Article IV
Powers and Duties of the Board of Directors


Section 1 - The Board of Directors shall have the authority to carry on the business of this organization between Annual Business Meetings. The Board shall read, correct, and approve the Minutes of the Annual Business Meeting.

Section 2 - The Board of Directors shall meet not less than twice a year, carrying on the business of the organization. Five members shall constitute a quorum. Action by the Board shall require not less than five affirmative votes for the expenditure of funds, approval or denial of contracts and agreements, or establishment of policy. Other actions shall require a majority vote of those Board Members present at the meeting.

Section 3 - The Board of Directors shall have the power to appoint any employee of the organization as may be deemed necessary to carry out the objectives of the organization. Such employees shall serve at the pleasure of the Board of Directors.

The Board shall fix compensation for any employee. The Board may, at the expense of the organization, cover any officer, member, or employee having access to its funds with a fidelity bond.

The Board may enter into a contract for services of an individual or firm to provide services pertinent to the operation of this organization.

Section 4 - The Board of Directors may call any number of special meetings that may be deemed necessary to carry out the objectives of the organization.

Section 5 - The Board of Directors shall have the authority to temporarily suspend these bylaws in times of declared emergency or crisis to carry out the business of the organization.

Section 6 - President. The President shall preside at all meetings of the organization and its Board of Directors, appoint all committees subject to the approval of the Board of Directors, call special meetings of the Board of Directors when deemed necessary, and perform such duties as may be required of his or her office by the Annual Business Meeting and the Board of Directors.

Section 7 - First Vice President. The First Vice President shall assist the President in his or her duties and serve in the absence of the President. In addition, the First Vice President shall serve as Chair of the Legislative Committee, coordinate activities of the organization relating to review of a response to state legislation, and perform any special duties assigned by the Board of Directors or the President.

Section 8 - Second Vice President. In addition to special duties assigned by the Board of Directors or the President, the duties of the Second Vice President shall be:

A. To coordinate the taking and review, with the administrator, of minutes during meetings of the membership and of the Board of Directors.

B. To serve as signatory for CALBO bank accounts and generally perform the corporate duties associated with the activities of the organization as directed or as authorized by the Board of Directors.

C. To review and approve expense claims submitted to CALBO for reimbursement.

D. To make a financial report, in open meetings, at the Annual Business Meeting, and at each meeting of the Board of Directors.

E. To monitor the financial affairs of the organization and the activities of the administrator, accountant, and auditor as related to CALBO business.

Section 9 - The outgoing Second Vice President shall continue to perform the duties of the Second Vice President as enumerated in Section 7 above until April 1 following the Annual Business Meeting. At that time, the newly-elected Second Vice President shall assume those responsibilities, consistent with Section 4 of Article III.

Section 10 - Executive Committee. The Officers and Past President shall serve as an Executive Committee, which is empowered to take action on the Board’s behalf only on matters of an emergency nature between Board meetings.

Section 11 - Ethics Committee. Any Officer, Member of the Board of Directors, and/or Committee Member who has demonstrated by his/her action, either publicly or privately, that he/she is not acting in the best organizational interest of CALBO, or the profession that CALBO represents, and/or is in direct violation of CALBO’s Code of Ethics, can be removed, with cause, by a two-thirds (2/3) vote of the Board of Directors upon the recommendation of the Code of Ethics Committee.

  1. There is hereby created a standing Code of Ethics Committee, consisting of one Past President who shall act as Chair, one current ICC Chapter President, and one CALBO member-at-large.
  2. The Ethics Committee shall be appointed by the entire Board of Directors each year.
  3. The Ethics Committee shall meet on an as needed basis, but in no case less than one time per year.
  4. The Ethics Committee shall also act as an Advisory Committee to the Board of Directors and the membership when and if any ethical accusations, questions/issues, and/or concerns are submitted to the Board of Directors or the Ethics Committee.
  5. The Ethics Committee shall review, within a thirty (30) day period, any and all ethical accusations, questions/issues, and/or concerns submitted relating to the Officers, Directors, and/or Committee Members of CALBO.
  6. The Ethics Committee shall provide a written recommendation of findings to the entire Board of Directors for their review and action.
  7. The Board of Directors shall review the findings of the Ethics Committee and take the appropriate action for the betterment of the membership at their next meeting, or at a special meeting if deemed necessary.
  8. Ethical accusations, questions/issues, and/or concerns may be submitted directly to the Chair of the Ethics Committee. The Chair shall notify the CALBO Board of Directors if and when that happens.