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BYLAWS OF THE MOSQUITO AND VECTOR
CONTROL ASSOCIATION OF CALIFORNIA
May 5, 2005
Amended May 1, 2008
ARTICLE I. NAME
The name of this Association is the Mosquito and Vector Control Association of California.
ARTICLE II. OBJECTIVES
The objective of this Association is to promote cooperation among those directly and indirectly concerned with and interested in mosquito control and related subjects, to stimulate the development of improved methods and techniques and to disseminate information in relation thereto, and to aid in the advancement of this field in California and elsewhere.
ARTICLE III. MEMBERSHIPS AND AWARDS
Section 1. Membership in this Association will consist of five classes: Corporate Members, Associate Members, Affiliate Members, Sustaining Members and Honorary Members.
Section 2. Corporate membership is available to all Mosquito Abatement Districts, Vector Control Districts, Pest Abatement Districts and other local governmental entity, or any subdivision thereof, concerned principally with mosquito and vector control and directly engaged in mosquito and vector control in the State of California. Each Corporate Member will have one vote. Voting may be by mail or by a vote cast at a special meeting held as provided for under Article VII, Section 2. Corporate Membership must be approved by the Board of Directors.
Section 3. Individual Memberships.
A. Associate Membership is available annually to employees of the universities of California, the state of California, or to employees of any public agency outside of California. All employees and trustees of corporate members will be assigned associate member status. Associate members have no vote in the Association but may serve on committees. Benefits of associate membership shall be specified by the Board of Directors and may be amended periodically. Associate membership must be approved by the Executive Director.
B. Affiliate Membership is available annually to interested persons who are not eligible for Associate Membership and who are not employed by an entity eligible for corporate membership. Affiliate members have no vote in the Association. Benefits of affiliate membership shall be specified by the Board of Directors and may be amended periodically. Affiliate membership must be approved by the Executive Director.
Section 4. Sustaining Members is available annually to those individuals or organizations who desire to contribute financially to the furtherance of mosquito and related vector control through this Association. Sustaining Members have no vote in the Association. Sustaining membership must be approved by the Executive Director.
Section 5. Honorary membership may be conferred on any person who has rendered exceptional, distinguished service in the interest of mosquito or vector control in the state of California. Nomination for this honor requires written endorsement by five or more Corporate Members addressed to the Board of Directors and accompanied by a written description of the individual’s qualifying accomplishments and achievements. The Executive Director will prepare a mail ballot along with the written description and submit them to all Corporate Members at least thirty-five (35) days before the fall Board of Directors meeting. To receive special recognition through honorary membership in the MVCAC, the nominee must receive two-thirds vote of the Corporate Membership prior to the fall Board of Directors meeting. Honorary members pay no dues and they have no voting rights in the Association. The recipient may receive the award at the Annual Conference.
Section 6. At all meetings of this Association, all members, irrespective of type of membership, will be permitted to take part in the discussion and proceedings.
Section 7. Meritorious service awards may be conferred on members or nonmembers who have made special and significant contributions to the field of mosquito or vector control in the State of California or elsewhere. Meritorious service awards shall be conferred by the same procedure as established for honorary membership in Section 5. Recipients of meritorious service awards have no vote in this Association and pay no dues.
Section 8. The MVCAC shall annually award a plaque to the retiring President upon completion of the term of office.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. The Board of Directors of this Association will be composed of the President, President-Elect, Vice President, immediate Past President, Chair of the Trustee Advisory Council and five Regional Representatives.
Section 2. The Board of Directors will:
A. Manage the affairs of this Association between the Annual Conferences.
B. Prescribe the duties of officers and committees.
C. Appoint an Executive Director and define duties of the office.
D. Appoint a Treasurer and define duties of the office.
E. Appoint or employ help as necessary and define the duties of each.
F. Procure an annual audit or financial review of the account of this Association and cause the written report to be given at the next Board of Directors meeting following completion of the audit or financial review.
G. Prescribe the boundaries of the geographical regions.
H. Determine the dues for Associate and Sustaining Members and contractual payments for Corporate Members, subject to recommendations by the Trustee Advisory Council. Dues and contractual payments for each calendar year are due and payable in July of that year and become delinquent on the first day of September that same year.
I. Determine the number and price of each publication which will be distributed to the various members and others.
J. Determine the budget for the succeeding year, subject to recommendations by the Trustee Advisory Council.
K. Develop and maintain Standing Rules of this Association.
ARTICLE V. OFFICERS AND DIRECTORS
Section 1. The Officers of this Association, who are members of the Board of Directors, will be a President, President-Elect, Vice President and the immediate Past President. Other directors will include the Chair of the Trustee Advisory Council and five Regional Representatives.
Section 2. Each officer will be a manager or a member of a governing board of a Corporate Member.
Section 3. The President is chairman of the Board of Directors and has the usual duties which pertain to the office, subject to the authority of the Board. He is empowered to:
A. Call a meeting of the Board of Directors.
B. Select the Chairman and members of standing and special committees except nominating, subject to approval by the Board of Directors.
C. Be an ex-officio member of all committees except nominating.
D. Execute with the President-Elect, Executive Director or Treasurer legal and fiscal documents.
Section 4. The President-Elect will act in the absence of the President and will assist the President whenever requested. During the year following assumption of office, the President-Elect will become familiar through conference, with the President and other members of the Board, with details of business and affairs of the Association. The President-Elect is empowered to execute with the Executive Director or Treasurer legal and fiscal documents and will act as the program Chairman for the forthcoming Annual Conference.
Section 5. The Vice President will assist the President and the President-Elect with the duties of their offices as requested, coordinate the activities of the Committees of the Association and submit a report summarizing committee actions for inclusion in the Annual Proceedings of the Association.
Section 6. The Chair of the Trustee Advisory Council will provide liaison between the Trustee Advisory Council and the Officers and Directors of this Association.
Section 7. The five Regional Representatives of the Board of Directors will represent the interests of the five regions of the State: Coastal, Sacramento Valley, Northern San Joaquin Valley, Southern San Joaquin Valley, and Southern California. They will call meetings of the members of their respective regions, keep minutes of such meetings and make them available to the MVCAC Executive Director and conduct Regional voting as appropriate. Each Regional Representative will be a managerial or administrative employee of a Corporate Member.
Section 8. Nomination and election of officers and Regional Representative.
A. The immediate Past President will serve as the Chairman of the Nominating Committee.
B. Prior to the spring Board of Directors meeting, the Chairman will select two additional former Past Presidents who are managers or members of a governing Board of Corporate Member to serve on the Committee.
C. The Nominating Committee will select nominees for the elective officers of this Association; at least one for each office. At least thirty-five (35) days before the fall Board of Directors meeting, the Nominating Committee will send to each Corporate Member, through the Executive Director, the names of the nominees selected. Nominations may be made from the floor at a special meeting held as provided for under Article VII, Section 2, but only if the proposed nominee has given prior consent to serve if elected.
D. Regional Representatives of the Board of Directors will be elected, one from each geographical region, by the Corporate Members of each region, prior to the fall Board of Directors meeting. Each region may also elect an alternate who may serve in the absence of the Regional Representative.
E. Officers will be elected by a simple majority of mail ballots cast prior to the fall Board of Directors meeting and will take office on the last day of the Annual Conference and serve until the last day of the next Annual Conference or until the election of their successors.
F. Regional Representatives serve for a term of one year, subject to renewal.
G. The Chair of the Trustee Advisory Council will serve on the MVCAC Board of Directors throughout the elected term as Chair.
Section 9. As soon as possible after the fall Board of Directors meeting, the President-Elect will propose, subject to approval by the Board of Directors at its next meeting, standing committees, except nominating, with their chairmen. At any time during the year special committees may be formed by the President subject to approval of the Board of Directors.
Section 10. Vacancies:
President: If a vacancy occurs in this office during the year, this office will be filled by the President-Elect.
President-Elect: If a vacancy occurs in this office during the year, this office will be filled by the Vice President.
Vice President: If a vacancy occurs before August 1 of any year, the President will instruct the Nominating Committee to select one nominee. The Chairman of the Nominating Committee will report this selection to the Board of Directors through the President. If approved by the Board of Directors, the nominee will be officially declared to be the Vice President. If the Board of Directors should reject the proposed nominee, the Nominating Committee will select another nominee and continue this procedure if necessary until one is approved by the Board of Directors. If the vacancy occurs after August 1, the President and the President-Elect will assume the duties of the Vice President.
ARTICLE VI. TRUSTEE ADVISORY COUNCIL
Section 1. Establishment. There is hereby established a Trustee Advisory Council with the organization, duties and purposes set forth in this article. The Council shall be a part of the Association and it shall advise and work under the Association Board of Directors. The Council shall replace and succeed to the duties and responsibilities of the former Trustee Corporate Board.
Section 2. Purposes. In addition to pursuing the objectives of the Association Board (see Article II) it shall be the purpose and goal of the Council to advise the Association regarding policy, fiscal, budgetary and legislative matters and to provide appropriate support to actions initiated by the Association.
Section 3. Membership. The members of the Trustee Advisory Council shall consist of the Trustees of the Corporate Members of the Association and equivalent governing board members of the non-mosquito/vector control district Corporate Members. There shall be two classes of Trustee Advisory Council members: voting members and participating members. The participating members shall be all members of the Council. The voting members shall be the voting representatives selected pursuant to Section 4.
Section 4. Voting Members. Each Association region shall have one Council-voting member. The Corporate Members of each Association region shall select one participating member to serve as its region’s Council voting member. Each region also may select an alternate to serve in the absence of the region’s regular voting member. Each voting member and alternate shall serve at the pleasure of the Corporate Members within its region. If at a Council meeting a region’s voting member and alternate are both absent, then the region’s participating members present at the meeting may caucus and select an interim voting member to represent the region for that meeting.
Section 5. Officers. At each fall Council meeting, the Council voting members shall appoint a Chair and Vice Chair, who shall be voting members and a Secretary, who may but need not be a voting member. The officers shall serve at the pleasure of the voting members. The Chair shall call and preside over Council meetings, serve on the Association Board of Directors (see Art. IV, Sec. 1), and act as liaison between the Council and the Association Board of Directors. In the Chair’s absence, the Vice Chair shall perform such duties. The Secretary shall prepare and maintain minutes of Council meetings and other Council records and documents.
Section 6. Meetings. The Trustee Advisory Council shall meet at least once during each regular Association Board meeting and conference. The Chair or a majority of the voting members also may call a special meeting at any time by giving at least ten (10) days prior written notice to each voting member and to each Corporate Member. The Council-voting members may hold a special meeting by telephone conference call.
Section 7. Participating Members. All participating members shall be allowed to participate in the discussion at Council meetings and to comment orally or in writing concerning Council business items. The Council-voting members may impose reasonable restrictions to limit the length of participating member comments, limit repetitive comments, and restrict comments that may be outside the jurisdiction and interests of the Council and the Association.
Section 8. Voting. The Trustee Advisory Council may take action by motion or resolution approved at a regular or special Council meeting by a majority of a quorum of the Council voting members. Each voting member shall have one vote.
Section 9. Vector Control Joint Powers Agency. Participating members of corporate members that are also member districts of the Vector Control Joint Powers Agency (VCJPA) may be selected to serve as a director or alternate on the VCJPA Board of Directors. The selection process is governed by the VCJPA Bylaws.
Section 10. Trustee Achievement Award. The Trustee Advisory Council may confer an Achievement Award(s) upon a participating member of participating members who have made significant contributions to the Council and/or Association. The Council Chair may appoint a Selection Committee to nominate candidates for this award. When an award is deemed appropriate, it will be conferred at the Annual Conference.
ARTICLE VII. CONFERENCE AND MEETINGS
Section 1. Annual Conference: There will be an Annual Conference of this Association for the presentation of papers and discussion on mosquito control and related subjects. This conference will be held at such time and place in California as the Board of Directors selects. Conferences held outside of California will be considered only if the following conditions are met; it must be a joint conference with another Association and be approved by 2/3 vote of the Board of Directors. At least 35 days prior notice will be given to all members announcing the time and place of the Annual Conference.
Section 2. Special Meetings:
A. The Board of Directors will call a special meeting of the entire membership whenever it believes such is necessary, or when it receives a petition signed by representatives of five or more Corporate Members. A petition requesting such a special meeting will indicate the topic for disposition or the reason for the special meeting. The Board will be bound thereby to set a place and date no sooner than thirty-five (35) days nor greater than sixty (60) days after the receipt of the petition.
B. Special meetings of the general membership for consideration of technical subjects, field demonstration, local problems or similar matters may be held at times and places selected by the sponsoring group or committee.
C. Regional meetings of an informal nature may be called by the respective Regional Representatives at any time.
Section 3. Board of Directors Meetings: The Board of Directors will meet upon call of the President, or upon request of three or more Directors directed in writing to the President. At least ten (10) days prior notice in writing will be given by the President to all members of the Board announcing the time and place of Board meetings.
Section 4. Voting.
A. A simple majority of Corporate Members will constitute a quorum for the transaction of business by mail ballot or at any special meeting.
B. Five members of the Board of Directors will constitute a quorum at a meeting of this body.
ARTICLE VIII. AMENDMENTS TO THE BYLAWS
Section 1. These Bylaws may be amended at any regularly scheduled meeting of the Board of Directors.
Section 2. Amendments may be submitted at any time by a Region, a Corporate Member, the Executive Committee, or by the Executive Director. Proposed amendments will be submitted in writing to the Board of Directors, through the Executive Director. At their next regularly scheduled meeting, the Board of Directors will charge the Executive Committee and the Executive Director to review any proposed amendments and develop appropriate language for preparation of a ballot.
Section 3. Ballots including any proposed amendments will be mailed by the Executive Director to each Corporate Member at least thirty-five (35) days before the next regularly scheduled Board meeting. Ballots shall be returned to the Executive Director for counting at least ten (10) days prior to the next regularly scheduled Board meeting.
Section 4. A vote of two-thirds of the Corporate Members voting by mail ballot will approve the amendment. The Board of Directors shall ratify the amendment at its next regularly scheduled meeting. The amendment will go into effect immediately unless otherwise specified in the resolution.
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