OF THE
Mountain Empire Business Association
A California Incorporated Nonprofit Association

ARTICLE 1
NAME, OFFICE AND PURPOSES

The name of this unincorporated association is and shall be Campo-Lake Morena Business Association (hereinafter referred to as “CLMBA”). The principle office of CLMBA shall be located in the County of San Diego.

The purpose of CLMBA shall be to unite businesses and not-for-profit organizations to promote economic development and enhance the quality of life in the Campo-Lake Morena area. Together, the members of CLMBA will work tosustain and enhance the rural character of the community, increase citizeninvolvement, and establish regional awareness of the Campo-Lake Morena areaas “Just Country.”

ARTICLE II
DISSOLUTION

CLMBA is not organized, nor shall it be operated, for pecuniary gain orprofit, and it does not contemplate the distribution of gains, profits, or dividends to its members and is organized solely for nonprofit purposes. The property of the organization is irrevocably dedicated to social welfare purposes and no part of the net income as assets of CLMBA shall ever inure to the benefito f any director, officer, or member thereof, or to the benefit of any private persons. Upon the dissolution or winding up of the association, its assetsr emaining after payment, or provision for payment, of all debts and liabilities of this association, shall be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for social welfare purposes and which has established its tax exempt status under Section501(c)(4) of the Internal Revenue Code.

ARTICLE III
MEMBERS

Section 1.

CLMBA shall have members, and members shall be entitled to vote based on a system approved by the Board of Directors.

Section 2.

Anyone who operates a licensed business, farm, ranch, church, or State - recognized not-for-profit organization within the boundaries of the 91906 zip code may become a voting member. Interested parties who represent unlicensed businesses or do not qualify for voting membership status may become an associate member.

Section 3.

All members and Associate Members of CLMBA are required to pay a fee as determined by the Board of Directors.

Section 4.

A minimum of ninety (90) days membership is required to vote in any election.

Section 5.

An Associate Member is one of the above stated in Section 2. who
operates their business outside of the 91906 zip code.

ARTICLE IV
MEETINGS OF MEMBERS

Meetings of the members shall be held at such times and places fixed by the Board of Directors.

ARTICLE V
BOARD OF DIRECTORS

Section 1. General Powers

Subject to the limitations of these Bylaws, and the laws of California, the affairs of CLMBA shall be managed, and all association powers shall be exercised by, or under the direction of, a Board of Directors.

Section 2. Number, Tenure and Qualifications

CLMBA shall have no fewer than five (5) and no greater than ten (10) Directors, who shall be unrelated persons. The Board of Directors shall nominate or appoint all Directors, who shall be elected by a simple majority of the voting membership present. Associate members are prohibited from election or appointment to the Board. Each director shall hold office for one year, or until CLMBA is dissolved, or the Director resigns, whichever comes first. The first directors shall be elected by those individuals who organized CLMBA.

Section 3. Meetings

Meetings of the Board shall be held without other notice than these Bylaws at any place and time designated by the Board.

Section 4. Quorum

A simple majority of the Directors holding office at any point in time shall constitute a quorum. The Directors may continue to transact business during a meeting at which a quorum is initially present, notwithstanding the withdrawalof Directors, if any action is approved by at least a majority of the required quorum for that meeting.

Section 5. Action Without Meeting

Any action required or permitted to be taken by the 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 Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Section 6. Vacancies

Any vacancy occurring in the Board of Directors shall be filled by appointment by a majority of the remaining Directors, though less than a quorum, or a sole remaining Director, subject to a majority vote of themembership present. A director elected to fill a vacancy shall hold the office for the term applicable to the outgoing director.

ARTICLE VI
OFFICERS

Section 1. Officers

The officers of CLMBA shall be President, Vice President, Secretary andTreasurer and such other officers as many be elected to offices created by the Board. Officers shall have powers and duties as specified herein and as may be additionally prescribed by the Board.

Section 2. Election and Term of Officers

The officers of CLMBA shall be elected annually by the Board of Directors. New offices may be created annually and filled, and vacancies may be filled, at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been elected, unless otherwise removed.

Section 3. Removal

Subject to the rights, if any, of an officer under any contract of employment, any officer elected or appointed by the Board may be removed by the Board with or without cause, whenever in its judgment the best interests ofCLMBA would be served thereby.

Section 4. President

The President shall, if present, preside at all meetings of CLMBA. He/she shall have general supervision, direction and control of the business of the association.

Section 5. Vice President

The Vice President shall, in the absence of the President, preside at all meetings of CLMBA. He/she shall additionally perform those duties assigned to him/her by the Board of Directors.

Section 6. Secretary

The Secretary shall be responsible for the publishing of all notices and official records of the association as necessary and see to the proper recording of documents relating to CLMBA.

Section 7. Treasurer

The Treasurer shall be responsible for all funds and financial records relating to CLMBA.

ARTICLE VII
COMMITTEES

The President shall appoint special committees which will perform specified tasks within a limited period of time. The appointment of such ad hoc committees shall be with the consent of the Board of Directors.

ARTICLE VIII
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER CLMBA AGENTS

CLMBA may, to the extent allowed by applicable state and federal laws, indemnify and hold harmless its officers, directors, agents and employees from and against any and all claims, actions, proceedings, whether threatened, pending or completed, brought by reason of their respective position or relationship with CLMBA including, without limitation, all reasonable attorney’s fees, costs and other expenses incurred in establishing a right to indemnification under this Article.

ARTICLE IX
AMENDMENTS TO BYLAWS

New Bylaws may be adopted, or these Bylaws may be amended or repealed, by an affirmative majority vote of the Board of Directors at which a quorum is present. Proposed amendment changes made by the Board of Directors must be approved by the majority of the general membership.

Click this link to download a pdf of the BYLAWS

Click this link to download a copy of the STANDING RULES