Mendocino County Lodging Association Bylaws
Approved January 2008


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 the County.

• Advocate for the promotion of the County lodging industry by forming and maintaining a County wide Business Improvement District (“BID”) and overseeing the disbursement of funds raised.

• Advocate MCLA member views to other organizations, such as the Mendocino County Promotional Alliance, the Mendocino Wine Alliance and/or Wine Commission, the local Chambers of Commerce and 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 automatically a member of MCLA.
2. Any member may opt out or resign from membership by notifying any MCLA Officer in writing of their intention. Opting out of membership does not preclude a lodging establishment from paying the BID assessment.
3. No dues or other assessments shall be required as a condition of MCLA membership as long as a County-wide BID exists.
4. In order for a lodging establishment to have membership in the MCLA, the member must be in “Good Standing”. “Good Standing” is defined as a property that is “current” with all BID payments. “Current” is defined as paying all BID assessments within one quarter of when they are due.
5. Each lodging establishment in “Good Standing” shall have one (1) vote.

• The owner of each business is assumed to be the representative, unless the owner formally designates an employee to serve as representative. The business owner may change the representative at any time with formal written notice to any MCLA Officer.

• If an employee is formally designated, that representative has all privileges of membership. That representative’s membership is terminated immediately upon termination of employment, and representation for that member business reverts to the owner.

6. Privileges of members in Good Standing include:

• Eligible for service on the Board of Directors;

• Eligibility to serve on the various MCLA committees.

7. Membership will be immediately terminated when:

• The member resigns or opts out in writing;

• The member discontinues its 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 contributions, in the following manner.

• North Coast (coastal corridor, north of Highway 128) : 8 seats
  a) Fort Bragg (2 seats)
  b) Village of Mendocino (2 seats)
  c) Little River (2 seats)
  d) Albion (1 seat)
  e) At-Large seats (1 seat)

• South Coast (coastal corridor, south of Highway 128) : 5 seats
  a) Elk (1 seat)
  b) Point Arena (1 seat)
  c) Gualala (1 seat)
  d) At-Large seats (2 seats)

• Inland Corridor : 6 seats
  a) Ukiah (2 seats)
  b) Willits (1 seat)
  c) At-Large seats (3 seats)

3. Allocations of Board seats will be reviewed no less often than every two (2) years from the date of adoption of these amended By-Laws to reflect any demographic changes or distributions.
4. Board members, with Board approval, may transfer between various geographic regions if they qualify in more than one region.

3. Election of Board members:

• All voting representatives 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.

• Voting representatives can only cast votes for Board seats that represent the city or community (if any, as defined is Section 2) and region (for at large members) 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 is 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 members.
  (b) The nominating committee shall accept nominations for a period of four (4) weeks, commencing eight (8) weeks before the May election. Each candidate is allowed to place a 100-word statement on the ballot.
  (c) All nominations must specify whether the nomination is for a City or community seat or an at-large seat. Members may nominate themselves.
  (d) Ballots must be dispersed, by mail, to the membership no later than seven (7) days after the end of the nomination period.
  (e) Valid returned ballots must (1) clearly identify the business and voter, and (2) be postmarked by the stated deadline. 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 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 town 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) Businesses can only vote for candidates in the same City or community (if located in one) and region, as defined above. Write-in votes for members are valid as long as the write-in candidate meets the relevant geographical constraints for the specified Board seat.
  (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 unless the President of MCLA appoints a replacement.
  (i) The Board may officially announce the results at any time after certification, but no later than one week after certification. 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.

4. 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 the MCLA. The Board will ensure that information about MCLA and its activities is regularly disseminated to members.

• 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 shall be removed from office.

• Board members shall familiarize themselves with the organization’s bylaws, and shall act in accordance with said bylaws.

• Board members may not officially speak for the Board or MCLA without prior authorization of the Board.

• Termination of membership for any reason shall immediately terminate a member’s right to hold office as a director or officer, and any such office 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.

5. Removal of Directors from the Board: A Director may be removed from the Board by a ¾ majority of the Board, and the contested Director is 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.
6. The Board shall meet at least ten (10) times per year. Additional Board meetings shall be convened as deemed necessary by the President. Agendas should be sent out seven (7) days in advance of scheduled Board meetings, and at least three days before other Board meetings. Minutes shall be made available no later than ten (10) days after all Board meetings.
7. Meetings shall be scheduled at various locations within the County to minimize travel inconveniences.
8. A quorum shall consist of a majority of the filled Board seats.
9. Members may officially attend by teleconference, and may be called on the telephone during a meeting to vote on a specific issue. No attendance will be available by phone during closed sessions.



ARTICLE 5 : OFFICERS
The officers of MCLA will consist of a President, Vice-President, Secretary, and Treasurer. The officers will serve for a one-year term or until their successors have been duly elected.

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, or their designee(s), 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, which in no case shall occur more than thirty (30) days after the office of President became vacant. The Vice-President is also responsible for ensuring that the membership records are accurate and up-to-date.

• Secretary: The Secretary or designee will keep minutes of all General Membership and Board of Directors meetings, will conduct the correspondence of the MCLA, and will send notices to members of all general and special meetings. The Secretary, in coordination with the President and staff, is responsible for sending out meeting announcements and materials, distributing copies of the minutes and the agenda to all members, and ensuring that association records are maintained.

5. 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 the MCLA. The Treasurer shall file all required tax returns and forms. The Treasurer is a signatory to the bank account. Any disbursement that exceeds $1000.00 will require the signature of two officers or one officer and one designee if so arranged.
6. 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 ¾ majority vote of the Board, and the officer in question cannot cast a vote.
An Executive Committee shall be empowered to act on behalf of the Board when deemed necessary by the Board. This committee will be chaired by the President. It shall NOT be a Standing Committee and will meet irregularly and only under the circumstances outlined in this section. This committee shall be comprised of the President, Vice-President, Treasurer, Secretary and the Chair of the Marketing Committee, as well as one other designee for a total of six (6) members. A meeting of the Executive Committee may be called upon a written (or e-mail) request of any Board member directed to the entire Board and detailing reasons as to why such a meeting is essential. The Executive Committee shall be authorized to act in the name of the board of Directors of MCLA ONLY if an issue arises of such importance that the members of the Executive Committee feel that immediate action is imperative to the fundamental interests of MCLA and that a vote of the Board of Directors cannot be obtained before action is necessary. However, the Executive Committee may not act contrary to these bylaws to change the basic powers of the Board of Directors. In the event that the Executive Committee so acts, it must either (1) immediately call a Special meeting of the Board of Directors, if a regularly scheduled meeting is not already on the calendar, that would occur within the timeframe in which a Special Meeting must occur, or (2) immediately submit the matter to a written vote of the Board of Directors.


ARTICLE 6 : MEETINGS
A meeting of the general membership will be held annually in September to review and provide input to MCLA's programs and progress. Special meetings of the general membership may be called as deemed necessary or desirable by the President, a quorum of the Board, or by a petition of 50 voting members.

Written or electronic notice shall be sent to all members at least ten (10) days prior to the annual meeting or any special meeting, and shall specify the general nature of the business to be discussed.



ARTICLE 7 : COMMITTEES
The Board may create committees as needed, and it can dissolve committees by a majority vote. All committees will have a chair, who need not be a Board member. Committee chairs are appointed by the President. Committees are required to make regular reports about their actions to the Board.

Marketing Committee:

o The Marketing Committee (“Committee”) shall be a standing MCLA committee.
o The Committee shall be responsible for developing, communicating and overseeing the overall marketing strategy for the utilization of BID and other funds as well as exercising oversight of any contractors employed for promotional efforts on behalf of MCLA.
o The Committee shall meet with the BID Advisory Board as required or advisable.
o The Committee shall be composed of eleven (11) members. Up to five (5) can be non-Board members.
o The members of the Committee shall be selected by the Board of Directors using as criteria: lodging experience, marketing experience and/or expertise, internet savvy, geographic diversity as well as diversity of type of lodging establishment, for example, representation of both small and large properties, inland, north coast and south coast.
o Committee members shall be selected at the 1st regularly scheduled meeting of the new Board after its election.
o The Committee shall select its Chair and Vice-Chair at its 1st regularly scheduled meeting following the selection of its members.
o The Committee shall utilize outside expertise as needed to fulfill its responsibilities and may request funds from the Board for this purpose.
Members of the Committee shall receive no compensation except reimbursement for actual mileage for meeting and seminar attendance.
     o Members of the Committee can not also be on the BID Advisory Board.
     o A quorum of the committee shall be six (6) members.
     o A majority vote of the quorum shall constitute approval for any motions.
     o The Committee has the power to create ad hoc subcommittees as needed.
     o The Committee shall hold at least ten (10) regularly scheduled meetings annually.
     o Any Committee member who misses three (3) of the last twelve (12) regularly scheduled meetings shall be removed from the Committee. In cases of emergency, the committee member may request an excused absence which will be decided upon by the committee members in attendance at any regularly scheduled meeting.
     o The Committee will make recommendations to the entire Board and will refer any major decisions, with recommendations, to the full Board.
     o The Committee will furnish, at least annually, a written marketing plan and will provide periodic updates as necessary or requested by the Board.
     o As part of its reporting responsibilities, the Committee must also report and keep track of all statistics which show the value of all promotions.

As long as the MCLA is a member of the Mendocino County Promotional Alliance (MCPA), the Board shall appoint all 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. At least three (3) of the Lodging seats on the MCPA Board must be filled by MCLA Board members.


ARTICLE 8 : ACCOUNTING
1. The fiscal year of MCLA shall be from July 1 through June 30.
2. The Board will annually appoint an independent certified public accountant to review the annual financial statements and all tax reports of the organization.
3. All financial statements, including the annual review by the CPA, shall be made available for inspection by any member upon request.

ARTICLE 9 : AMENDMENTS TO BYLAWS
Amendments may be proposed by any Board member, or by petition of 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 regular meeting after the proposal was made as long as the meeting date is at least 14 days after the notice is mailed. A two-thirds majority of the filled Board seats is required to pass each amendment to the bylaws.