BYLAWS OF THE
ECONOMIC DEVELOPMENT CORPORATION
OF EL DORADO COUNTY
(ADOPTED SEPTEMBER 22, 1989)
(REVISED 1/18/90)
(REVISED 2/19/90)
(REVISED 12/19/91)
(REVISED 5/28/92)
 
 
ARTICLE I
NAME, OFFICE, AND SEAL
 
Section 1: The name of the organization shall be the ECONOMIC DEVELOPMENT CORPORATION OF EL DORADO COUNTY, and is hereinafter referred to as the Corporation.
 
Section 2: The Principal office shall be located within the City of Placerville, County of El Dorado and may be changed at any time, or from time to time at the discretion of the Board of Directors.
 
Section 3: The corporate seal of the corporation, if one is desired and provided for, shall have inscribed thereon the name of the corporation and the year of its incorporation.
 
 
ARTICLE II:
PURPOSES AND OBJECTIVES
 
The purposes of the Corporation are:
“ To retain and expand El Dorado County's base of primary employment generation businesses -- with emphasis on non-seasonal and non-cyclical industries;
 
“ To promote and encourage within the cities and county of El Dorado, the development of industrial and commercial enterprise;
 
“ To generally assist in the maintenance of a favorable business climate within the borders of El Dorado County;
 
“ To assist and supplement the activities of the various local Chambers of Commerce and other organizations involved in promotional work, through cooperation and coordination.”
 
The primary objective of this corporation is to increase the employment, payroll, business volume, and overall quality of life within El Dorado County.
 
 
ARTICLE III:
MEMBERS, DIRECTORS, OFFICERS, AND EMPLOYEES
 
Section 1: GENERAL
a. Management: The business and affairs of the corporation shall be managed by the Board of Directors.
b. Compensation: The corporation shall not compensate their Members, Directors, or Officers by their services as such, however, the Board, by Resolution, may provide for payments to Members, Directors, or Officers to defray actual expenses incurred in pursuit of their corporate responsibilities, and may compensate, at fair market value, services rendered in capacities other than Member, Director, or Officers.
 
Section 2: MEMBERSHIP
 
a. Duties: Members of the corporation shall sponsor the activities of the corporation contributing their skills and resources.
 
b. Composition and Term: Membership in the Corporation shall be open to persons desiring to assist in the economic development of El Dorado County. Members shall be recruited from a broad spectrum of the community including the business sector, the community-at-large, and the government sector. Membership shall be renewed annually by payment of membership dues. Membership categories and due amounts shall be set periodically by the Board of Directors. The Board of Directors shall reserve the right to determine membership eligibility in all instances.
 
c. Ex-officio Members: Any individual or entity who is interested in the promotion of the total resources of the County of El Dorado, and not otherwise qualifying for regular membership, may participate as an ex-officio member. Such ex-officio members shall not be entitled to vote.
 
 
Section 3: BOARD OF DIRECTORS
The Economic Development Corporation of El Dorado County shall indemnify, hold free and harmless, assume legal liability for and defend its directors and officers from any and all costs and expenses, including but not limited to attorneys fees, reasonable investigative and discovery costs, court costs and all other sums which any director or officer shall pay or become obligated to pay on account of any, all and every demand or claim or assertion of liability, or any claim or action founded thereon arising or alleged to, having arisen out of the Economic Development Corporation's course of business or any act or omission of the officers and directors, whither such claim or claims, action or actions, be for damages, injury to person or property, including the officers and directors property, or death of any person, make by any person, group or organization, as associated with the Economic Development Corporation. This indemnification and hold harmless agreement shall be with respect to their position on the Board of Directors and their function as officers of the EDC. The Corporation provides this indemnification or hold harmless agreement which is supported by the following:
 
California State Statute #4047.5 Negligence actions against directors or officers serving without compensation; limitation of liability, duration of section.
 
a. Duties: The Board of Directors shall manage the business and affairs of the Corporation. Duties shall include, but not be limited to, electing the officers, hiring the Executive Director, and approving the annual budget and work plan. In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board may exercise all powers of the Corporation and may do all such acts and things, as are not by statute or these Bylaws prohibited.
 
b. Composition: The Board of Directors shall consist of both Reserved Seats and unreserved seats as follows:
 
Reserved Seats:
Two (2) Directors representing the El Dorado County Chamber of Commerce;
One (1) Director representing each of the other Chambers of Commerce in El Dorado County
One (1) Director representing El Dorado County
One (1) Director representing the City of Placerville
One (1) Director representing the City of South Lake Tahoe
One (1) Director representing the El Dorado County Water Purveyors Association
One (1) Director representing the County Office of Education
 
Membership fees for reserved seats may be waived by majority vote by the Board of Directors upon request from the agency representing the reserved seat.
 
Unreserved Seats:
Eighteen (18) Directors elected from the balance of the Membership and broadly representative of the El Dorado County community.
 
The Board of Directors shall have the right to adjust the size of the Board at any time by majority vote of the members present at a regularly scheduled meeting.
 
Participation in the function of the Board of Directors may be extended to ex-officio members upon majority approval of the Board of Directors. Such ex-officio directors shall not be entitled to vote.
 
c. Eligibility: Representation on the Board of Directors is extended only to those individuals or entities who are voting members in good standing of the Corporation and have by their membership agreed to participate in the affairs of the Corporation and abide by the decisions of the Board of Directors.
 
d. Quorum: Ten voting members of the Board of Directors shall be required to conduct business and a simple majority of these may take action.
 
e. Term of Directors: Term of office for Directors filling reserved seats shall be one year. The organization for which the seat is reserved may reappoint the same person in subsequent years by written notification to the Board of Directors.
 
Terms of office for Directors filling Unreserved seats shall be three (3) years.
 
f. Attendance of Directors: The absence of a Director from three (3) consecutive regular meetings of the Board of Directors, without reasonable excuse therefor, as determined by the Board of Directors, may be construed as constituting a resignation of membership of such director, and may be so acted upon by the Board of Directors.
 
g. Removal and Resignation of Directors: Directors filling reserved seats may be removed with or without cause by the organization for which the seat is reserved. Directors filling unreserved seats may be removed with or without cause by a majority vote of the Board of Directors at an official Board meeting.
 
h. Vacancies: Vacancies occurring in reserved seats shall be filled by the organization for which the seat is reserved. Vacancies in unreserved seats between Annual Meetings shall be filled by the Board from recommendations of a nomination committee.
 
i. Voting: Each Director shall have one (1) vote when present and no proxy or absentee voting will be permitted.
 
j. Alternates: Each Director shall have the right to appoint an alternate (with majority approval of the Board) to attend meetings. Alternates shall not be entitled to vote, and shall not be counted in constituting a quorum.
 
k. Committees:
1. Board of Directors: The Board of Directors may establish any committee or sub-committee that in its opinion would serve the best interest of the program.
2. Executive Board: The Executive Board shall be composed of the Immediate Past President, the President, the First Vice President, the Second Vice President, the Treasurer, the Secretary, and the Executive Director, serving in an ex-officio capacity. Three shall constitute a quorum. In the interim between meetings of the Board, the Executive Board shall be authorized to make urgent decisions on behalf of the Corporation.
 
Section 4: CORPORATE OFFICERS
a. Selection of Officers: The Officers of the Corporation shall be a President, First Vice-President, Second Vice-President, Secretary and Treasurer. The President and Vice-President shall be elected by the Board of Directors from among the voting members of the Board. The Secretary and Treasurer elected by the Board of Directors may be ex-officio members of the Board of Directors, without voting privileges. One person may be elected to fill both the Secretary and Treasurer positions.
 
b. Duties:
1. President: The President shall preside at all meetings of the membership and the Board of Directors and shall have all the duties and responsibilities customary to that office.
 
2. First Vice-President: The First Vice-President shall be second in authority to the President and in absence of the President, perform the duties of that office.
 
3. Second Vice-President: The Second Vice-President shall be third in authority to the President and in the absence of the President and First Vice-President, perform the duties of that office.
 
4. Secretary: The Secretary shall maintain the corporate records of the council, and perform such other duties as may be assigned to the position.
 
5. Treasurer: The Treasurer shall make informal reports to the membership ad monthly and other meetings as may be requested by the president or members of the Board of Directors. At the close of each fiscal year, the treasurer shall submit a complete report.
 
 
Section 5: EMPLOYEES
a. Executive Director: The Executive Director shall be an ex-officio, non-voting member of the Board and all Committees. The Executive Director shall have authority to sign such documents as may be approved by the Board of Directors.
 
The Executive Director, under the direction and supervision of the Board of Directors, shall conduct the general and active management, supervision, and control of the business of the Corporation. The Executive Director shall serve at the discretion of the Board of Directors and all employees and agents of the Corporation shall be hired and removed at his discretion. Any hiring or removing of employees of the Corporation shall be brought to the attention of the Board of Directors at their next regular Board meeting.
 
The Executive Director shall record all proceedings of the Corporation and shall maintain custody of the Corporation funds, securities, and deposits of money in such depositories as may from time to time be designated by the Board of Directors.
 
The Executive Director shall do other things as are provided for in these bylaws or as may be prescribed from time to time by the Board of Directors.
 
 
ARTICLE IV
CORPORATE MEETINGS
 
Section 1: Regular Meetings of the Board of Directors: The Board of Directors shall schedule meetings at such time and place as it may designate. Notice of such regular meetings shall be given by mail not fewer than five (5) days before the time of each such meeting. Such notice shall describe the time and place of such meeting and the general natures of all matters to be considered thereat.
 
Section 2: Special meetings of the Board of Directors: A special meeting of the Board of Directors may be called by the President, or by any five (5) Directors, by the filing of a request for such a special meeting with the Executive Director. Notice of such special meeting shall be given not fewer than two (2) days before the time of each such meeting. Such notice shall describe the time and place of the meeting and shall describe at whose request and for what special purpose it is being called.
 
Section 3: Annual Meeting: An annual meeting will be head each calendar year for the purpose of reviewing the activities and financial statements of the past year, and reviewing the planned activities for the following year. At the time of such meeting, reports shall be submitted and new directors and new officers who are to serve during the forthcoming year, shall be introduced.
 
 
ARTICLE V
MISCELLANEOUS PROVISIONS
 
Section 1: Checks and Notes: Checks, drafts, trade acceptances, and promissory notes of the Corporation shall be signed by such officers or staff members as the Board of Directors may from time to time designate. Two signatures shall be required on all above transactions. Payroll checks shall require only one signature from either the Executive Director or the Treasurer.
 
Section 2: Fiscal Year: The fiscal year of the Corporation shall end each June 30.
 
Section 3: Rules of Procedure: All meetings of the Board and its committees shall be governed by the current edition of “Robert's Rules of Order” except as may be expressly provided in the By-laws.
 
 
ARTICLE VI
AMENDMENTS
 
Amendments may be made to these bylaws by a majority of the officially constituted membership of the Board of Directors (excepting ex-officio directors).
 
END OF BYLAWS

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