by the Board of Directors.
ARTICLE 5 EXECUTIVE COMMITTEE
5.1 Composition. The Executive Committee shall consist of the President, the Vice President (if one exists), the Immediate Past President, the Treasurer, the Secretary, and the Executive Director (if other than the President). In the event the Executive Director and President are different people, the Executive Director shall serve as a non-voting (ex-officio) member of the Executive Committee.
5.2 Authority. The Executive Committee shall have all the power and authority of the Board of Directors while the board is not in session, except for the commitment of the Corporation to an obligation exceeding $2,500.00 (this amount may be reviewed at least annually). Any actions taken by the Executive Committee shall be reported to the Board of Directors by email as soon as practicable, or at the first Board meeting subsequent to that action.
ARTICLE 6 Committees
6.1 Designation. The Board of Directors may create committees for specific purposes to perform such services as may be prescribed, from time to time, by the Board of Directors, and appoint (or remove) members of such committee or committees.
6.2 Purpose of Committees. Committees may include research, monitoring, and leading in participation of such as but not limited to Marketing, County Policy, Tourism, Environmental Impact, Economic Development, Membership and others.
6.3 Authority of Committees. No action taken or recommendation made by a committee shall be binding upon the Corporation until after approval thereof by the Board of Directors. Such action can be requested on an urgency basis, in between regularly scheduled Board or General membership meetings.
ARTICLE 7 Officers
The officers of this Corporation shall consist of a President, a Vice-President (if appointed by the Board), a Secretary and a Treasurer and such additional officers who shall be appointed or elected by the Board of Directors and confirmed by the membership. In the event of the death or resignation of any officer, the Board of Directors shall appoint a successor who shall hold office until the expiration of the term of the officer they replace.
ARTICLE 8 President
The President shall preside over all meetings of the Board of Directors. The President shall also have such other powers and perform such other duties as may be required of the President from time to time, by the Board of Directors. The President shall be elected from, and shall have been a member for a period of not less than two years, the Board of Directors and be confirmed by the membership on the annual ballot. The President may be re-elected to this office for a consecutive term.
ARTICLE 9 Vice President
The Board may, but is not required to, appoint a Vice President, who shall, in the absence of the President, perform all of the duties and have all the powers of the President. The Vice President shall further possess such other powers and perform such other duties as shall be assigned by the Board of Directors. The Vice President shall be elected from, and be a member of, the Board of Directors serving the second year of a two-year elected term or if appointed, having served a two-year term, and be confirmed by the membership on the annual ballot. It is the intent of these By-Laws that the Vice President becomes President if so desired and elected by the Board of Directors under Article 16.
ARTICLE 10 Treasurer
The Treasurer shall perform all duties implied by the designation “Treasurer” including the supervising the maintenance of a full set of books of account setting forth all receipts and disbursements and such other information as may be, in the judgment of said Treasurer, pertinent, or such as may be required by the Board of Directors. The Treasurer shall make available to members an annual financial report following the end of the calendar year and completion of year-end closure and tax filings. In case of the Treasurer’s absence, refusal, or inability to act, the Treasurer’s duties may be performed by any person whom the Board of Directors may direct. The Treasurer shall be elected from, and be a member of the Board of Directors serving the first or second year of a two-year elected term for a period of not less than one year, and confirmed by the membership on the annual ballot. If there are not two willing or qualified participants for the position of Secretary and Treasurer, the position may be combined into one position as Secretary- Treasurer.
ARTICLE 11 Secretary
The Secretary shall supervise the maintenance of a record of the proceedings of the Board of Directors and the meetings of the members. The Secretary shall fill out and countersign all certificates issued and supervise the making of proper entries in the books of the corporation. The Secretary shall serve all notices required by law or the By-Laws of the Corporation and in case of the Secretary’s absence, refusal, or inability to act, the Secretary’s duties may be performed by any person whom the Board of Directors may direct. The Secretary shall be elected from, and be a member of the Board of Directors serving the first or second year of a two-year elected term, and confirmed by the membership on the annual ballot. The Secretary may also serve as Treasurer if so desired and elected by the Board of Directors.
ARTICLE 12 Membership
12.1 Classification. Memberships in this Corporation shall consist of regular members, and honorary members.
12.2 Eligibility of Regular Members. To be eligible for regular membership in this corporation, the applicant must be actively engaged in the cannabis industry in Mendocino County as defined by MCRSA or be a services provider to the cannabis industry in Mendocino County (e.g. members of the legal, medical, advertising, or public relations professions), or have other qualifications that the Board of Directors deems desirable for inclusion as a member. An application for membership must be approved by a majority of the Board of Directors.
12.3 Eligibility of Honorary Members. The Board of Directors shall have the power to admit honorary members of this Corporation and for such period as they may elect, such persons of prominence or note, as it may think proper, or service which it may wish to recognize in this manner and to enjoy such privileges and benefits as may be determined by the Board of Directors.
12.4 Participation on Behalf of An Entity. The participation in the conduct of the affairs of the Corporation of each regular member shall be exercised (including the right to vote) by a designated representative. Either officers or employees of regular member organizations may serve on committees, attend meetings and take part in corporation activities. Only the designated representative (delegate) shall have the right to vote on behalf of the member organization. A regular member may change its designated representative at will upon written notice to the Secretary of the Corporation. The designated representative must be an employee or owner of the regular member firm.
12.5 Voting Eligibility. All regular members shall be entitled to one vote at all meetings of members of this Corporation.
12.6 Electronic Notifications. All regular members agree to receive electronic notifications (pertinent meeting or association information) from the Corporation.
ARTICLE 13 Initiation Fee and Membership Dues
13.1 Initiation Fees. An initiation fee may be determined by vote of the Board of Directors.
13.2 Membership Dues. Membership dues will be determined by vote of the Board of Directors and are non-refundable.
ARTICLE 14 Annual Meeting of Members
14.1 Annual Meeting. There shall be an annual meeting of the regular members of this Corporation, to be held in the State of California on a date and at place as the Board of Directors shall determine, unless the Board of Directors conducts the meeting by ballot as described in Section 14.4 below. If authorized by the Board of Directors in its sole discretion, the meeting may occur by electronic transmission to and from the Corporation, or by electronic video screen communication.
14.2 Election of Directors. Members of the Board of Directors will be elected at an annual general membership meeting.
14.3 Notice of Meeting. Notice of the date, time, and place of each meeting of the members of the Corporation shall be mailed with first-class postage or sent by electronic transmission by the Executive Director, President or Secretary to each member not later than 30 days prior to any meeting, nor later than 10 days prior to any special meeting. The notices of such meetings shall be deemed delivered when mailed, emailed or faxed to the designated delegate as they appear on the records of the Corporation.
14.4 Nominating Committee. A nominating committee consisting of five members is to be selected by the President. This committee shall consist of two sitting board members, one of which is preferred to be the Immediate Past President, and three members at large, one of whom is preferred to be a Past President. This committee shall select a slate of candidates for the Board to be approved by the board and presented to the membership for election. Nominating committee recommendations for the Board candidates shall be announced and introduced to the Board for approval of the slate.
14.5 Action by Ballot. Every action that may be taken by the members may be done by written ballot. Each ballot for the election of directors, the confirmation of the slate of officers, or other action to be taken by members shall set forth the proposed action, provide a means to approve or disapprove the action, and provide a reasonable time within which to return the ballot to the Corporation in order to be counted. The ballot shall also state the number of responses needed to meet the quorum requirement, and with respect to ballots other than for the election of directors, state the percentage of approval necessary to pass the measure submitted. A ballot shall be mailed or electronically provided in a recognized secure voting mechanism to each regular member in good standing. In addition to candidates, a list of officers for the next year shall be included on this ballot and each regular member shall be entitled to vote to confirm the slate of officers. The ballots shall be counted or if electronically submitted, reviewed by the Executive Director, or designee, and two witnesses, one of which must be a Director. Announcement of the election results shall be provided to the membership in an email, published at the next membership event.
ARTICLE 15 Termination of Membership
15.1 Voluntary Resignation. Any member may resign membership in this Corporation upon delivery to the Secretary written notice thereof, the effective date of such resignation to be the date of the said delivery.
15.2 Termination of Membership by Board. The membership of any member may be terminated at the option of the Board of Directors of the Corporation, upon a failure to pay dues or otherwise to abide by the By-Laws, rules and/or regulations of this Corporation or for other good and valid reason as may be determined by a majority vote of the Directors.
15.3 Notification of Membership Changes. The Secretary shall notify all members of the admission of new members and the termination of membership in this Corporation through a regular publication, such as a newsletter, website, or email notification, or at the next general meeting of members.
ARTICLE 16 Liability of Members
No member of this Corporation, either regular or honorary, shall be personally or otherwise liable for any of the debts, liabilities and/or obligations of this Corporation.
ARTICLE 17 Salaries and Expenses
The members of the Board of Directors and the officers shall serve without compensation. The reasonable expenses incurred by the officers, directors and committees of the Corporation, when attending other than regular meetings and in carrying out the work of the Corporation, may be reimbursed in accordance with the policies and practices of the Corporation. The exception is the Executive Director.
ARTICLE 18 Donations
This Corporation may accept gifts, legacies, donations and/or contributions and in any amount and any form, from time to time, as approved by the Board of Directors. This Corporation may also make donations and/or contributions to worthy causes as deemed appropriate by the Board of Directors and that are consistent with the Corporation’s Objectives.
ARTICLE 19 Miscellaneous Provisions
19.1. Corporate Seal. The corporate seal of the Corporation shall be in such form as the Board of Directors shall determine and shall contain the name of the Corporation, the date and state of its creation and such other matters as the Board of Directors, in its discretion, may determine. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, or otherwise reproduced. The corporate seal shall be kept at the principal office of the Corporation.
19.2 Principal Office. The principal office of the Corporation shall be established and maintained for each year hereafter as the place of business as determined by the Board of Directors. Other offices of the Corporation may be established at such places as the Board of Directors may designate or the business of the Corporation may require.
19.3 Checks, Drafts, Notes. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation for all debts of the Corporation, and any investments of reserves shall be signed by the President and countersigned by the Secretary or Treasurer, or by such officers as shall from time to time be determined by the Board of Directors.
19.4 Rules of Procedure. At all meetings of the Corporation the rules of parliamentary procedure as laid down in Robert’s Rules of Order shall govern.
ARTICLE 20 Fiscal Year
The fiscal year of this Corporation shall be from January 1st through December 31st.
ARTICLE 21 Dissolution
The Corporation shall use its funds only to accomplish the objectives and purposes specified in the By-laws, and no part of said funds shall inure to the benefit of, or be distributed to the members of the Corporation. On dissolution of the Corporation, any funds remaining shall be distributed in a manner approved by the Board of Directors and in accordance with applicable laws.
ARTICLE 22 Amendments
Amendments to the By-laws may be proposed by the Board of Directors on its own initiative or by any regular member. The Board of Directors shall present all such proposed amendments to the regular membership at least 30 days prior to the scheduled meeting via electronic transmission or mail. Amendments to the By-laws shall be approved by a two-thirds affirmative vote of the Board of Directors at any regular or special meeting of the Board of Directors.