PREAMBLE

The California Grand Jurors' Association (CGJA) is an association of former and current California Grand Jurors. It was incorporated June 14, 1983, and its Articles of Incorporation were amended and restated on August 24,1997. It is in good standing under the California General Non-Profit Corporation Law. The corporation is exempt under section 501(c)(3) of the United States Internal Revenue Code and section 23701d of the California Revenue and Taxation Code. This Marin Chapter is part of the CGJA as an interrelated and interdependent body bound by the CGJA Articles of Incorporation and ByLawsBylaws.

CHAPTER ASSOCIATION

NAME

The name of this organizationgroup shall be Marin Chapter, California Grand Jurors’ Association. It may be referred to as “Marin Chapter, CGJA”. The Marin Chapter joins with the California Grand Jurors’ Association in promoting the purposes of the CGJA Articles of Incorporation, and shall advance the goals and objectives of the California Grand Jurors’ Association within the state, and particularly within Marin County, to promote competence, and to serve as a resource, enabler, initiator of action and communicator of information.

A. The Marin Chapter is organized exclusively for charitable and educational purposes under section 501(c)(3) of the Internal Revenue Code.

B. No substantial part of the activities of this organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

C. The property of this corporation is irrevocably dedicated to charitable or educational purposes and no part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

D. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purposes.

BYLAWS OF MARIN CHAPTER

ARTICLE 1: OFFICE

The principal office of the Marin Chapter is located with the current President of the Chapter.

ARTICLE 2: PURPOSE

The purposes of the Marin Chapter are: is (a) to engage in activities to increase the effectiveness of the Marin County Grand Jury; and (b) to join with the California Grand Jurors’ Association in the purposes listed in that Association’s Articles of Incorporation. A (a listing of those purposes is attached to these Bylaws);. and (c) to complement the grand jury system in its purpose of ensuring effective, efficient and responsible operation of the agencies and offices of local government.

ARTICLE 3: GOVERNING RULES AND POLICIES

Section 1. Relationship to California Grand Jurors’ Association (CJGA):

This chapter is organized within the structure of its own bylaws and policies, which must meet the requirements set by the California Grand Jurors’ Association in order for the chapter to continue being recognized as a chapter of that Association. It shall advise the CJGA board of directors if at any time it is unwilling or unable to conform to these requirements, and include recommendations as to actions needed to return the Chapter to conformance. It shall notify the CGJA if at any time it has fewer than 5 dual membersActive Members. This Chapter will endeavor to undertake an annual project mutually agreeable to the Chapter and the CGJA, and to provide support for those advocacy positions of the CGJA with which the Membership is in accord.

Section 2. A Membership Organization:

This chapter is a membership organization, the Active Members of which elect its Board of Directors and officers and conduct the business and program of the organization. The Chapter delegates to its Board of Directors and officers the powers and responsibilities that are stated in these Bylaws, and such other powers and responsibilities as the Membership (as defined in Article 4, Section 1) may from time to time delegate. The Membership may also delegate powers and responsibilities to members who are not officers.

ARTICLE 4: MEMBERS

Section 1. Active Member:

An Active Member is a person who is serving or has served as a member of a County Grand Jury, in the State of California, per California Penal Code, Sections 888 and 901, is a member of the California Grand Jurors’ Association (CGJA) and is in good standing (see Section 4 of this article). An Active Member has one vote and has full membership rights and privileges, including any rights and privileges that derive from the Chapter's relationship to the CGJAall the rights and privileges of a voting member. The term “Membership” is used in these Bylaws to designate the Active Members acting as a body.

Section 2. Supporting Member:

A Supporting Member is a person who is serving or has served as a member of a County Grand Jury, in the State of California, per California Penal Code, Sections 888 and 901 but who chooses to be a Supporting Member or is so designated by the Membership and is in good standing. A Supporting Member need not be a member of the CGJA and has no vote and does not have the rights and privileges of an Active Member, with the exception that a Supporting Member may be appointed by the Membership to serve on committees. A Supporting Member has all the rights and privileges of an Active Member, except:

- the rights to vote and hold office, and

- any other rights and privileges that derive from the Chapter’s relationship to the CGJA.

A Supporting Member is not required to be a member of the CGJA.

Section 3. Honorary Member:

An Honorary membership may be granted by the Membership for outstanding service to the organization. An Honorary Member need not be a member of the CGJA and has no vote and does not have the rights and privileges of an Active Member, with the exception that Honorary Members may be appointed by the Membership to serve on committees.

Section 4. Membership Dues:

The annual dues for Active Members and Supporting Members and any other fees of this organization shall be established by the Membership with the concurrence of the California Grand Jurors’ Association Board of Directors. An Active Member is in good standing only when Chapter and CGJA dues are current. A Supporting Member is in good standing only when Chapter dues are current. Annual dues shall be for the period from July July 1 through June 30thJune 30. Those members whose dues are not paid within 90 days of July July 1 shall be dropped from the membership unless the Membership extends the time of payment.

ARTICLE 5: MEMBERSHIP MEETINGS

Section 1. Regular Meetings:

Active members shall meet regularly for the transaction of reports and business at a time and place set by the Membership.

Section 2. Special Meetings:

Special Membership meetings may be called in the interim between regular meetings by any three members of the Board of Directors or by a majority of the Active Members.

Section 3. Annual Meeting:

The annual meeting shall be held within 60 days after June June 1, at which time the officers and the at large member(s) of the Board of Directors are elected. The agenda shall include reports on work during the past year, including program and finance.

Section 4: Notice of Meetings:

Notice of Membership meetings including agendas and minutes of the preceding meeting(s) shall be sent to each Active Member at least seven (7) days before each meeting by first class mail, email or fax by the President, his/her designee, the three officers calling the meeting, or, in the case of a meeting called by Active Members, by anyone selected by the group calling the meeting.

Section 5. Quorum:

A quorum for transaction of business of the Membership shall consist of ten Active Members, unless there are fewer than ten Active Members in the Chapter, in which case a quorum shall be all of the Active Members.

Section 6. Conduct of Meetings:

Meetings of the Membership shall be presided over by the Chapter President or, in his/her absence, by the Vice President or, in the absence of both of these, by a chairperson pro tem chosen by a majority of the Active Members present at the meeting. Membership meetings shall be open to all Chapter members. Supporting and Honorary members may be asked by the presiding officer to participate in the meeting’s discussions but not its voting. The Chapter Secretary shall record the minutes of the meeting, and, in his/her absence, the presiding officer shall appoint another person to perform that function. Meetings shall be governed by the latest current edition of Robert’s Rules of Order, Newly Revised providing that such rules are not inconsistent or in conflict with these bylawsBylaws. A majority vote of Active Members present is necessary to carry a motion, except in such instances as are provided for in these Bylaws.

ARTICLE 6: OFFICERS

Section 1. Officers

The officers of this Chapter shall be a President, a Vice President, a Secretary, and a Treasurer.

Section 2. Qualifications, Election and Term of Office of Officers

Any Active Member may serve as an officer of the Chapter. An elected officer shall serve a term of one (1) year and serve to the end of the annual meeting or until his/her successor is elected.

Section 3. Nomination and Election of Officers

The President Membership shall appoint, subject to the approval of the Membership, a nominating committee consisting of three (3) Active Members. The committee shall present a slate of nominees for officers of the Chapter at the Membership meeting preceding the annual meeting. Additional nominations may be made from the floor at the meeting in which the nominating committee presents its slate. The list of nominees shall be included in the agenda of the Chapter’s annual meeting. The officers are elected and installed at the Chapter’s annual meeting in June. In the event that after nominations are closed at the (May) Membership meeting there is only one nominee for each office, in June at the Chapter’s annual meeting the nominees may be elected by acclamation rather than by ballot.

Section 4. Compensation

Officers shall serve without compensation. The Membership shall establish procedures by which officers and other members may be reimbursed for actual and necessary expenses incurred in fulfilling their duties.

Section 5. Resignation

Any officer other than the President may resign at any time by giving written notice to the President with a copy to the Secretary. The President may resign at any time by giving written notice to the Vice President with a copy to the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein. Unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Removal

An officer may be removed or disqualified for cause by a majority vote of the Membership.

Section 7. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by the Membership. A vacancy in any office, other than that of the President, may be filled temporarily by appointment by the President until the Membership fills the vacancy.

ARTICLE 7: DUTIES OF OFFICERS

Section 1. President

The President shall be Chief Executive Officer of the Chapter. He/she shall supervise the affairs of the Chapter and activities of its officers and act as a liaison to the California Grand Jurors’ Association, unless a liaison is appointed by the Membership. The President shall preside at Membership and Board of Directors meetings, and shall perform all other duties as may be required by these Bylaws and the Membership. The President is a member ex officio of all committees of the Chapter except the Nominating Committee.

Section 2. Vice President

The Vice President shall assume the duties and powers of the President in the President’s absence, and such other duties and powers as the Membership may assign and that may be delegated by the President of his/her duties.

Section 3. Secretary

The Secretary is custodian of the records of the chapter, including a copy of the Bylaws. He/she shall prepare, or oversee the preparation of, minutes of all Membership and Board of Directors meetings, and such other meetings as the Membership shall request, and shall maintain a file of those minutes. He/she shall distribute the minutes of all meetings to each Active Member at least seven (7) days before the next membership meeting. The Secretary shall provide twice a year to each Active Member a list of committees and chairpersons. He/she shall report any changes of the Chapter’s bylaws to the CGJA President. He/she shall assume such other duties as may be assigned by the Membership. Every member has the right to inspect and/or copy records of the Chapter maintained by the Secretary.

Section 4. Treasurer

The Treasurer shall have custody of all funds. Within the limits set by these Bylaws, by law and/or by action of the Membership, the Treasurer shall receive, deposit, disperse and account for all funds of the Chapter. The Treasurer shall acknowledge to each donor receipt of the donor's contribution. He/she shall provide the Membership with reports of the financial transactions and financial condition of the Chapter. He/she shall prepare the necessary materials for a yearly informal auditfiscal review performed by 2 Active Members previously recommended by the Board of Directors and approved by the Membership. The Treasurer, upon acceptance by the Membership of that auditreview, shall forward a financial statement to the appropriate officer of the California Grand Jurors’ Association for corporate reporting purposes. The Treasurer may accept any contribution, gift, bequest or devise given for purposes consistent with those of the Chapter, and shall report each to the Membership. He/she shall provide, or delegate the responsibility to provide, to each Active Member twice at least once a year an address/phone/email list of all members. The Treasurer shall provide a list of the Active Members with names, addresses, phone numbers and email addresses to the President of CGJA by September 15^th of each year, and by the 15^th of each month following for any new Active Member.shall forward to the CGJA Treasurer the appropriate CJGA dues for each member and that member’s name, address, phone number and email information by July 15 of each year or as received thereafter. He/she shall provide to the CGJA President, and keep updated, a list of all paid employees of the Chapter. He/she shall assume such other duties as may be assigned by the Membership. Every member has the right to inspect and/or copy records of the Chapter maintained by the Treasurer.

ARTICLE 8: BOARD OF DIRECTORS

Section 1: Membership of Board of Directors

The Board of Directors shall consist of the officers plus one or more one or three at large director(s) elected by the Membership at its Annual Meeting. At large directors must be Active Members. Nomination and election of the at large director(s) shall follow the same procedure as for officers (Article 6, Section 3). At large directors may be removed for cause by a majority vote of the Membership.

Section 2: Duties

The Board of Directors shall act as a planning body. It shall consult with heads of committees for the purpose of making recommendations to the Membership on program and procedures. In addition it shall conduct routine business between Membership meetings, and such other duties as may be assigned by these Bylaws or by the Membership.

Section 3: Board Meetings:

The Board shall meet on call of the President, provided 3 at least 7 days notice is given to Board members and the Active Members. Meetings of the Board shall be open to all Chapter members. Chapter members, other than Board members, may be asked by the presiding officer to participate in the Board’s discussions but not in its voting. All actions taken by the Board shall be reported to the Active Members within 7 14 days after the Board meeting, unless the Board meeting is held less than that time before a Membership meeting, in which case the actions shall be reported at that Membership meeting. Recommendations of the Board concerning procedures and program shall be placed on the next Membership meeting agenda.

Section 4. Non-liability of Chapter Members/Indemnification/Insurance

Chapter members, including members of the Board of Directors, shall not be personally liable for the debts, liabilities or other obligations of the Chapter. Unless so authorized, no officer, member, agent or employee of the Chapter shall have any authority to bind the Chapter or the California Grand Jurors’ Association by any contract or engagement or to pledge its credit or render it liable monetarily for any purpose or in any amount. The Membership may adopt a resolution to purchase and maintain liability insurance for the Chapter organization.

ARTICLE 9: COMMITTEES

Section 1: “Committees” Defined:

The term “committees” in these Bylaws shall include program and administrative committees, ad hoc committees, task forces, or any other grouping of Chapter members, except the Board of Directors, appointed or approved by the Membership to carry out the Membership’s mandate(s).

Section 2: Appointment of Committees:

The Membership shall create such committees as it determines is necessary for carrying out the purposes of the Chapter. Committee chairs and members may be appointed by the Board of Directors, conditional on approval by the Membership. Committee chairs must be Active Members of the Chapter. Any member of the Chapter may chair a committee. A member may serve on more than one committee.

Section 3: Tenure, Actions and Meetings of Committees:

The tenure, and scope of action of committees shall be governed by resolution of the Membership. Committee meetings shall be open to all Chapter members. A quorum shall consist of more than half of the members of the committee. Chapter members, other than those appointed to serve on the committee, may be asked by its chair to participate in the committee’s discussions but not in its voting. Committees shall report their activities to the Membership for review.

Section 4: Disbanding of Committees:

The Mmembership may disband committees as it deems appropriate.

ARTICLE 10: FISCAL YEAR

The fiscal year of the Chapter shall begin on July January 1 and end June 30December 31.

ARTICLE 11: BYLAWS AMENDMENTS

The Bylaws may be amended by a 2/3 vote of the Membership provided that 30 days prior notice including the exact wording of the proposed alterations, be sent by mail, email or fax to each voting member. The Secretary shall send a copy of the approved change(s) to the California Grand Jurors’ Association’s Secretary. Any Member may propose an amendment to these Bylaws by sending it in writing to the Membership. Within one month of receiving a proposed change to the Bylaws, the President shall call a Membership meeting. The notice for that meeting shall include the exact wording of the proposed amendment(s), and will be sent by mail, email, or fax to each Active Member. A vote shall be taken at that meeting on whether to submit the proposed amendment(s) to the Membership. Upon a favorable vote, the meeting shall fix a deadline date and time for a vote on each proposed amendment, and appoint three Members to conduct the voting procedure. The voting procedure shall include: (a) sending a copy of the proposed amendment(s) by mail, email, or fax to each Active Member stating the deadline and requesting her/him to vote for or against the adoption of each proposed amendment; (b) receiving the votes, which shall remain confidential; (c) tallying the votes on each amendment; and (d) reporting the results to the Membership within 30 days after the deadline. An amendment shall be approved if at least two-thirds (2/3) of the Active Members vote for it. The President shall send a copy of the approved change(s) to the California Grand Jurors’ Association’s President.

ARTICLE 12: CHAPTER DISSOLUTION

In the event the Chapter dissolves, any remaining assets shall be distributed in accordance with sub-paragraphs A through D of the provisions preceding Article 1 of these Bylaws.

BYLAW ADOPTION AMENDMENTS

This is to certify a true and correct copy of the Chapter Bylaws, and that such Bylaws were duly adopted by the Membership of the Marin Chapter, California Grand Jurors’ Association.

Date: Sept. 11, 2005 __________________________________Chapter Secretary

Date: Sept. 11, 2005 __________________________________Chapter President

Approved: _______ __________________________________ CGJA President

(date)