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The California Workers Cooperative Association is an organization dedicated to providing benefits to union and non-union workers alike. At this time, membership is limited to workers in the Southern California area. If you are interested in membership please fill out the application page and send it to the address on the Contact Us page.

 

BY-LAWS

OF

THE ASSOCIATION

For

CALIFORNIA WORKERS COOPERATIVE ASSOCIATION

FOR ITS REGULATION, EXCEPT AS OTHERWISE PROVIDED BY STATUTE OR ARTICLES OF ORGANIZATION.

ARTICLE I

OFFICES

1) The principle office of the ASSOCIATION (as referred to in the accompanying ARTICLES OF ORGANIZATION) is in the State of California and is located in the County of Orange. The ASSOCIATION may have other offices either within or without the State of California as the President and Board of Directors may determine or as the affairs of the ASSOCIATION may require from time to time.

2) The President is hereby granted full power of authority to change said principle office from time to time from one location to another. Any such change shall be noted in the By-Laws opposite this section, or added to this Article as provided below. The address of the principle office of the ASSOCIATION is as follows:

1442 E. Lincoln Ave. # 352
Orange, Ca. 92865

3) Branch or other offices may be established at any time by the President and Board of Directors at each and every place where the ASSOCIATION is now or further qualifies to do business or carry on the functions of the ASSOCIATION.

4) The Resident Agent for Service of Process for the Association is:

Pro Business Coach, Inc.
1442 E. Lincoln Ave. # 352
Orange, Ca. 92865

ARTICLE II

THE BOARD OF DIRECTORS

1) The business and affairs of the association shall be managed by its Board of Directors who may exercise all such powers of the association and do all such lawful acts and things as are not by statute or by the Articles of Organization or by these By-Laws directed or required.

2) The Board of Directors shall consist of not less than one (1) nor more than seven (7) Directors. The Directors shall be elected at the first meeting of the ASSOCIATION, except as hereinafter provided, and each Director shall hold office until his successor shall be elected and shall qualify. The First Board of Directors is to elected by the members of the association.

3) Any Director may be removed, whether for or without cause, either

4) A position on the Board of Directors is obtained by election by the membership at either a regular or special membership meeting and then by the unanimous approval of the existing parties serving on the Board of Directors.

5) The members of the Board of Directors, including the officers, serve for a period of twenty-five years, but they may resign their position at any time if they so desire. After a twenty-five year period of service the Board Member or Officer must indicate to the Board of Directors whether an additional term of office is desired. If no additional term is desired, a new Board Member must be voted upon at the next general membership meeting. If an additional twenty-five year term is desired, it may be granted by a majority vote of the Board of Directors.

6) The Board of Directors shall meet no less than every quarter at a place designated by the President.

7) All decisions of the Board of Directors are to be passed by a majority vote.

8) The Board of Directors will make all decisions as to the compensation of the officers and/or the disbursements of the ASSOCIATION funds.

9) The Board of Directors will determine nomination and election procedures for the ASSOCIATION.

10) The Board of Directors establishes and determines the ASSOCIATION'S policies and procedures.

MEETINGS OF THE BOARD OF DIRECTORS

12) The Directors of the ASSOCIATION may hold their meetings, both regular and special, either within or without the State of California.

13) Regular meetings of the Board of Directors may be held with or without notice at such time and place as shall from time to time be determined by the Board.

14) Special meeting of the Board of Directors may be called by the President on three days' notice to each Director, either personally or by mail, or by telegram, or such special meetings may be called by the President or Secretary in like manner and on like notice on the written request of one Director. The business to be transacted at, or the purpose of, any special meeting need not be specified in a notice or waiver of notice except where expressly provided by statute, the Articles of Organization, or by these By-Laws. It is provided, however, that any action taken by a majority of all Directors, whether at a meeting or in writing, signed by said Directors, shall be considered as valid and as binding as if it were the action of the Board of Directors at a duly called and qualified meeting, without regard to quorum or other prerequisites for such meeting.

15) At all meetings of the Board of Directors the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Organization or by these By-Laws. If a quorum is not present at any meeting of the Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present.

COMPENSATION OF DIRECTORS

16) Directors, as such, may receive a stated salary for their services, or by resolution of the Board, a fixed sum and expenses of attendance may be authorized. Nothing herein shall be construed to preclude any Director from serving the ASSOCIATION in any other capacity and receiving compensation therefore.

ARTICLE III

NOTICES

1) Whenever under the provisions of the statutes, or of the Articles of Organization, or by these By-Laws, notice is required to be given to any Director or member, and no provision is made as to how such notice shall be given, it shall be construed to mean personal notice, but any such notice may be given in writing, by mail, postage prepaid, addressed to such Director or member at such address as appears on the books of the ASSOCIATION. Any notice required or permitted to be given by mail shall be deposited in the United States Mail as aforesaid.

2) A waiver in writing, signed by the person or persons entitled to receive a notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice. A waiver by telephone call is also acceptable.

ARTICLE IV

OFFICERS

1) The officers of the ASSOCIATION shall be elected by the Directors and shall be a President, and a Secretary-Treasurer. The Board of Directors may also elect one or more vice-presidents and one or more assistant secretary-treasurers. The same person may hold any two or more offices.

2) The Board of Directors may appoint such other officers and agents as shall be deemed necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

4) The salaries of all officers and agents of the ASSOCIATION shall be fixed by resolution of the Board of Directors. However, said officers and agents can choose to serve without compensation.

5) Each officer of the ASSOCIATION shall hold office until his successor is chosen and qualified or until his death or until his resignation or removal from office. An officer or agent elected or appointed by the Board of Directors may be removed at any time by the unanimous affirmative vote of the whole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

6) The officers of the ASSOCIATION are to be included in the number of members to the Board of Directors.

ARTICLE V

PRESIDENT

1) He/she is responsible for all aspects and operations of ASSOCIATION.

2) He/she presides over the meetings of the Board of Directors.

3) He/she is elected by the Board of Directors for an indefinite term as he/she so desires to serve, but may resign the post at any time.

4) The President can be removed from his/her office by the unanimous vote of the Board of Directors only under the following conditions:

The above, hereinafter are referred to as the Standards of Conduct. If the Board of Directors does remove the President from his/her office, a new President must be elected by a unanimous vote of the Board of Directors, immediately.

5) He/she has the authority to call special meetings of the Board of Directors, if in his/her opinion he/she finds such meetings to be in the best interest of ASSOCIATION.

6) He/she is empowered to delegate any function of the office as he/she deems necessary.

ARTICLE VI

VICE-PRESIDENT

1) He/she assumes the duties of the President if for any reason the President is either unable to perform the duties of his/her office or is in a position that prevents him/her from enacting said duties.

2) He/she assumes the Presidency if the President is removed from office.

3) He/she is elected by the Board of Directors for an indefinite term as he/she so desires to serve, but may resign the post at any time.

4) The Standards of Conduct that apply to the President also apply to the Vice-President.

ARTICLE VII

SECRETARY-TREASURER

1) Is responsible for maintaining the minutes of all meetings of the Board Of Directors, general meetings and conventions and any other functions or records of ASSOCIATION. The Secretary shall attend all sessions of the Board of Directors and all meetings of the members and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be.

2) Further is specified the responsibility for the collection and distribution of ASSOCIATION funds and their according accounting.

3) The Secretary-Treasurer is elected by the Board Of Directors for an indefinite term as he/she so desires to serve, but may resign the post at any time.

4) The Standards of Conduct that apply to the President also apply to the Secretary-Treasurer.

ARTICLE VIII

CHECKS, DRAFTS, DEPOSITS, ETC.

The President will sign all checks, drafts, etc. or any other Officer so designated by the Board of Directors. The Officers of ASSOCIATION are authorized to make deposits of funds at any Bank, Trust Company or other depository so designated by the Board of Directors.

ARTICLE IX

INDEBTEDNESS

The amount of indebtedness that the ASSOCIATION may incur is to be decided by the Board of Directors. It will be limited to the amount of cash, reserves, and assets the ASSOCIATION has on hand to pay its obligations.

ARTICLE X

ASSOCIATION RECORDS

The Association’s books and all association records shall not be made public or available to non-members of the association. However, members may view the association organizational books at the association’s designated office and can have access to their own records when they provide a written request for their own records to the Board of Directors. A member’s records will only be released to the member if those records are requested in writing to the Board of Directors. The requesting member agrees not to disclose these records to non-members of the association without the expressed consent of the Board of Directors.

Association records will be kept at either the principle office of the association or at a place so designated by the Board of Directors for viewing by the members.

ARTICLE XI

AMENDMENT TO THE BY-LAWS

These By-laws may be amended, repealed, altered or changed, in whole or in part, from time to time, only in the following manner:

1) A petition must be formed and submitted to the membership and can be proposed by any member. If that petition is signed by a majority of all members it must then be submitted to the Board of Directors.

2) Any member of the Board of Directors may propose a petition to the Board of Directors to make an amendment to the by-laws.

2) The Board of Directors, at either a regularly scheduled meeting or at a special meeting called for that purpose, will consider the petition and decide by unanimous vote whether or not that amendment will be adopted after notice of the proposed amendment is given as the By-laws may provide.

ARTICLE XII

OTHER MEETINGS

The President is empowered to convene special meeting of the Board of Directors or the General Membership, when in his opinion such special meetings are in the best interest of ASSOCIATION or to transact any special business.

ARTICLE XIII

GENERAL FUND

The President, or Secretary-Treasurer if so directed by the President, has full and complete control of the General Fund under the auspices of the Board of Directors. The General Fund will pay all of ASSOCIATION'S expenses.

ARTICLE XIV

MEMBERSHIP REQUIREMENTS & REGULATIONS

Requirements for membership into the ASSOCIATION are as follows:

1) All persons above the age of 18 years of age, regardless of sex, creed or national origin, shall be eligible for membership, unless otherwise qualified and elected as the By-Laws of the ASSOCIATION may provide. It is mandatory for the officers and members of the Board of Directors of ASSOCIATION to become members of the ASSOCIATION.

2) Membership is not otherwise limited unless it is so indicated by the Board of Directors.

3) All persons seeking membership must make an application to the Board of Directors who will then review the application and immediately make the determination as to whether or not membership will be offered.

4) All members must agree to abide by the by-laws, procedures, rules and regulations of the ASSOCIATION. If for any reason it is determined that a member is not abiding by them, the Board of Directors may take such action as they deem necessary.

5) All members agree never to bring any law suit against the ASSOCIATION, or involve the ASSOCIATION in any law suit. Further, should any legal action be brought against any member, said member must agree to completely exonerate and hold blameless the ASSOCIATION and its officers in any such action. All members of the ASSOCIATION agree not to bring any lawsuit against any officer of the ASSOCIATION if said officer of the ASSOCIATION performs work on behalf of the ASSOCIATION for no compensation. All members of the ASSOCIATION agree not to bring any lawsuit against any member of the ASSOCIATION or involve any other member of the Association in any lawsuit either directly or indirectly and will hold harmless and defend both the Association, its officers, and its members as a result of and from any lawsuit. All members agree to utilize the Association’s grievance procedures to resolve any dispute.
6) If membership is ever terminated by the ASSOCIATION or the member, the ex-member must relinquish all claims against the ASSOCIATION.

7) If membership is ever terminated by the death of the member, said member's heirs and or assigns will have no claims against the ASSOCIATION.

8) If membership is by any other means terminated, said member and or his heirs and or assigns will have no claims against the ASSOCIATION.

9) TERMINATION OF MEMBERSHIP: A member may terminate membership in the Association at any time provided a written notice is given to the association by certified mail with a return receipt requested of the member’s desire to terminate membership. Likewise, the Association may terminate membership of a member in the Association at any time provided a written notice is given to the member by first class mail of the Association’s desire to terminate the membership of the member. Termination is effective as of the date on the mailing postmark.

ARTICLE XV

MEMBERSHIP EXCLUSIVITY

Non-members are not entitled to receive any ASSOCIATION benefits.

ARTICLE XVI

DISCIPLINARY COMMITTEE & ACTIONS

The Board of Directors will appoint a Disciplinary Committee that will receive all complaints against any member. They have the authority to investigate such claims and make a report of their findings to the complaining members and the President. The Disciplinary Committee will then make a recommendation of actions that can be taken by the complaining member or the President. Within 30 days either the Complaining member or the President may contact the Grievance Committee to file a formal grievance. This grievance will then follow the procedure indicated in Article XXVII.

ARTICLE XVII

MEMBERSHIP MEETINGS AND CONVENTIONS

1) There may be one yearly convention of all members to be held at a place and time so directed by the Board of Directors.

2) There may be as many general membership meetings as designated by the Board of Directors.

3) Attendance to conventions and meetings are not mandatory.

4) At all meetings and conventions, should a vote be taken, only members are allowed to vote. However, if so deemed appropriate by the Board of Directors, such a vote can be tendered by mail.

5) All meetings and conventions are conducted in accordance with Robert's Rules of Parliamentary Procedure.

ARTICLE XVIII

BENEFITS

The ASSOCIATION is authorized to provide benefits to its members and undertake whatever means necessary to secure those benefits as directed by the Board of Directors.

ARTICLE XIX

DUES AND CONTRIBUTIONS

The ASSOCIATION operates as a result of the income derived from the dues paid by the members and contributions from various other sources as to be identified and authorized by the Board of Directors and any other means not prohibited by law.

1) The amount of membership dues to be assessed will be determined by the Board of Directors. Such dues will be due and payable according to the mandates of the Board of Directors.

2) The amount of the percentage to be contributed to the General Fund from dues, contributions, and other sources will be determined by the President and the Board of Directors.

3) Membership dues and contributions can vary according the mandates of the Board of Directors and the needs of the ASSOCIATION.

ARTICLE XX

DISTRIBUTION OF PROFITS

If the ASSOCIATION should generate any profits they will be distributed as follows:

1) All profits will be distributed at the end of each calendar year as follows:

2) The Board of Directors may suspend or pass on the payment of such profits or installment of earnings at their discretion.

ARTICLE XXI

MAINTENANCE

The maintenance of all equipment or services is the responsibility of the President who is empowered to see that all repairs, if any, are efficiently and effectively performed.

ARTICLE XXII

STANDARDS OF CONDUCT

Members or officers of the ASSOCIATION all agree that under no condition will they abuse the privileges or benefits of their position or membership. This is to include violations of any Federal, State or Local laws or regulations.

ARTICLE XXIII

LIABILITY

All members will hold blameless and without any liability ASSOCIATION, its officers, Board of Directors, and other members from any action resulting from any legal action that may brought against any member of ASSOCIATION. Further, members agree never to bring suit against the ASSOCIATION or involve the ASSOCIATION in any lawsuit. Further, should any legal action be brought against any member, said member must agree to completely exonerate and hold blameless the ASSOCIATION in any such action.

ARTICLE XXIV

NON-EXCLUSIVITY

Members are not required to exclusively utilize the ASSOCIATION services. Members are allowed to undertake other business enterprises, form other business relationships, etc., provided that there be no conflict of interest with the activities of ASSOCIATION or any resulting obligations.

ARTICLE XXV

CATEGORIES OF MEMBERSHIP & DUES

The Board of Directors of the ASSOCIATION may designate and create as many levels of membership as they feel are in the best interest of the ASSOCIATION. The initial categories of membership are:

The benefits attached to each membership and corresponding dues or obligations are to be determined by the Board of Directors and may be changed from time to time in accordance to their determination.

ARTICLE XXVI

UNFORESEEN CIRCUMSTANCES

Since the economics of providing services for the membership can change drastically over a period of time, the ASSOCIATION is empowered to undertake whatever actions must be taken and execute accordingly any plan or methodology necessary to find solutions to the problems that face its members provided it does so upon the approval of the Board of Directors.

ARTICLE XXVII

GRIEVANCES

If at any time a member finds himself/herself aggrieved in any manner, said member agrees and is required to bring this matter to the attention of the Grievance Committee to resolve any dispute or alleged wrong-doing by the offending member or members. The Board of Directors will accord said member his/her constitutional right to be heard in accordance to the general guidelines of the United States Administrative Procedures Act in one of either or both manners.

(1) The hearing will take place in a place designated by the Grievance Committee.

(2) The hearing will be conducted in the State of California.

(3) The hearing will be conducted under the general guidelines of the Administrative Procedures Act by a Hearing Officer. The Hearing Officer will be selected by the Aggrieved Party from a panel of Hearing Officers who are members of the International Legal Aid Society. A list of Hearing Officers will be provided by Grievance Committee to the Aggrieved Party prior to the commencement of the proceedings.

(4) Both disputing parties must each pay $1,500.00 to the association to cover the cost of the hearing at the time of the filing for the hearing. This cost is non-refundable.

(5) The aggrieved party will be referred to as the Plaintiff. The person to whom the complaint is directed will be referred to as the Defendant.

(6) After the Plaintiff makes the request for an Administrative Hearing, the Plaintiff will file a statement with the Grievance Committee stating the actual complaint and how the Plaintiff wants to be compensated.

(7) The Grievance Committee will be responsible for all scheduling issues. The Hearing will be tape recorded. If any party wants a written copy of the record, they shall be responsible for the cost of producing a written record. This hearing will always be held in Orange County California.

(8) The Grievance Committee Chairman will be responsible for communicating with all parties and making sure that all parties are informed of any hearing requirements, deadlines and scheduling.

(9) Prior to commencement of the pre-hearing procedures, which begin upon the service upon both parties of the hearing date, the Plaintiff may withdraw the request for a hearing and receive the entire amount of the deposit.

(10) After the Hearing date is selected the following pre-hearing procedures are to be followed by all relevant parties.

(11) On the day of the Administrative Hearing:

(12) Simultaneous Opening Briefs will be served by the opposing parties upon each other and the Hearing Officer 45 days from the date of the delivery of the transcript.

(13) Simultaneous Reply Briefs will be served by the opposing parties upon each other and the Hearing Officer 30 days from the date of the delivery of the transcript.

(14) The Hearing Officer will render a final and binding decision, in writing, 30 days after the Hearing Officer receives the Reply Briefs and will so inform the parties through the Grievance Committee Chairman.

(15) Either party may represent themselves, be represented by a representative or an attorney or use any combination of personal presentation and representation in the presentation of their case. However, only one person per side will be allowed to speak during the presentation of their case.

(16) All parties may obtain a written transcript of the administrative proceedings, but each must pay for a copy of such a transcript. However, any party may obtain an audio cassette tape of the proceedings at no charge.

(17) The decision of the Hearing Officer, once issued, is binding on all parties at the time of issuance. And there is no limitation upon the Hearing Officer with respect to the amount to be awarded the prevailing party with respect to that final judgment.

(18) The collection of any damages thereafter will be the responsibility of the prevailing party.

(19) If the losing party is dissatisfied with the result of the administrative hearing, said party has the option to appeal that decision to the Board of Directors. However, said appeal must be filed within 30 days of an adverse Hearing Officer’s decision. If said appeal is not filed within the above prescribed 30 days, the losing party herein forfeits the right to such an appeal.

(20) Administrative Appeal: The appealing party will pay the cost of the Administrative Appeal by depositing the sum of $2,000.00 with the Treasurer of the Association prior to the making his/her request for a hearing.

(21) The Administrative Appeal will be conducted as follows.

(22) The decision of the Appeals Judges, once issued, is absolutely binding on all parties at the time of issuance.

(24) If either party is still not satisfied with the judgment, this judgment may be appealed for review by Arbitration. It is agreed that the arbitration company that must be used for this purpose is known as JAMS. However, if for any reason JAMS is no longer in business, the parties must agree to submit this action to any arbitration company that operates under the auspices of the American Arbitration Association if an additional appeal is desired.

(25) Failure to follow the grievance procedure will subject the offending party to action by the Grievance Committee, and the offending party herein agrees to pay any costs incurred by the association related to the action of the offending party, to include but not limited to all related fees, court costs, transcript fees, and Attorney fees. There disciplinary action against the offending party will be the responsibility of the Grievance Committee and may take whatever form the Grievance Committee determines to be just and proper.

ARTICLE XXVIII

MEMBER INFORMATION

All member and association information may not be divulged by any member to any non-member. It is also recognized that

(A) Association members will have information in written and oral form that contains proprietary and confidential information;

(B) All association members agree to hold such information in confidence and not use it other than as directed by the Board of Directors; and

(C) If it is found that any member or association information is divulged by any member, the Board of Directors are authorized to take whatever disciplinary actions they deem necessary which can include but are not limited to fines, expulsion, restriction of membership privileges, or personal liability for any legal, administrative or other consequences of their actions.

ARTICLE XXIX

MEMBERS & BYLAWS

It is accepted that the by-laws may change from time to time. The current by-laws are always available for viewing on the internet at the association’s web-site. However, if a member does not have access to a computer, upon request, a computer will be made available in the offices of the association for viewing by any member of the association. A written copy of the by-laws will be made available to any member who makes a written request for them. All members accept the responsibility of knowing and understanding the current by-laws of the association and agree to abide by the current by-laws as they exist or as they may change in the future.

ARTICLE XXX

MEMBERS & BYLAWS

It is accepted that the by-laws may change from time to time. The current by-laws may be available for viewing on the internet at the association’s web-site. However, if a member does not have access to a computer, upon request, a computer will be made available in the offices of the association for viewing by any member of the association. A written copy of the by-laws will be made available to any member who makes a written request for them. All members accept the responsibility of knowing and understanding the current by-laws of the association and agree to abide by the current by-laws as they exist or as they may change in the future.