BYLAWS OF THE
California Employer Advisory Council
The name of this organization is the California Employer Advisory Council (CEAC), a Non-Profit Organization
The CEAC shall be an advocate for and an active participant in a business/government partnership between California employers represented by local Employer Advisory Councils (EACs) and the State of California Employment Development Department (EDD) to further the interests of the community at large on issues relating to the delivery of services under current federal or state legislation.
The CEAC shall assist the EACs in their outreach efforts to help California employers do business more effectively and efficiently. In addition, the CEAC shall facilitate communication among the EACs.
The CEAC shall assist the California EDD as an advisor, as it continues to meet the needs of California economic development through employers and their employees.
The CEAC is comprised of statewide local EACs formed into eight regions (Article V). The governing authority is the Executive Board (Article VIII).
CEAC Board Members, Committee Chairs, and Members-at-Large must be active members of each local EAC that has met its financial obligations to the CEAC. No person shall be denied membership or election to an office because of race, color, creed, national origin, gender, religion, age, disability, sexual orientation, marital status, genetic information, veteran status, or other protected status.
SECTION 1. Membership
(a) Voting Members–The EACs who have met their financial obligation to the CEAC shall be the voting members of the organization.
(b) Associate Members–Employers who comprise and are members of the local EACs. These members have all membership benefits.
(c) Ex-Officio Members–EDD and other Government Agencies, such as the Workforce Investment Board (WIB). These members act as advisors, having no voting privileges.
SECTION 2. Representation
Each EAC having met its financial obligations to the CEAC shall be entitled to one representative (EAC Chairperson or designee) with one vote in the CEAC.
(a) Qualifications–Each representative shall be a California employer (or designee) selected by the local EAC in a manner prescribed by its Bylaws or Practices.
(b) Term–Representatives shall hold the position as outlined by the local EAC for a term prescribed by its Bylaws or Practices, until a successor is chosen, or they resign.
(c) Responsibilities–Representatives shall represent their EAC at the CEAC Annual Conference, elect CEAC Officers and Regional Vice Presidents as prescribed herein and vote in other matters presented for consideration by the CEAC Executive Board.
The CEAC is divided into eight (8) geographical regions, numbered one through eight (1 – 8). Each geographical region shall have one (1) representative (Region Vice President) serving on the CEAC Executive Board. The CEAC reserves the right to add, change, or delete regions as the needs of the organization dictate.
The CEAC shall have the following officers: President, Vice President, Secretary, Treasurer, Past President, and Parliamentarian. These officers shall represent the organization and serve on the Executive Board.
SECTION 1. Qualifications
An officer must be a California employer (or designee) and an active member of an EAC that has met its financial obligations to the CEAC. Officers may not hold any office in an EAC for more than 60 days after their election unless the written approval of the EAC is submitted to the CEAC Executive Board.
SECTION 2. Election of Officers
Election of Officers shall be handled in the manner prescribed below:
(a) Nomination of Officers–The Nominating Committee shall present nominations of only those members of EACs who have met their financial obligations to the CEAC.
Those EACs who are, at the time of election of officers, in arrears for their CEAC dues, shall not have the privilege of casting their votes for any and all slated Officers or other business of the organization.
(b) Selection–Officers with exception to the Past President and the Parliamentarian shall be elected by the EAC Representatives at the CEAC General Business Meeting held during the Annual CEAC Conference by a simple majority vote after having been nominated by the Nominations/Bylaws Committee or from the floor. If a nominee is not available for any elected office, the incumbent of that office may serve until a successor is either selected pursuant to SECTION 3 or is subsequently elected. The Parliamentarian shall be appointed by the President. The Past President, if unable to serve, may designate any of the previous year’s Officers. If none of these officers from the previous year can serve, the Past President is selected by the new Executive Board.
SECTION 3. Term
Officers serve a two-year term beginning July 1 following elections and ending the second year on June 30. Elections shall be held at the General Business Meeting during the CEAC Annual Conference. The Officers shall be elected in even numbered years. Officers may not serve for more than two consecutive terms holding the same office. Vacancies during a term shall be filled by selection by the Executive Board.
SECTION 4. Removal
An officer may be removed from office on presentation to the Executive Board of a recall petition signed by three-fourths of the EAC Representatives or by a three-fourth majority vote of the Executive Board when any situation exists such as, but not limited to, failure to attend or send a designee to attend two
consecutively scheduled CEAC meetings, including conference calls.
SECTION 5. Meetings
The officers shall meet at the direction of the President, and as required by organization necessity (but not less than once a year).
SECTION 6. Duties of Officers
Uphold and abide by the Bylaws, attend all Executive Board Meetings, assist the President as directed and as outlined below:
(a) The President presides at the meetings of the CEAC and the Executive Board, and may serve as a member of any committee of the CEAC at their discretion. The President shall have the power to appoint the Parliamentarian, CEAC Committee Chairs, and Members-at-Large, who serve at their discretion. A summary report of Executive Board activities shall be prepared at the discretion of the President and forwarded to each member EAC Chair and each EDD Coordinator. The President shall serve as a member of any ad hoc committees created by their authority under ARTICLE XI.
(b) The Vice President presides in the absence of the President, succeeds to the Presidency if the President is unable to serve, and serves at the direction of the President as liaison to the EDD Director’s Office. Further, they shall be a member of at least two Committees, and shall perform other duties as may be assigned by the President.
(c) The Secretary serves as the recording officer for the CEAC and the Executive Board, is responsible for recording the minutes of these meetings and for their dissemination, shall be a member of at least one Committee, and shall perform other duties as may be assigned by the President.
(d) The Treasurer is responsible for receiving, disbursing, and accounting of all funds the CEAC receives and shall be the Chairperson of the Finance Committee, and shall perform other duties as may be assigned by the President.
(e) The Past President shall participate in strategic planning, act as Liaison to the Executive Board and shall perform other duties as may be assigned by the President.
(f) The Parliamentarian is appointed by the President. They report to and advise the President on points of parliamentary rules and procedure. The Parliamentarian is a consultant, commonly a professional, who advises the President and other officers, committees, and members on matters of parliamentary procedure. The role during a meeting is purely an advisory and consultative one – since parliamentary rules give to the chair alone the power to rule on questions of order or to answer parliamentary inquiries.
Each of the Regions of the CEAC shall elect a Regional Vice President (RVP) to serve on the Executive Board.
SECTION 1. Qualifications
An RVP must be a California Employer (or designee) and an active member of an EAC (having met its financial obligations to the CEAC) in the Region being represented at the CEAC. RVPs may not hold any office in a local EAC for more than 60 days after their election unless the written approval of the EAC is
submitted to the CEAC Executive Board
SECTION 2. Election
RVPs for each region are elected by the eligible EAC Representatives of their region by a simple majority. RVPs in odd-numbered regions are elected in odd years and RVPs in even-numbered regions are elected in even years.
SECTION 3. Term
The RVP term of office is for two years and begins July 1 and ends the second year on June 30. Vacancies are filled by EACs within the respective region through the nomination and election process.
SECTION 4. Term Limits
RVPs are limited to no more than four consecutive terms. Completing a term of office of another individual shall not be considered as one of the four consecutive terms.
SECTION 5. Exception to Term Limits
If a region is unable to locate someone willing to serve as RVP, the following procedures allow an exception to the four consecutive term limit.
(a) If a region determines it cannot find a viable candidate who is willing to serve as RVP in an election year in which the incumbent RVP is completing a fourth consecutive term, the incumbent RVP shall so inform the EACs in the region and the CEAC President.
(b) The incumbent RVP the EACs, and the CEAC President shall make reasonable efforts to find a viable candidate for the RVP position. Failing to do so, the incumbent RVP can continue for another consecutive term, if willing, and the majority of the region and the CEAC Board support such continuation. In such case, the incumbent RVP shall have a letter prepared and signed by the majority of the region’s eligible EACs that notifies the CEAC President of the inability to find a new RVP and that the region approves the continuation of the incumbent RVP for another term.
SECTION 6. In-Term Vacancy
In the event an RVP leaves during the term of office, a new RVP shall be appointed by the region’s eligible EACs. The CEAC Executive Board shall be informed immediately when such a vacancy occurs and shall also be informed when the vacancy has been filled. The region may notify the CEAC President to request CEAC’s assistance in filling the vacancy.
SECTION 7. Removal
RVPs may be removed from office on presentation to the Executive Board of a recall petition signed by three-fourths of the eligible EAC Representatives for their region or by a three-fourths majority vote of the Executive Board when any situation exists such as, but not limited to, failure to attend or send a designee to attend two consecutively scheduled CEAC meetings, including conference calls.
SECTION 8. Meetings
RVPs or their designated alternate shall attend all Executive Board meetings called by the President and meetings of the CEAC Committee(s) to which they have been assigned, by mutual consent of the individual RVPs and the CEAC President. Any person appointed by an RVP to serve as their designated alternate, shall have the power to vote in the place of the RVP, on any item presented.
SECTION 9. Duties of RVPs
RVPs shall uphold and abide by the Bylaws, submit a quarterly written report of their CEAC activities to the President, attend all Executive Board Meetings, hold regional meetings as necessary to accomplish the objectives of CEAC and the EACs within the region, establish and assist any Regional Subcommittees as necessary, and assist the President as directed.
The Executive Board consists of all Officers and the RVPs. The Executive Board shall administer the affairs of the CEAC and carry out its purpose.
SECTION 1. Meetings–Shall be held in the manner prescribed below:
(a) Notice–AII Executive Board members are to be notified, in writing, by the EDD/CEAC Coordinator or CEAC Officer at least two weeks in advance of any Executive Board meeting. Notice may be by first-class mail, electronic mail (e-mail), fax, or delivered personally. Such notices shall be sent to each
Executive Board member at his or her address as shown on the organization records, or the e-mail address or fax number provided.
(b) Contents of Notice-Notice of meetings shall specify the place, day, and hour of the meeting. The purpose of any Executive Board meeting need not be specified in the notice.
(c) Waiver of Notice and Consent to Hold Meetings–The transactions of any meeting of the Executive Board are as valid as though the meeting had been duly held after proper call and notice. This is providing a quorum was present (as hereafter defined) and that either before or after the meeting each
Executive Board member not present signed a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. This notice is to be sent by the CEAC Secretary or their designee. All such records are made a part of the minutes of the meeting.
(d) Meetings by Telephone–Any meeting may be held by telephone conference, video conference, or similar communication, so long as there is a quorum, and all Executive Board members participating in the meeting can hear one another. All such Executive Board members shall be deemed to be present in person at such a meeting.
SECTION 2. Quorum
A quorum shall exist when 51% of the sitting Executive Board are present to conduct business.
Except as otherwise provided in these Bylaws, no business shall be considered by the Executive Board at any meeting at which a quorum, as herein defined, is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.
When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 1 (a), (b), (c) of this Article.
The Executive Board members present at a duly called and held meeting at which a quorum is initially present may continue to do business (notwithstanding the loss of a quorum at the meeting due to a withdrawal of Executive Board member(s) from the meeting). Any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as
may be required by law, or bylaws of this organization.
SECTION 3. Exclusion from Voting
Shall be required when such vote is held on any transaction to which this organization is a party and in which any member of the Executive Board has a material financial interest, except as expressly provided in Section 5233 (d) (3) of the California Nonprofit Mutual Benefit Corporation Law.
SECTION 1. Funding
The CEAC meets its operating expenses from revenue derived from dues paid by EACs, fees paid to attend the Annual CEAC Conference, sponsorships from EACs, and from other dues, fees, or policies established by the Executive Board.
(a) Each EAC pays annual dues according to a scale determined by the Executive Board and submitted in the annually approved budget.
(b) Annual Conference fees are set each year by the Conference Committee in consultation with the Treasurer.
(c) All Officers, RVPs, Representatives, and Committee Members serve without compensation.
(d) Those matters having financial impact greater than $500 and which are outside the approved budget shall require a majority vote or quorum of present Executive Board members with 5 days notice to the Executive Board.
(e) All expenditures of monies by the Executive Board or its subordinate committees shall be handled in accordance with established operating procedures.
SECTION 2. Audits
The CEAC Audit Committee (Article XI, Section 2, g) shall conduct a formal review of CEAC finances within 60 days of end of the fiscal year and arrange for a standard independent review within 60 days after a new President takes office.
ARTICLE X – Indemnification of Executive Board Members, Offices, Employees, Advisors or Other Agents of the California Employer Advisory Council
SECTION 1. Definitions
For purpose of this Article,
(a) “agent” means any person who is or was an Executive Board member, officer, employee, advisor or other agent of this organization or is or was serving at the request of this organization as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic that was a predecessor of this organization or of another enterprise at the request of the predecessor organization.
(b) “proceeding” means any threatened, pending, or completed action, whether civil, criminal, administrative, or investigative.
(c) “expenses” includes, without limitation, all attorney’s fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys’ fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.
SECTION 2. Successful Defense by Agent
To the extent that an agent of this organization has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Section 3 through 5 shall determine whether the agent is entitled to indemnification.
SECTION 3. Actions Brought by Persons Other Than the Organization
Subject to the required findings to be made pursuant to Section 5, below, this organization shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this organization, or by an officer or Executive Board Member for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding arising out of the individual’s normal scope of services.
SECTION 4. Action Brought by or on Behalf of the Organization
(a) Claims settled out of court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this organization, with or without court approval, the.agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding.
(b) Claims and suits awarded against agent. This organization shall indemnify any person who was or is a party or is threatened to be a party to any threatened, pending or completed action brought by or on behalf of this organization by reason of the fact that the person is or was an agent of this organization, for all expenses actually and reasonable incurred in connection with the defense of that action, provided that both of the following are met:
(i) The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that section; and
(ii) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent may be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.
SECTION 5. Determination of Agent’s Good Faith Conduct
The indemnification granted to an agent in Sections 3 and 4 above is subject to the following:
(a) Required standard of conduct. The agent seeking reimbursement must be found, in the manner provided below, that they acted in good faith, in a manner they believed to be in the best interest of this organization, and with such care, including reasonable inquiry, as an ordinarily prudent person in a
like position may use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which they reasonably believed to be in the best interest of this organization or that they had reasonable cause to believe that their conduct was unlawful.
In the case of a criminal proceeding, the person must have had no reasonable cause to believe that conduct was unlawful.
(b) Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with Paragraph (a) above shall be made by:
(i) the Executive Board by a majority vote of a quorum consisting of board members who are not parties to the proceeding;
(ii) the affirmative vote (or written ballot in accordance with Article VIII, Section 2 – 3) of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum).
(iii) the court in which the proceeding is or was pending. Such determination may be made on application brought by this organization or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by this organization.
SECTION 6. Limitations
No indemnification or advance shall be made under this Article, except as provided in Sections 2 or 5 (b) (iii), in any circumstance when it appears:
(a) The indemnification or advance may be inconsistent with a provision of the articles, a resolution of the members, or an agreement in effect at the time of the accrual or the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or
(b) That the indemnification may be inconsistent with any condition expressly imposed by a court in approving a settlement.
The following committees may be established as standing committees of the CEAC: Communication, Finance, Legislative, Conference, Nominations/Bylaws, Audit, Veterans, Membership, Benefits, and Public Relations. Additional ad hoc committees may be created by the President as deemed necessary.
SECTION 1. Committee Membership
Members may be selected from those eligible EACs having met their financial obligation to the CEAC, as well as from members of the Executive Board. Committee members may be removed by a majority vote of the Executive Board.
SECTION 2. Committee Duties
Each committee shall have a chairperson to be appointed by the President. Each Committee shall organize itself as necessary to perform its assignments. The Chair of each committee shall be responsible for furnishing a written report (of its activities and progress) to the CEAC President at least two weeks prior to each Executive Board meeting, and attend these Executive Board meetings as deemed necessary.
(a) The Communication Committee shall assist the Executive Board and Committee Chairs in communicating with each other and the EACs. It facilitates communication with the CEAC Webmaster.
(b) The Finance Committee shall identify and quantify the need (budget function) for funds necessary for present and future CEAC operations, explore methods of raising funds, and make recommendations to the Executive Board. It shall oversee the preparation and distribution of an annual report for its members.
(c) The Legislative Committee shall consult with the Executive Board, EACs, EDD and others concerning positions to be recommended and actions to be taken to further employer and the memberships’ interests in both legislation and the Legislature which are consistent with the purpose of the CEAC and within guidelines established by State and Federal law.
(d) The Conference Committee shall plan and organize the Annual CEAC Conference in consultation with the Executive Board and other Committee Chairs.
(e) The Nominations/Bylaws Committee shall present to the President nominations for each Officer position prior to the CEAC General Business Meeting held during the Annual CEAC Conference. As vacancies occur, the Committee shall recommend persons for selection by the Executive Board, and shall prepare and recommend amendments to the Bylaws as deemed necessary. The Committee shall also be responsible for developing and inaugurating election standards and procedures.
(f) The Veterans Committee shall work to promote the employment of Veterans in the private sector, to recognize employers for their efforts on behalf of Veterans, and to enhance EDD’s work with veterans programs.
(g) The Audit Committee shall annually conduct a formal review of CEAC finances and shall arrange for standard independent reviews. The Committee shall consist of: Two Budget and Finance Committee Members; One Board Member; and the EDD/CEAC Coordinator.
(h) The Membership Committee shall collect and maintain membership information. The Committee shall also be responsible for assisting local EACs with their membership outreach efforts.
(i) The Dues/Benefits Committee shall research and recommend benefits that might be made available to local EACs and/or employer members and develop ways to communicate new benefits to local EACs.
(j) The Public Relations Committee shall develop marketing tools for the CEAC and assist local EACs with their marketing efforts. The committee shall work with the CEAC Coordinator as needed for EDD production of selected materials.
SECTION 3. Quorum
Shall exist when at least two thirds of the committee members are present in person or by other appropriate meeting methods.
An annual, joint meeting of the CEAC, Representatives of EACs and Representatives of the EDD shall be held each year. Other meetings may be called by the Executive Board.
SECTION 1. Meetings
Shall be held in the manner prescribed below:
(a) Notice–AII Executive Board members of the CEAC and Chairpersons of all EACs and CEAC Committees are to be notified, in writing, by the EDD/CEAC Coordinator or CEAC Officer at least sixty (60) days prior to the General Business Meeting.
(b) Contents of notice–Notice of the General Business Meeting must communicate the date, place, time, and agenda of said meeting.
SECTION 2. Quorum at the General Business Meeting
A quorum shall exist when more than 50 percent of member EACs having met their financial obligations to the CEAC, are present to vote. EAC chairpersons (or their designated proxy) representing their EAC are eligible to vote.
These Bylaws may be amended if the quorum requirements of Article XII are met and a two-thirds majority vote is obtained when:
(a) A proposed amendment recommended by the Nominations/Bylaws Committee is presented by mail or at the next General Business Meeting.
(b) No less than twenty percent of the member EACs submit a written proposal to amend the CEAC bylaws. Said submission is to be presented to the CEAC Executive Board at least thirty (30) days prior to the General Business Meeting in order to qualify as a ballot issue for that year’s meeting.
(c) The Executive Board unanimously agrees, at any time during the year, to request the Nominations/Bylaws Committee to conduct a vote by mail of the eligible EAC Representatives on any proposed amendment(s).
The EDD Director and others designated by the Director shall be advisors to the CEAC. Advisors shall be welcome to attend and encouraged to participate in discussions of all CEAC meetings including Committee meetings unless specifically requested not to participate by the Executive Board. The Executive Board may, from time to time, appoint, hire, contract or otherwise engage the services of advisor(s), as needed, to carry out the functions of corporate operations.
The president may appoint up to two Members-at-Large to serve at the pleasure of the President. Members-at-Large shall take on projects and/or activities to assist the CEAC in organizational activities. The Members-at-Large shall have voting privileges.
The properties and assets of this nonprofit organization are irrevocably dedicated to fulfillment of the Objectives and Purposes of this organization as set forth in Article II hereof. No part of the net earnings, properties, or assets of this organization, on dissolution or otherwise, shall inure to the exclusive benefit of any private person or individual, or any member or director of this organization except in fulfillment of said Objectives and Purposes. On liquidation or dissolution, all properties, assets and obligations shall be distributed pursuant to the non-profit mutual benefit provisions of the California Corporations Code then in effect.
The rules contained in Robert’s Rules of Order Revised shall govern the CEAC in all cases to which they are applicable and in which they do not conflict with these Bylaws. Robert’s Rules of Order Revised may be suspended with the approval of the Executive Board.
If any section or subsection of these Bylaws is found to be invalid because of conflicts with State or Federal law the remaining sections shall continue in full force and effect.
SECTION I. General Corporate Powers
Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the members, the business and affairs of the organization shall be managed, and all powers shall be exercised, by or under the direction of the Executive Board.
SECTION 2. Specific Powers
Without prejudice to these general powers, and subject to the same limitations, the Executive Board shall have the power to:
a) Select and remove all officers, agents, and employees of the organization; prescribe any powers and duties for them that are consistent with law and with these bylaws; and fix their compensation.
b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the organization to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any members’ meeting or meetings, including General Business Meetings.
c) Adopt, make, and prescribe the forms of membership certificates; and alter the form of the certificate,
d) Borrow money and incur indebtedness on behalf of the organization and cause to be executed and delivered for the organization’s purposes, in the organization name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
SECTION 3. Action without meeting
Any action required or permitted to be taken by the Executive Board may be taken without a meeting, if all members of the board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Executive Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Executive Board.
We hereby certify that the above Bylaws for the CEAC were properly accepted and adopted by a majority of the membership on May 3, 2017. All previous Bylaws are null and void and hereby replaced as of this date.
William Betley, President
Approved May 3, 2017