Mendocino County Lodging Association Bylaws
Approved December 2009

ARTICLE 1: NAME AND STATUS

The name of this organization shall be the MENDOCINO COUNTY LODGING ASSOCIATION, INC. (“MCLA”). It is incorporated as a non-profit corporation under the laws of the State of California. The organization shall observe all local, state, and national laws which apply to nonprofit organizations, as defined in Section 501 (c) (6) of the Internal Revenue Code.


ARTICLE 2: PURPOSE AND MISSION

MCLA’s purpose is to provide a forum for its members to define and promote the general interests of the lodging industry in Mendocino County. MCLA’s mission is to:

 Provide, support and communicate information about programs and services that advance the lodging industry in Mendocino County.
 Advocate for the promotion of the Mendocino County lodging industry by maintaining a County- wide Business Improvement District (“BID”) and overseeing the disbursement of funds raised.
 Represent MCLA to other organizations, such as the Mendocino County Promotional Alliance, the Mendocino Winegrape and Wine Commission, local Chambers of Commerce, County and City elected officials.

ARTICLE 3: MEMBERSHIP

1. As of August 31, 2006, any lodging establishment in Mendocino County who pays Transient Occupancy Tax to the County of Mendocino or a city within Mendocino County is obligated to pay the BID Assessment (Mendocino County Ordinance Section #5.140), and therefore, is automatically a member of MCLA.
2. No dues or other assessments shall be required as a condition of MCLA membership as long as a County-wide BID exists.
3. A lodging establishment in MCLA is defined as being in ”Good Standing” by being “current” with all BID and TOT payments. “Current” is defined as being not more than one month behind in paying all BID and TOT payments as required.
4. Privileges of membership in Good Standing include:
 Eligible to serve on the Board of Directors
 Eligible to serve on the various MCLA committees
 Eligible to vote in elections
5. Each lodging establishment in “Good Standing” shall have one (1) vote.
 The owner of each business will be the representative, unless the owner formally designates, in writing to MCLA, an employee to serve as representative. The business owner may change the representative at any time with formal written notice to MCLA.
 If an employee is formally designated, that representative shall have all privileges of membership. That representative’s privileges shall be terminated immediately upon termination of employment, and representation for that member business shall immediately revert to the owner.

6. Membership privileges shall be immediately terminated when the member surrenders their certificate of occupancy and ceases to operate as a lodging business in Mendocino County.


ARTICLE 4: BOARD OF DIRECTORS

1. The Board of Directors (“Board” or “Directors”) shall be empowered to conduct all MCLA business. MCLA shall carry indemnity insurance for Board Members.

2. The Board will consist of nineteen (19) Directors, distributed among regions of Mendocino County and reflective of relative TOT and /or BID contributions, in the following manner.
 Coastal (coastal corridor, from county line to county line):13 seats
a) Fort Bragg (2 seats)
b) Village of Mendocino (2 seats)
c) Little River (2 seats)
d) Point Arena (1 seat)
e) Gualala (1 seat)
f) At-Large South (3 seats) Points South of the Navarro River
g) At-Large North (2 seats) Points North of the Navarro River
 Inland Corridor : 6 seats
a) Ukiah (2 seats)
b) Willits (1 seat)
c) At-Large (3 seats)

3. Allocations of Board seats will be reviewed at least every two (2) years from the date of adoption of these amended By-laws to reflect any changes.

4. Board members, with Board approval, may transfer between various geographic regions if they qualify in more than one region.


5. Election of Board members:
 All members, or their representatives, in “Good Standing” are eligible to serve on the Board of Directors.
 Elections for the Board of Directors are held annually in May.
 Board members shall be elected by the general membership for a term of office of two (2) years. Terms shall be staggered in such a way that the terms of half of the Board members shall expire in the same year, and the terms of the other half of the Board members shall expire the following year
 All Board members, whether elected or appointed, must satisfy the geographical constraints for their Board seats. Eligibility for particular Board seats is based on the location of the member business, where: (a) any member within a city listed above is eligible for a seat representing that city; and (b) any member located in a region (including those in a city) is eligible for that region’s at-large seats. Any dispute about the location of any business will be adjudicated by the Board.
 Members in “Good Standing” can only cast votes for Board seats that represent the city or community (if any, as defined is Section 2) and region (for members at large) wherein the business is located.

(a) Voting Procedure:
The Board shall appoint a Nominating Committee consisting of at least three (3) members. The Nominating Committee shall be responsible for:

1. Notifying the membership of all dates and procedural steps in the election process

2. Collecting nominations and candidate statements for each available Board seat
3. Ensuring that all nominations satisfy the geographical constraints for the corresponding Board seats
4. Distributing ballots to all Members in “Good Standing”

(b) The Nominating Committee shall accept nominations for a period of one (1) month, commencing on March 1, before the May election. Nominations will close March 31. Each candidate is allowed to place a one hundred (100) word statement on the ballot.
(c) All nominations for Board Seats must be specific to a city, community or at-large seat. Nominated Members must be in “Good Standing” and meet all qualifications specified in these By-laws. Members in “Good Standing” may nominate themselves.
(d) Ballots must be sent via U.S. Postal Service, to the membership no later than April 7.
(e) Valid returned ballots must: (1) clearly identify the business and voter, (2) envelope exterior must be clearly marked “Ballot” and (3) be postmarked by April 30. All valid ballots will be tallied and certified by an independent Certified Public Accountant hired by MCLA for that purpose. Individual ballots are considered confidential, and cannot be made public unless there is evidence of possible impropriety.
(f) The newly elected Board members will be announced at the regularly scheduled June Board Meeting. The candidate who receives the largest number of votes for each Board seat shall be elected to that Board seat. When multiple seats are up for election in the same city or community or region, the candidates who receive the most votes in each category (city, community or at-large) are elected to the available seats for that category.
(g) Members can only vote for candidates in the same city or community (if located in one) and region, as defined above.
(h) If there are no candidates for a particular Board seat, then the newly-elected Board may immediately appoint a member to serve. If the Board does not make this appointment, then the seat shall remain vacant and inactive until the next election or until the President of MCLA appoints a replacement.
(i) In the event of a tie for a Board seat, the outgoing Board (with the outgoing President breaking any subsequent tie among the Board) shall break the tie by majority vote before announcing the election results.
(j) Terms shall commence on July 1st.

6. Duties and Responsibilities of Board Members:
• Board members will help conduct, manage, and control the business affairs of the organization.
• Board members will actively participate in the formulation of policies and strategies for MCLA. The Board will ensure that information about MCLA and its activities is regularly disseminated to members.
• Board Members must, at all times, conduct themselves with the dignity and respect as befits the responsibilities they have agreed to assume as a MCLA representative and Board Member.
 Board members are expected to attend meetings of the Board and general membership, and to carry out the policies of MCLA as required. Any Board member who misses four (4) of the last twelve (12) regularly scheduled Board meetings may be removed from office. If the Board decides that a lesser number of meetings is required, any Board member who misses more than 25% of such meetings may be removed from office.
 Board members shall familiarize themselves with the organization’s By-laws, and shall act in accordance with said By-laws.
 Board members may not officially speak, in any capacity, for the Board or MCLA without prior authorization of the Board.
 Loss of “Good Standing” by a Board member shall immediately terminate a member’s right to hold office as a director or officer, and any such office or seat shall be deemed to be vacant.
 The Board shall nominate to the Mendocino County Board of Supervisors all members of the BID Advisory Board and shall nominate any replacement Advisory Board members should a vacancy occur.
As long as MCLA is a member of the Mendocino County Promotional Alliance (MCPA), the Board shall appoint all four (4) official lodging representatives to the MCPA Board. All appointees serve at the pleasure of the MCLA Board, and may be replaced at any time by majority vote of the Board.

7. Removal of Directors from the Board: A Director may be removed from the Board by a two-thirds (2/3) majority of the seated Board, with the contested Director unable to vote. If three (3) Board members request a vote for removal of a Director at any Board meeting, the vote must occur at that meeting. The President may appoint replacements to complete the term for all vacant Board seats. An empty seat is considered inactive for purposes of quorums and voting, until such time as the vacancy is filled by appointment or election.
8. Directors Removed from the Board: Any director removed from the Board cannot sit on the Board again for the balance of that fiscal year plus two (2) additional fiscal years. This rule shall supersede all requests for reinstatement.
9. Directors Resigned from the Board: Any Director who resigned, or is deemed to have resigned, cannot sit on the Board again for the balance of that fiscal year plus one (1) additional fiscal year. This rule shall supersede all requests for reinstatement.
10. The Board shall meet at Regularly Scheduled Meetings a minimum of four (4) times per fiscal year or up to twelve (12) times per fiscal year. There will always be a regularly scheduled June Meeting. If the number of meetings is reduced pursuant to this provision, an equal number of meetings shall be scheduled at an inland location(s) and coastal location(s). An annual calendar shall be published listing meeting dates and proposed locations to encourage Board attendance. Additional Special Board Meetings shall be convened as deemed necessary by the President. Agendas, to the extent possible, shall include copies of all pertinent documents which will be considered at the meeting. These documents, to the extent possible, shall be sent out seven (7) days in advance of “Regularly scheduled Board meetings”, and three (3) days before “Special Board Meetings”. Agendas shall be specific enough to constitute adequate notice that a particular topic is to be discussed. Minutes shall be posted no later than three (3) calendar days after approval by the Board.
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11. A quorum shall consist of a majority of the filled Board seats.

12. Board Members may officially attend by teleconference, and are responsible to identify themselves when calling in. If attendance at a Board Meeting fails to constitute a quorum, then the Board members may be contacted by telephone for their participation. Teleconferencing will not be available or acceptable during closed sessions of the Board.

13. Voting by Email: Circumstances may exist from time to time where a decision which is time sensitive must be made. Examples may include a deadline for a publication, an emergency appropriation or a time is of the essence promotional opportunity. In such an extraordinary circumstance, the Chair is authorized to conduct a vote of the Directors by e-mail.

14. Various enumerated powers of MCLA may, subject to broad oversight of the Board, be delegated to an implementing marketing body to be called Visit Mendocino County, Inc. (VMC). A minimum of five (5) members of the ten (10 ) member VMC Board shall be MCLA Board Members. During Fiscal Year 2009-2010 and in subsequent years absent an amendment to these By Laws the four (4) Officers of MCLA will be on the VMC Board and the Board shall elect the fifth member. Any of the MCLA members may resign their VMC seat with written notification to the MCLA President. In that case the MCLA Board will appoint another representative at their next regularly scheduled meeting or within thirty (30) days.


ARTICLE 5: OFFICERS

The officers of MCLA will consist of a President, Vice-President, Secretary, and Treasurer. The officers will serve for a one (1) fiscal year term or may complete a term for an officer who has resigned from the MCLA Board.

1. Eligibility: All Board members are eligible to serve as officers. Any officer who leaves the Board is immediately removed from office.
2. Election of officers: At the first Board meeting of the fiscal year, the newly-elected Board shall elect officers as the first order of business.
3. Responsibilities of Officers:
 All officers shall be signatories to the bank accounts.
 When deemed necessary or beneficial to the association, any officer may represent the association in an official capacity with prior approval from the Board.
4. Offices and Responsibilities:
 President: The President shall preside at all General Membership and Board meetings. In case of absence, the Vice-President shall preside. The President shall act as ex officio member of all committees, and call “Special Board Meetings”, when necessary. The President can break any tie that occurs during a vote of the Board but otherwise shall not be a voting member.
 Vice-President: The Vice-President will represent the President in all official capacities when the President is unable to serve. If the office of President is vacant, the Vice-President shall serve as acting President until the next Board meeting. The Vice-President is also responsible for ensuring that the membership records are accurate and up-to-date.
 Secretary: The Secretary or designee shall keep minutes of all General Membership and Board meetings, will conduct the correspondence of MCLA, and will send notices to members of all general and special meetings. The Secretary, in coordination with the President, staff, and contractors, is responsible for sending out meeting announcements and materials, distributing copies of the minutes and the agendas to all members, and ensuring that association records are maintained.
• Treasurer: The Treasurer will receive all monies paid into MCLA including any monies received from the Business Improvement District, and disburse same as ordered by the President or the Board. The Treasurer shall report to the Board and Membership as to the financial standing of MCLA. The Treasurer shall cause to be filed all required tax returns and forms. Any disbursement that exceeds $1000.00 will require the signature of two officers.
5. Replacement of Officers: Vacancies during a term are filled by majority vote of the Board of Directors at the first Board meeting where the seat is vacant. The Board may vacate an office by a 2/3 majority vote of the Board, and the officer in question cannot cast a vote.
6. Executive Committee: This committee shall be comprised of the President, Vice-President, Treasurer, Secretary, as well as one other designee for a total of five (5) members. This committee will be chaired by the President. The fifth member shall be selected by the President. An Executive Committee Meeting can be requested by any Officer or Board Member. The President has forty-eight (48) hours to decide whether to call the meeting. The President will communicate to all Board Members that a meeting has been requested. The outcome of the decision of whether or not to call the meeting will also be communicated to the Board. If the meeting is held notification of the outcome will immediately be sent to the Board.. The Executive Committee shall be authorized to act in the name of the Board of Directors of MCLA ONLY.. The Executive Committee may not act contrary to these bylaws to change the basic powers of the Board of Directors. All decisions made shall also be communicated at the next Board meeting so the minutes reflect such decision.

ARTICLE 6: MEETINGS

A meeting of the general MCLA membership will be held annually in September or October to review and provide information regarding the prior years programs and progress. Special meetings for the general membership may be called as deemed necessary by the President, a quorum of the Board, or by a petition of fifty (50) voting members.

Written and/or electronic notice shall be sent to all members at least thirty (30) days prior to the annual meeting or three (3) days prior to for any special meeting, specifying the general nature of the business to be discussed.




ARTICLE 7: COMMITTEES

a. The Board may create standing committees as needed, and it can dissolve standing committees by a majority vote. All standing committees shall have a chair. Committees are required to make regular reports about their actions to the Board.

b. The Board has the authority, from time to time, to appoint Ad Hoc Committees. These Ad Hoc Committees may be of indefinite duration or may be for set time periods.

ARTICLE 8: ACCOUNTING

1. The fiscal year of MCLA shall be from July 1 through June 30.
2. The Board shall bi-annually appoint an independent certified public accountant to review the financial statements and all tax reports of the organization on the opposite fiscal year of the audit.
3. Per the Mendocino County Contract there shall be an Audit conducted every other fiscal year by a CPA.

ARTICLE 9: AMENDMENTS TO BYLAWS
Amendments may be proposed by any Board member, or by petition of ten (10) voting members. The membership shall be notified in writing by mail, e-mail or both of any such proposals (including an optional statement by the person proposing each amendment, and an optional response by the Board) and given an opportunity to comment to the Board. The Board will vote on such amendments at the next “Regularly Scheduled Meeting” after the proposal is made, as long as the meeting date is at least fourteen (14) days after the notice is mailed. A two-thirds (2/3) majority of the filled Board seats is required to pass each amendment to the By-laws.