California Turtle and Tortoise Club

THE BYLAWS OF THE
CALIFORNIA TURTLE & TORTOISE CLUB

Founded 1964

  pdf version

Table Of Contents

ARTICLE I Name and Purpose

ARTICLE II Office and Duration

ARTICLE III General Powers

ARTICLE IV Membership

ARTICLE V Executive Board

ARTICLE VI The Tortuga Gazette

ARTICLE VII Branches and Chapters

ARTICLE VIII Chapter Fiscal Year-Disbursements

ARTICLE IX Chapter General Meetings

ARTICLE X Chapter Officers

ARTICLE XI Chapter Board of Directors

ARTICLE XII Nomination and Election of Chapter Officers

ARTICLE XIII Chapter Committees

ARTICLE XIV Chapter Adoption Programs

ARTICLE XV Show Rules

ARTICLE XVI Club Bylaws

ARTICLE XVII Dissolution

Last Revision July 2007
Revised April 1999
Revised January 1990
Revised March 1987
Adopted November 1964

THE BYLAWS OF THE
CALIFORNIA TURTLE & TORTOISE CLUB

Founded 1964

ARTICLE I Name and Purpose

1. The name of this organization shall be the California Turtle & Tortoise Club, hereinafter referred to as "Club".
2. The Club is organized to promote the preservation, conservation, welfare, study and dissemination of knowledge pertaining to the order Testudines (Chelonia).
3. The Club is incorporated as a California Public Benefit Corporation. The Club shall be nonprofit and nonpartisan. No substantial part of the activities of the organization shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Club shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
4. The Club shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purpose described above.
5. The Club shall not engage in business carried on for profit, nor perform services for individuals whether or not for compensation. No income or property of the Club shall be used to the benefit of any individual member.
6. A local segment of the California Turtle & Tortoise Club shall be known as "Chapter" or "Branch" and meet the requirements as stated in ARTICLE XIII.

ARTICLE II Office and Duration

1. The principal office of this Club shall be located in the State of California where designated by the Club's Executive Board.
2. The Executive Board may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these bylaws opposite this section, or this section may be amended to state the new location.
3. The Club may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Executive Board may designate.
4. The death, removal, or resignation of any member of the Club shall not result in the dissolution of the Club.

ARTICLE III General Powers

1. This Club shall have the power to obtain, invest and retain funds for advancing the purpose stated in ARTICLE I.
2. This Club shall have the power to do any lawful acts or things reasonably necessary or desirable for carrying out the Club's purpose.

ARTICLE IV Membership

1. Any individual or organization that supports the Club's purpose shall be eligible for membership upon application.
2. Membership in the Club is through one of the Club's Chapters.
3. There shall be four (4) types of membership: Individual, Family, Life and Honorary.
4. Members will have the following privileges, rights, duties and responsibilities:

   To vote if at least eighteen (18) years of age.
   To hold office after at least six (6) month's membership.
   To nominate candidates for office.
   To receive the Club publication, The Tortuga Gazette.
   To borrow books and publications from the Chapter Library.
   To hold a Club membership card.
   To attend Club meetings.

5. All types of membership shall have one (1) vote.
6. Every membership application is subject to approval. Applicants will not be discriminated against on the basis of race, color, national origin, sex, sexual orientation, religion, disability, or age.
7. A member may be recommended for removal from a Chapter by a two-thirds vote of that Chapter's Board of Directors. The recommendation shall be voted upon by the membership at the next regularly scheduled general meeting.
8. Every member except Honorary must pay the prescribed dues.
9. Membership dues shall be published in The Tortuga Gazette.
10. The granting of Honorary membership to an individual or an institution may be recommended to the Chapter membership by a two thirds vote of a Chapter's Board of Directors. Such membership shall be confirmed by majority vote of members present at a general meeting.

ARTICLE V Executive Board

1. The Club's Executive Board shall consist of the Officers of the Executive Board, the President of each Chapter and one additional member from each Chapter appointed by the respective Chapter's Board of Directors.
   

   A. The Executive Board shall have the following Officers:
   

   i. Chairperson - chairs all meetings and casts tie breaking votes.
   ii. Vice Chairperson - chairs all meetings in absence of Chairperson and assists the Chairperson.
   iii. Secretary - records all proceedings, maintains a list of Executive Board members and keeps copies of all Executive Board correspondence.
   iv. Treasurer - maintains financial records and handles all receipts and disbursements of the Executive Board. Receives and reviews the Chapter annual financial reports.

   B. The Chair, Vice-chair, Secretary and Treasurer of the Executive Board will be elected annually or as necessary as follows:

   i. Any CTTC member in good standing and interested in serving in one of these positions is eligible for nomination by an Executive Board Member at the penultimate meeting of the fiscal year;
   ii. Elections will be held at the last regularly scheduled meeting of the fiscal year;
   iii. Members of the Executive Board must be present at the meeting to vote and may cast at most one vote for each position. The candidate receiving a majority of votes cast for each office will be elected to that office. In case of a tie, the highest ranking of the current officers not running for the office in question will cast an additional tie-breaking vote. For the purposes of this section of the Bylaws the officers are ranked in descending order as Chair, Vice-chair, Secretary and Treasurer.
   iv. Those elected will take office on November 1, or whatever date is specified in these bylaws as the start of the fiscal year, and serve a term of one (1) year thereafter.

   C. Misconduct or failure to perform the duties of office shall be cause for removal of Executive Board Officers.
   D. In case of a vacancy in any of the Executive Board offices, the Executive Board shall appoint a replacement at the earliest opportunity.
   E. Executive Board members shall report and recommend to their respective Chapter's Board of Directors about decisions and conclusions reached.
   F. The Executive Board shall meet quarterly or as required.
   G. If a member is unable to attend a meeting, the Board of Directors of the Chapter from which the member originates may send an alternate, and the alternate may vote.
   H. Members may not vote on any matters where there may be a conflict of interest.
   I. The Executive Board may adopt a resolution authorizing the purchase of insurance against any liability for any Director, Officer, or member who is, or was, performing duties on behalf of the Club.
   J. A majority constitutes a quorum.

2. The Executive Board shall oversee the Club's joint activities as follows:
   

   A. The publishing and distribution of The Tortuga Gazette.
   B. Maintenance of the Club's World Wide Web site.
   C. The adoption program.
   D. Creation of committees to perform such tasks as directed by the Executive Board.
   E. The bylaws, amendments, parliamentary procedures and interpretations.
   F. Determination of current membership dues.
   G. Creation of new Chapters and sponsoring of Branches.
   H. Give assistance and guidance to Chapters on request in regards to elections, shows, finance, meeting agenda and programs, parliamentary procedures, arbitration, or any other problem under these bylaws.
   I. Perform other duties as required.

3. Executive Board disbursements
   

   A. The fiscal year of the Executive Board shall commence November 1st of each year and end the following October 31st.
   B. All disbursements of funds shall be approved, authorized or ordered by the Executive Board. A majority of the Officers of the Executive Board may authorize or order disbursements in cases of emergency.
   C. Bank accounts may only be opened upon authorization of the Executive Board. All receipts must be deposited directly into such bank accounts by the Treasurer.
   D. The Treasurer of the Executive Board shall present an annual financial report to the Executive Board, and a summary of this report shall be published in The Tortuga Gazette.
   E. The Executive Board may order an audit of the Executive Board's financial records at any time.

ARTICLE VI The Tortuga Gazette

1. The Tortuga Gazette shall be published by the Executive Board and shall be distributed using the most current mailing list provided by each Chapter.
2. The Tortuga Gazette shall feature Club news and bulletins, articles about turtles and tortoises, their care, medical information and other conservation and educational material, as well as information concerning the Chapters, announcements, editorials, and exchange of information.
3. The editor is appointed by the Executive Board and serves at the Board's pleasure. The editor may not be an officer of the Executive Board.
4. The editor must consult with the Executive Board Officers on any controversial subjects presented for publication. Other material shall be published at the discretion of the editor.
5. Advertising must be screened by the editor.
6. The editor must retain a complete set of The Tortuga Gazette on behalf of the Executive Board.

ARTICLE VII Branches and Chapters

1. Branch
   

   A. A new Branch may be formed provided:

   i. There is a sponsoring Chapter.
   ii. There are at least twelve (12) members to support it.
   iii. Proper leadership exists.
   iv. It is approved by the Executive Board.

   B. The sponsoring Chapter shall provide guidance, support and financial assistance to the Branch.
   C. Members of the Branch are members of the sponsoring Chapter.
   D. The sponsoring Chapter shall supervise the Branch's finances. Branch disbursements must be approved by the Treasurer of the sponsoring Chapter.
   E. Members of the Branch shall appoint provisional Officers who will function with the guidance and support of the sponsoring Chapter's Board of Directors. The provisional Officers shall remain in office until the first election to be held in October following the formation of the Chapter.
   F. A Branch shall have the same fiscal reporting responsibilities as a Chapter.
   G. A Branch may apply for Chapter status to the Executive Board after one (1) full year of successful operation.

2. Chapter Formation
   

   A. A new Chapter may be chartered provided:

   i. It has operated satisfactorily for a full year as a Branch.
   ii. It has a minimum of twenty-four (24) members.
   iii. It is approved by the Executive Board.

3. Minimum Requirements for Recognition and Continuation of Chapters

   A. A Chapter must fulfill the requirements of Articles VIII-XV. In addition, each Chapter must:

   i. Maintain and submit to the Executive Board Treasurer statements covering all transactions necessary to establish Corporate responsibility for California state sales and use taxes and annual reports showing Chapter assets, liabilities, revenues, and expenses in such form and detail as necessary to permit the Treasurer to satisfy all filing requirements under the federal Internal Revenue Code, the State Franchise Tax Code, and other applicable provisions of state and federal law;
   ii. Promptly make such other reports to the Executive Board as the Board may require; and
   iii. Hold at least one Chapter board meeting per year.

   B. A Chapter may be suspended from good standing or dissolved:

   i. Upon request of the Chapter board or those Chapter officers active at the time of the request; or
   ii. By resolution of the Executive Board;

   C. Whenever a Chapter is dissolved for any reason, all financial records will be reviewed by the Treasurer of the Executive Board. Monies remaining in the Chapter treasury, financial records and documents, and all the property and supplies of the Chapter shall be returned to the Executive Board within 30 days. The Chapter records and financial documents will be maintained by the Executive Board so that individual issues, such as restricted funds and the costs of maintaining life memberships, can be addressed as necessary.
   D. Any Chapter declared not in good standing, effective as of the date of such declaration, will cease to have voting membership of the Executive Board. However, the members of such Chapter, together with other interested individuals in the area, may propose a reorganization plan to correct the deficiencies which led to the Chapter’s suspension from good standing.
   E. Any Chapter declared not in good standing will return to good standing only upon declaration of the Executive Board that such Chapter has adequately remedied the problem, or proposed an adequate plan to remedy the problem, leading to its suspension. Such reinstatement of good standing will take effect immediately upon such declaration.

4. Discipline
   

   A. In the event of egregious misconduct or extraordinary failure to fulfill the requirements of Articles VII through XV of these bylaws by a Chapter's Board of Directors, the Executive Board may appoint an ad hoc committee to supervise the Chapter until such time as a special election can be held to elect new Officers of the Chapter.
   B. The Executive Board may declare the dissolution of a Chapter or Branch for failing to fulfill its financial obligations.

ARTICLE VIII Chapter Fiscal Year-Disbursements

1. The fiscal year of the Chapter shall commence November 1st of each year and end the following October 31st.
2. All disbursements of funds shall be approved, authorized or ordered by the Board of Directors.
3. Bank accounts may only be opened upon authorization by the Board of Directors. All receipts must be deposited directly into such bank accounts by the Treasurer.
4. The funds and financial records of each Chapter shall be reviewed annually by one or more members of the Chapter as appointed by the President. The review shall be performed at the close of the fiscal year and at any time the Treasurer or other financially responsible persons are replaced. This review shall be presented to the members not later than the January general meeting.
5. An annual financial report, the content of which will be specified by the Executive Board, must be presented to the Treasurer of the Executive Board by the first Executive Board meeting of the following calendar year.

ARTICLE IX Chapter General Meetings

1. Meetings shall be held once a month, unless otherwise arranged by the Chapter or Branch.
   
2. Special meetings of the Chapter or Branch may be called by the President, or can be called at the written request of three (3) active members of the Chapter or Branch. Ten (10) days written notice shall be given to all members by the Chapter. The business to be transacted at any special meeting shall be limited to that mentioned in the call.
   
3. The October meeting is the Annual Meeting and shall include the election of new Officers.
4. The quorum is the number of eligible voters present at a Chapter or Branch meeting.

ARTICLE X Chapter Officers

1. The Officers of each Chapter shall be: President, Vice President, Recording Secretary, Corresponding Secretary (or at the discretion of each Chapter, one Secretary) and Treasurer (or at the discretion of each Chapter, Secretary-Treasurer).
2. Requirements to hold office: candidates must have been active members in good standing for at least six (6) months prior to election and be at least eighteen (18) years of age at time of the election.
3. Officers and other members of the Board of Directors may not miss any meetings without showing sufficient cause or reason. If more than two (2) consecutive board meetings or general meetings are missed, the Board of Directors may request the member to resign or may remove the member from office.
4. Duties and responsibilities of the Officers:
   

   A. President

   i. Shall preside at all meetings.
   ii. Shall exercise general supervision of the affairs of the Chapter.
   iii. Shall appoint two (2) members from the general membership to the Board of Directors.
   iv. Shall appoint or remove the Librarian, Archivist, Refreshment Committee Chair and other appointees as required.
   v. Shall order a review of the financial records at the fiscal year end and upon change of the Treasurer, and shall send the annual financial report to the Executive Board.
   vi. Shall be a member of the Executive Board.

   B. Vice President

   i. Shall be responsible for Chapter meeting programs.
   ii. Shall assist the President in the operation of the Chapter.
   iii. Shall assume the duties of President in his or her absence.
   iv. Shall assume the office of President in the event of vacancy prior to expiration of term in office until regular elections take place.

   C. Recording Secretary

   Shall record and keep the minutes of all meetings.

   D. Corresponding Secretary

   i. Shall conduct the Chapter's correspondence.
   ii. Shall maintain the membership list.
   iii. Shall ensure Chapter members receive The Tortuga Gazette by providing a current mailing list to the Executive Board designee.

   E. Secretary

   Duties consist of C and D if the Chapter does not have a separate Recording and Corresponding Secretary.

   F. Treasurer
   

   i. Shall receive and, with the approval of the Board of Directors, disburse all funds of the Chapter.
   ii. Shall keep all financial records of the Chapter.
   iii. Shall give oral financial report at each meeting, stating all income, expenses, and balance on hand.
   iv. Shall prepare the annual financial report at the fiscal year-end.

   G. Secretary-Treasurer

   Combination of C, D, and F if the Chapter does not have separate offices.

ARTICLE XI Chapter Board of Directors

1. The Board of Directors shall consist of the Officers of the Chapter, the past President, plus three (3) active members: two (2) to be appointed by the President and one (1) to be appointed by the other Officers. Such appointments are to be made within one month after the elections. Directors shall hold office for one (1) year or until their successors are appointed.
2. The Board of Directors shall administer the Chapter. It shall receive applications for membership, resignations, such reports of committees as may be necessary between general meetings of the Chapter; submit recommendations to the Chapter; and perform such duties as the Chapter or these bylaws may require.
3. The Board of Directors shall have special authority as follows:

   A. Misconduct or failure to perform the duties of an office or Board of Directors membership shall be considered cause for removal.
   B. Misconduct may include but is not limited to: illegal activity, conflict of interest, self dealing, activity prohibited in these bylaws, and other activities which are not in the best interests of the Club.
   C. Before action is taken the Board of Directors shall notify the member of the specific failures with which the member is charged and shall request that the member appear before the Board of Directors at a specified meeting. At that meeting the Board of Directors may declare the office to be vacant on a simple majority vote.
   D. The Officer or Board of Directors member may remain a member of the Chapter unless the Board specifically votes to expel the person from the Chapter.
   E. The membership shall review the decision of the Board of Directors.

4. In case of a vacancy in the office of President, the Vice President shall become President. The Board of Directors shall appoint to fill any other vacant offices.
5. Meetings may be called by the President or by two-thirds of the Board members.
6. Special meetings may be called by the President or upon the request of at least three (3) members of the board. At least 48 hours notice shall be given. The business transacted at any special meeting shall be limited to that mentioned in the call.
7. A majority of the Board of Directors shall constitute a quorum.

ARTICLE XII Nomination and Election of Chapter Officers

1. In August of each year, a Nominating/Election Committee of three (3) members shall be appointed and announced by the President. Only one (1) member of the Committee may be a current member of the Board of Directors. The President may not serve on the Nominating Committee.
2. The Nominating/Election Committee, after securing consent of the nominees to serve, shall submit its report to the members of the Chapter at the September meeting, at which time nominations may be made from the floor, providing the consent of the nominees has been obtained.
3. The Nominating/Election Committee shall prepare a written ballot of the nominees. Such ballots shall include the name of each nominee and identify incumbents. The ballot shall also provide a space for write-in candidates.
4. The elections shall be held at the October Annual Meeting. At that meeting, ballots shall be counted by the Nominating/Election Committee and those nominees receiving majority votes of the general membership shall be declared elected. The Executive Board shall be advised of the election results within thirty (30) days of the meeting.
5. The newly elected Officers shall assume office as of November 1st following elections.
6. All Officers shall hold office for one (1) year or until their successors are elected.

ARTICLE XIII Chapter Committees

1. Adoption Committee

   A. Chapter Adoption Committees shall consist of one or more members, which shall manage the adoption of all turtles and tortoises received for that purpose.
   B. The Chairperson shall be appointed by the President and approved by a two-thirds vote of the Board of Directors. The President may not appoint herself/himself.

2. Show Committee

   A. Each Chapter may have a Show Committee.
   B. The Chairperson shall be appointed by the President and approved by a two-thirds vote of the Board of Directors.

3. Additional committees may be appointed by the President as necessary.

ARTICLE XIV Chapter Adoption Programs

1. The Adoption Committees shall comply with all municipal, county, state, and federal laws and regulations.
2. Each applicant for a turtle or tortoise must complete the appropriate forms.
3. Applicants will receive instructions for the care of the turtle or tortoise.
4. Recipients of adopted turtles or tortoises must be advised by the Adoption Committee that if they have to give it up for any reason, it must be returned to the Chapter for readoption.
5. If an adopted turtle or tortoise succumbs for any reason, the adopter must advise the Adoption Committee accordingly, in order for them to keep a complete record of each adopted animal.
6. The Adoption Committee shall keep a complete record of all adopted turtles and tortoises, as to when and from whom it has been received, its species, sex or hatchling, measurements and health condition, and to whom adopted (full name, address and phone number).
7. Chapters shall provide adoption activity reports as requested by the Executive Board.

ARTICLE XV Show Rules

1. Shows must promote the basic purpose of the organization as stated in these bylaws.
2. Commercial dealers may exhibit at the discretion of the show committee.
3. The selling or offering for sale of turtles and tortoises at the show is strictly forbidden.

ARTICLE XVI Club Bylaws

1. The bylaws may be amended or revised at meetings of the Executive Board.
2. Amendments to the bylaws may originate:
   

   i. With the Executive Board, or
   ii. May be submitted in writing with the signatures of five (5) active members for the consideration of the Executive Board.

3. All amendments and revisions approved by the Executive Board shall be submitted for approval to the Chapters except where otherwise directed in these bylaws.
4. All amendments and revisions to the Club bylaws must be approved by the Board of Directors of each Chapter and also approved by a two-thirds majority of the members of each Chapter, present at a general meeting.
5. The rules contained in the current Robert's Rules of Order shall guide this Club in all cases to which they are applicable and in which they are not inconsistent with Club bylaws.

ARTICLE XVII Dissolution

1. The Club may elect to wind up and be dissolved upon two thirds vote of the entire Executive Board in accordance with the bylaws and articles of incorporation.
2. Notice of intent to dissolve shall be given each member in writing at least fifteen (15) days prior to the date of the meeting called for that purpose. Such dissolution shall be effective ninety (90) days after such vote is taken; provided all outstanding obligations of the Club have been paid.
3. Upon dissolution of the Club, the remaining assets shall be distributed pursuant to the nonprofit provisions of the California Corporations Code to an appropriate non-profit organization, at the discretion of the final Executive Board. In no event shall any corporate assets inure to the benefit of any person or individual or members or directors of this organization.