N. ARTICLE 13: ADMINISTRATION
1. Fiscal Year: The fiscal year of this Association shall be the calendar year.
2. Contracts: The scope of authority of any officer or agent of this Association shall not include the execution of any contract or instrument in the name of or on behalf of the Association or the power or authority to bind the Association by any contract or agreement or to pledge its credit or to render it liable for any purpose or in any amount unless such authority is specifically authorized by the Board of Trustees.
3. Checks & Drafts: The Board of Trustees may designate the persons authorized to sign or endorse checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of or payable to the Association.
4. Staff: The office staff of this Association shall work under the general supervision of the Office Manager and shall consist of such positions as the President, Vice President Operations and the Treasurer may authorize from time to time.
5. Compensation: Compensation for the Office Manager, and other staff members shall be authorized by the President, VP Operations and Treasurer from time to time, in a manner prescribed in the ITAA Guidelines and as may be required by California and federal law.
6. Audit: A certified audit of the Association's books shall be obtained every other year by an outside auditor.
7. Reports to Trustees: The President shall furnish a written report annually to all voting members of this Association by June 30th, containing the following information:
(a) The assets and liabilities, including the trust funds, of this Association as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) The revenue of this Association, both unrestricted or for particular purposes, for the fiscal year;
(d) The expenses or disbursements of this Association, for both general and restricted purposes during the fiscal year;
(e) Any transaction during the previous fiscal year involving Forty Thousand Dollars ($40,000.00) or more between this Association or a subsidiary and in which any Trustee or officers of the Association or subsidiary was a party. The report must disclose the names of the interested persons involved in such transaction, stating such person's relationship to the Association, the nature of such person's interest in the transaction and, where practicable, the amount of such interest;
(f) The amount and circumstances of any indemnifications or advances aggregating more than Ten Thousand Dollars ($10,000.00) paid during the fiscal year to any officer or Trustee of the Association.
8. Parliamentary Authority: The parliamentary procedure by which meetings of the Trustees and members shall be conducted shall be that contained in the current edition of Robert's Rules of Order Newly Revised, as may be amended from time to time.
9. Guidelines Authority: The Board of Trustees shall have the power from time to time to make, alter or rescind Guidelines to these Bylaws not inconsistent with these Bylaws which the Board may deem necessary or convenient for carrying out the purpose of the Association.
10. Bylaw amendments: The adoption of any amendment to these Bylaws shall require approval by a majority vote of the voting members at a membership meeting or by written ballot.
All proposed amendments shall be reviewed by the Bylaws Committee. Any voting member may propose a Bylaw amendment(s) by submitting it in writing to the chairperson of the Bylaw Committee at least sixty (60) days before it is voted on by the membership.
The Bylaw Committee, in reviewing any proposed Bylaw amendment(s) shall determine the effect of the proposed amendment(s) and shall recommend approval or rejection.
The Bylaw Committee, at the direction of the Board, shall provide to the membership a copy of the proposed Bylaw amendment(s) together with the Bylaw Committee recommendations.
All voting members will be notified of the written ballot via the Association's newsletter and by announcement to the Affiliates at least sixty (60) days before the closing of the ballot. A closing time and date for the ballot will be advised in the notification. To be counted all ballots must reach the principal office of the Association by the closing time and date.
In the event that the Board of Trustees determines that the proposed Bylaw amendment shall be submitted to the membership at the next Regular or a Special meeting of the membership, the Bylaw Committee shall notify all voting members of the proposed amendments in the notice of meeting via the Association's newsletter or by direct mail and by announcement to the Affiliates. Such notification should reach voting members at least sixty (60) days prior to the date of the meeting.
11. Inspection: The voting members of this Association have the right to inspect the books, records, and membership lists of this Association and consent will not be unreasonably withheld or delayed. Members have the right to inspect financial reports of this Association upon written request, for a purpose reasonably related to their interests as a member.
12. Member's Liability: A member is not, as such, personally liable for the debts, liabilities or obligations of this Association.
13. Dissolution: The Association may elect to adopt a plan to voluntarily wind up and dissolve in the manner prescribed by the California Nonprofit Corporation Law by the approval of either: (a) a majority of all members entitled to vote, or (b) the Board of Trustees and of a majority of a quorum of members entitled to vote.
14. Asset Disposal: After payment of all liabilities, the assets of the Association shall be disposed of to any recognized charitable organization decided by a special meeting of the voting membership called for that purpose.
