PART I: BYLAWS OF THE CALIFORNIA RESOURCE RECOVERY ASSOCIATION, INC.

I
PREAMBLE

The California Resource Recovery Association (CRRA) is an organization of individuals, recycling centers, and companies pledged to the conservation of natural resources. The Association assists its members with their programs and conducts activities that will promote resource conservation by the people of California .

The California Resource Recovery Association is dedicated to the following principles:

1. To minimize the unnecessary use of resources for consumer packaging and the distribution of merchandise in general; seeking to assure that consumers will not be compelled to support wasteful practices that are beyond their control.
   
2. To furnish as many of our material needs as possible from the local flow of recoverable, processed resources, and thereby minimizing the mining of raw materials and their importation.
   
3. To maximize the recovery and recycling of resources in as whole and as useful a condition as possible.

These principles combine to support the Association's basic goals of eliminating waste and unnecessary consumption of resources; reusing manufactured items over and over again by cleaning, repairing and refabricating; recycling and composting as much as possible of what can't be reduced or reused in the flow of recoverable materials.

II
PRINCIPAL OFFICE

The principal office for the transaction of the business of the corporation is fixed and located in Sacramento County , California . The Board of Directors may at any time, or from time to time, change the location of the principal office from one location to another in this State.

III
MEMBERSHIP

There shall be five classes of members of this corporation. The first four classes shall be voting members, and the fifth class shall be non-voting members. The first class of members shall be known as Regular Members, the second class of members shall be known as Student Members, the third class of members shall be known as Non-profit organization Members, and the fourth class of members shall be known as Organizational/Business and Associate Members. All classes of voting members shall be entitled to one (1) vote. The fifth class of members shall be those members who reside outside of the State of California .

Members are persons, organizations, or corporations which complete a membership application and provide the appropriate dues to the association.

All Members shall receive notices of all annual, quarterly and special meetings, elections, shall receive the newsletter and membership directory, and, upon request, the minutes of Board meetings.

Members of the Board of Directors of this corporation shall be Voting Members of this corporation who shall be elected by the voting members of this corporation. Death, resignation, or removal by election as provided in these bylaws automatically terminates a person's membership as a Voting member of the Board of Directors.

Directors moving from their district will remain voting members of the Board until the next CRRA Board Elections. An election will be held to replace the Director moving from the district during the next regularly scheduled election.

Membership fees for each class of members shall be set each year by the Board of Directors.

IV
ANNUAL MEETING

The annual meeting of the members of this corporation shall be held at the time and place of the annual conference each year, unless determined otherwise by a resolution of the Board of Directors. Written notice of the time and place of the annual meeting shall be delivered personally to each Member or sent to each Member by mail, or other form of written or electronic communication, addressed to each eligible member at their address as it is shown on the records of this corporation. Such notice shall be mailed or delivered at least thirty (30) days before the date of the meeting.

No action shall be taken by the Board of Directors on any matter which is not on the Agenda for the meeting, unless such action is unanimously approved by the Board Members present at the Meeting.

Any member may place d an item on the Agenda of the Meeting by sending a request in writing to the President of the Association not less than 45 days before the date of the meeting. Requests received after that time shall be heard at the discretion of the Board, or upon receipt by the Board of a request signed by at least ten percent (10%) of the organization’s then current membership.

V
QUARTERLY AND SPECIAL MEETINGS

The Board of Directors will call for a minimum of four (4) meetings of the membership each year, including the Annual Meeting. Special meetings of the members of this corporation for any purpose or purposes may be called at any time by a simple majority of the seated members of the Board of Directors.

Written notice of the time and place of quarterly and special meetings of the members shall be delivered personally to each Member, or sent to each Member by mail, or other form of written communication, addressed to each eligible member at their address as it is shown on the records of this corporation. Any notice of a Quarterly meeting shall be mailed or delivered at least fourteen (14) days before the date of the meeting. Any notice of a special meeting shall be mailed or delivered at least five (5) days before the date of the meeting. The transactions of any meeting of the members of this corporation, however called and noticed, shall be as valid as those at a meeting held after regular call and notice if a quorum is present.

VI
QUORUM

A quorum for any meeting of the members shall require the presence of a simple majority of the seated members of the Board of Directors.

VII
LIABILITIES OF MEMBERS

No person who is now, or who later becomes, a member of this corporation or of its Boardshall be personally liable to its creditors for any indebtedness or any liability, and any and all creditors of this corporation shall look only to the assets of this corporation for payment.

VIII
BOARD OF DIRECTORS

The Board of Directors shall consist of nine (9) members unless changed by amendment of these bylaws. One member shall be elected from each District.

The nine districts from which the Board of Directors shall be elected are: [click here for map]

IX
QUORUM - BOARD OF DIRECTORS’ MEETINGS

A simple majority of the seated members of the Board of Directors shall constitute a quorum for the transaction of business.

X
POWERS OF DIRECTORS AND STAFF

A. The Board of Directors shall have the following powers:

1. To establish policy, make rules and regulations, select and remove other officers of the corporation, and provide for overall governance of the organization, not inconsistent with law, the articles of incorporation or the bylaws.
   
2. To recruit, select, employ, and provide overall supervision to Staff in the management of the corporation and to terminate Staff for good cause.
   
3. To ensure the financial viability of the corporation and to establish dues and fees in support of the corporation's mission.
   
4. To conduct the affairs and business of the corporation not assigned to Staff as agreed upon by the Board of Directors.

B. The Board of Directors shall be authorized to contract for or hire staff as needed to carry out the goals of the organization

XI
ELECTION AND TERM OF OFFICE

The members of the Board of Directors shall be elected by the voting members from the District in which they live. The voting member from each District who receives the largest number of votes from the ballots cast by members of that District will be considered to be elected. Election shall be by a ballot provided to each voting member in that District.

The term of office of each Director of this corporation shall be for three (3) years, or until a successor is elected. Beginning in the year 2000, Board Members from Districts 1, 4, and 7 shall be elected, followed in the year 2001 by Board Members from Districts 2, 5 and 8, and in the year 2002 by Board Members from Districts 3, 6 and 9.

A nomination period for the election of members of the Board of Directors will commence at the quarterly meeting of the membership preceding the annual meeting. The nomination period will be open for at least thirty (30) days. Following the close of the nomination period, a ballot will be provided to all voting members whose dues are current as of the closing day of the nomination period. Ballots will be required to be returned no later than thirty (30) days from the date of mailing. New Board members will be installed at the Annual Meeting.

XII
VACANCIES

Vacancies in the Board of Directors may be filled by a vote of the majority of the remaining Directors then in office even though less than a quorum, or by the sole remaining Director. A successor Director so elected shall serve for the unexpired term of his/her predecessor.

In the event that no member is nominated and elected to the Board of Directors from a District, the remaining Directors may appoint a Director from that District. The Board of Directors, in the alternative, may declare a special election to fill a vacancy, subject to the elections procedures specified in Section XI, above.

XIII
PLACE OF MEETINGS

Regular meetings of the Board of Directors shall be held at any place, within or without the State, that has been designated from time to time by resolution of the Board or by consent of all members of the Board. In absence of this designation regular meetings shall be held at the principal office of the corporation. Special meetings of the Board may be held either at a place designated or at the principal office.

XIV
ORGANIZATION MEETING

Within sixty (60) days of the annual meeting of the members, the Board of Directors shall hold a regular meeting for the purpose of organization, designation of officers, and the transaction of other business. The date, time and place of this meeting shall be announced at the Annual Meeting.

XV
SPECIAL MEETINGS

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by a simple majority of the seated Directors.

Written notice of the time and place of special meetings shall be delivered personally to each Director or sent to each Director by mail or by other form of communication, addressed to them at their addresses as shown on the records of the corporation. The notice shall be mailed or communicated at least five (5) days before the time of the holding of the meeting.

The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as those at a meeting held after regular call and notice, if a quorum is present, and if either before or after the meeting each of the Directors not present signs a written waiver of notice or a consent to hold the meeting or an approval of the minutes. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

XVI
ACTION WITHOUT A MEETING

Any action by the Board of Directors may be taken without a meeting if all members of the Board are notified, and a majority individually or collectively consent in writing to this action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

XVII
REMOVAL

A Director may be removed from office, for cause, by a majority vote of the Directors, or a majority of the voting membership in a duly called election.

XVIII
COMPENSATION

The Directors shall receive no compensation for their services as Directors.

XIX
OFFICERS

The officers of this corporation shall be a President, Vice-President, Secretary, Treasurer, and such other officers as the Board of Directors may appoint. One person, other than the President, may hold more than one of these offices. Officers must be chosen from the members of the Board of Directors. The offices of President, Vice-President, Secretary, and Treasurer may rotate during the year between members of the Board of Directors. In addition, the Director who has most recently served as President, in the event that said Director’s term has expired and the Director has declined to seek re-election, shall be eligible to serve a one-year term as the Immediate Past President. In the event that the office of Immediate Past President is filled, the person holding this office shall be eligible to vote on all matters which come before the Board.

XX
PRESIDENT

Subject to the control of the Board of Directors, the President shall preside at all meetings of the members and Directors, and shall have such other powers and duties as may be prescribed from to time by the Board of Directors.

XXI
VICE-PRESIDENT

Subject to the control of the Board of Directors, the Vice-President shall preside in the President’s absence, and shall have such other powers and duties as may be prescribed from to time by the Board of Directors.

XXII
SECRETARY

The Secretary shall keep a full and complete record of the proceedings of the Board of Directors, shall keep the seal of the corporation and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the corporation, shall oversee the conduct of all elections, and shall discharge other duties of the office as prescribed by the Board of Directors.

XXIII
TREASURER

The Treasurer shall oversee the receipt and safekeeping of all funds of the corporation and the deposit of such funds in the bank or banks that may be designated by the Board of Directors. Those funds shall be paid out only on checks of the corporation signed by the President, Secretary, or Treasurer, or by such persons as may be designated by the Board of Directors as authorized to sign them. The Treasurer shall have other such powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

XXIV
IMMEDIATE PAST PRESIDENT

The Immediate Past President shall provide continuity to the affairs of the corporation, and shall assist the newly elected President in representing CRRA. The Immediate Past President shall serve as the Board’s liaison to annual sponsors, and shall have other such powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

XXV
ATTENDANCE OF BOARD OF DIRECTORS

The Board of Directors are expected to attend every regular quarterly meeting of the Board. If a Board member does not attend two consecutive duly called regular quarterly meetings of the Board, a letter will be written to the member requesting clarification of his or her future intention to serve. The Board member shall be removed if he or she misses a third meeting in one calendar year after receiving such notification.

XXVI
AMENDMENT OF BYLAWS

The bylaws may be amended or repealed and new bylaws adopted by a majority vote of the members of the corporation responding in writing to a duly called election.

XXVII
MISCELLANEOUS

The President, Vice-President, Secretary, or Treasurer, or such other officers as the Board of Directors may select for that purpose, are authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all voting securities of any other corporation or corporations standing in the name of this corporation. The authority granted in these bylaws to the officers to vote or represent this corporation arising from any voting securities held by this corporation in any other corporation or corporations may be exercised either by the officers in person or by any person authorized so to do by proxy or power of attorney duly executed by the officers.

XXVIII
CORPORATE YEAR

The corporate and fiscal year of this corporation shall begin on January first, and end on December thirty-first.

XXIX
CHAPTERS

The districts of the organization may be subdivided into chapters. The Board of Directors shall establish policies to direct the operations of the Chapters. Chapter membership is determined by the address as shown in the records of this corporation. Persons living in an organized area are de facto members of the chapter of that area. For good cause, members living in one organized area may petition the Board of Directors to transfer them to the rolls of another chapter. A member may belong to only one chapter at a time.

No chapter may impose additional obligations of creed or finance on any person as a condition of receiving notice of or participating in any chapter activity.

A Chapter shall be organized by a chapter convener, who shall be a member of that chapter. The chapter convener shall be responsible for management of the chapter in accordance with the chapter policies adopted by the Board of Directors, as may be amended from time to time.

XXX
CHAPTER ACTIVITIES AND STRUCTURE

The purpose of chapters is to facilitate the free exchange of information between members.

Chapter Finances: No chapter shall maintain an independent treasury. All informational expenses of the chapter shall be recovered from the Treasurer on a reimbursement basis, at a cost not to exceed an amount per voting member of the corporation, established by the Board at the annual dues setting meeting.

Policy Formation on the Chapter Level: The Board Secretary shall prepare and mail to each designated chapter convener annually a list of adopted Board policies, known as THE CRRA POLICY MANUAL. As CRRA has officially adopted certain policies and incorporates within its membership a diverse group of people with widely varying views about how the waste stream can best be reduced, reused and recycled, recommendations for policies approved by a chapter’s membership should be transmitted to all Board members, and the Board shall take up these proposals at its next scheduled meeting, or through written or oral communication of the Board between Board meetings. Only the Board of Directors, or by Board designation, a member, shall communicate the official positions of the corporation.

Chapter membership, activities, structure and management shall be further governed by chapter policies consistent with these Bylaws, as adopted and amended from time to time, by the Board of Directors.

XXXI
TECHNICAL COUNCILS

Technical Councils may be organized within CRRA to allow CRRA members statewide to work on issues of common concern. The Board of Directors shall establish policies to direct the operation s of the Technical Councils.

No Technical Council may impose any additional obligation of creed or finance on any person as a condition of receiving notice of any Technical Council. Additional fees may be charged by Technical Councils for events and special services rendered to Technical Council members. Persons who are not Technical Council members are welcome to attend Technical Council meetings, but are not eligible to receive notices of, or vote on, Technical Council activities.

Technical Councils shall hold elections annually to select officers, either in conjunction with the annual elections for the CRRA Board of Directors; at the CRRA conference, or if the process is conducted in accordance with CRRA adopted elections procedures at some other time, as approved by the CRRA Board of Directors. Liaisons/Officers shall receive no compensation for their services as officers. Liaisons/Officers must be a current member of CRRA whose primary business or professional responsibility is consistent with the mission of the Technical Council.

XXXII
TECHNICAL COUNCIL ACTIVITIES AND STRUCTURECOUNCIL ACTIVITIES AND STRUCTURE

The purpose of Technical Councils is to facilitate the free exchange of information among CRRA members interested in the same issues statewide, and to serve as a technical resource to CRRA for policy development.

Policy formation shall be done in a manner consistent with CRRA's commitment to open public decision-making. As CRRA incorporates within its membership a diverse group of people with widely varying views, it is important to ensure all Technical Council members and government, industry and environmental groups have an opportunity to comment on significant policy issues before the Technical Council acts. At the same time, recognizing the importance of a timely response to issues as they develop, the Technical Council officers shall be empowered to take positions quickly, if necessary, that are consistent with past Technical Council policies and positions. All policies and positions taken publicly by the Technical Council shall be immediately reported to the membership of the Technical Council and all other CRRA leadership, so that other CRRA members can contribute to their thoughts and concerns in a timely manner.

Technical Council Finances:: No Technical Council shall maintain an independent treasury. All routine informational expenses of the Technical Council may be recovered from the CRRA Treasurer on a reimbursement basis, substantiated by receipts at a cost not to exceed an amount established by the Board at the annual dues setting meeting

XXXIII
SEAL

This corporation shall adopt and use a corporate seal consisting of a circle setting forth on its circumference the name of the corporation and showing the State and date of incorporation.

Date Last Amended: March 22, 2002

as certified by Board ratification of the members’ vote.

end