THE BYLAWS OF THE CALIFORNIA CONFERENCE

OF

LOCAL HEALTH DEPARTMENT NUTRITIONISTS

March 25, 2004

March 09, 2009, Amended

April 2011, Amended

March 2013, Amended

Article I

Name

The name of this organization shall be the California Conference of Local Health Department Nutritionists (“CCLHDN”).

Article II

Purpose

The purpose of CCLHDN is to build leadership capacity among local health department nutritionists to influence nutrition funding and programs at the local and state levels and serve in an advisory capacity to CCLHO.

Article III

Membership

Section 1 – Membership

The membership of CCLHDN shall consist of one nutritionist from each California county health department or other local health jurisdictions within the State of California, which have established a health department. For the purposes of voting, each paid membership shall be entitled to one vote.

Section 2 – Eligibility

The primary member of CCLHDN is the Registered Dietitian (hereafter referred to as "RD") designated by the local health officer. Primary members shall attend CCLHDN’s business meetings and vote on behalf of their health departments.

Associate members are additional RDs and other degreed nutrition staff working in health departments.

Counties without staff eligible for primary membership who wish representation in CCLHDN can submit a request to the Board. The Board will make the final determination of whether to approve such requests.

Section 3 – Alternative Representation

If a CCLHDN member cannot participate in a CCLHDN meeting or activity where a vote of the membership will take place, they may designate a proxy who may vote on behalf of the county represented. This request for alternate representation should be made in writing to the President of CCLHDN.

The representative will have the rights and privileges of any member at the meeting (except that he/she cannot be appointed aspresident or president-elect).

Article IV

MANAGEMENT

Section 1 – Board of Directors

  1. Number. CCLHDN shall have a minimum of five (5) and maximum of fifteen (15) Directors who shall be known as the Board of Directors, with the exact number to be fixed within these limits by the Board of Directors in the manner provided by these Bylaws.
  1. Powers. Subject to the limitations imposed by law or contained in the Articles of Incorporation or these bylaws, the activities and affairs of CCLHDN shall be conducted and all corporate powers shall be exercised by or under the ultimate direction of the Board of Directors.

3.Removal.

  1. For Cause. The Board of Directors may declare vacant the office of any director who has been declared to be of unsound mind by final court order, convicted of a felony, or found by a final court order or judgement to have breached any duty under Article 3 (relating to standards of conduct) of the California Nonprofit Corporation Law.
  1. Without Cause. Any director may be removed without cause if such removal isapproved by a majority of the directors then in office.
  1. Resignation. Any director may resign by giving notice to the President-Elect, the President, the Secretary or the Board of Directors. The resignation of a director shall be effective when notice is given unless the notice specifies a later time. The resignation shall be effective regardless of whether it is accepted by CCLHDN. Except upon notice to the Attorney General of the State of California, no director may resign when CCLHDN would then be left without a duly elected director or directors in charge of its affairs.
  1. Compensation. If the Board of Directors so resolves, the directors may receive compensation and expenses for attendance at meetings of the Board of Directors and committees. Nothing in this Section shall be construed to preclude any director from serving CCLHDN in another capacity and receiving just and reasonable compensation for such service.
  1. Restriction on Interested Directors. Not more than 49% of the persons serving on the Board of Directors may be interested persons. For purposes of this section, an interested person is either (i) any person currently being compensated by CCLHDN for services rendered to CCLHDN within the previous 12 months, whether as a full-time or part-time employee. Independent contractor or otherwise, excluding any reasonable compensation paid to a director as director; or (ii) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person.
  1. Conflict of Interest. All persons affiliated with the management of CCLHDN, including directors, officers, committee chairs, or paid staff, shall be governed by CCLHDN’s current conflict of interest policy as adopted annually by the Board of Directors.

Section 2 – Functions of the Board of Directors

  1. Functions. Without limiting the generality of Article IV, 1.2, the Board of Directors shall carry out the following functions:

a.Take leadership in promoting the goals of CCLHDN.

b.Conduct the administrativeand financialbusinessof the CCLHDN.

c.Carry out the policies of CCLHDN.

d.Review all committee reports prior to submission to the membership.

e.Recruit and promote membership to include every potential CCLHDN member.

  1. Decisions.Decisions of the Board shall be made according to motions offered by Board members during regularly scheduled meetings or through special meetings called by the President providing a quorum is present.

Section 3 – Advisory Board

The Board of Directors may elect a Board of Advisors to advise CCLHDN on issues of health and nutrition policy and any other matter determined by the Board of Directors to be in the best interest of CCLHDN. The Board of Advisors shall be formed of as many members as determined by the Board and may be subdivided in subcommittees formed of CCLHDN’s advisors. Any member of CCLHDN and nutritionist employed by a local Health Department or Jurisdiction, even if not members, may serve on the Board of Advisors.

Section 4 – Indemnification of Directors, Officers, Employees and Certain Others.Right of Indemnity.

  1. Right of Indemnity. To the full extent permitted by law, this corporation shall indemnify its directors, officers, employees and other persons described in Section 5238(a) of the California Nonprofit Corporation Law, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in such Section, including without limitation an action by or in the right of CCLHDN, an action brought under Section 5233 (Self-dealing Transactions) of the California Nonprofit Corporation Law, and an action brought by the Attorney General or a person granted relater status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was a person described by such Section. “Expenses”, as used in this bylaw, shall have the same meaning as in Section 5238(a) of the California Nonprofit Corporation Law.
  1. Approval of Indemnity. Upon written request to the board of Directors by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Nonprofit Corporation Law, the Board shall promptly determine in accordance with Section 5238(e) whether the applicable standard of conduct set forth in Sections 5238(b) and (c) has been met and, if so, the Board shall authorize indemnification.
  1. Advancement of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board of Directors in the specific instance, expenses incurred by a person seeking indemnification under this bylaw in defending any proceeding covered by this bylaw shall be advanced by CCLHDN prior to the final disposition of the proceeding upon receipt by CCLHDN of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately by determined that such person is entitled to be indemnified by CCLHDN therefore.

Section 5 – Officers

  1. Titles and Relation to Board of Directors. The Members of CCLHDN shall elect the officers of CCLHDN. The officers of CCLHDN shall include a President, President-Elect, Secretary, Treasurer, and Immediate Past President. Only members of CCLHDN who are RDs may become President and President-Elect. The Board offices may be shared except for Treasurer. The officers serve on the Board of Directors.
  1. Appointments, Term of Office and Vacancies. The President-Elect shall serve one year as President-Elect then automatically becomes President for one year, followed by one year as the Past–President. The term of office of the Treasurer shall be two years.The term of office of all other officers shall be one year. The officers shall hold office until their successors are chosen, except that the Board of Directors may remove an officer at any time subject to such officer’ rights, if any, under a contract of employment. Elected officers may be re-elected for up to two successive terms in a single office unless otherwise approved by the Board. Vacancies that occur during a term of office shall be filled by special election to be conducted by mail/electronic mechanism. The ballot presented by the Nominating Committee shall be approved by a majority vote of the membership.
  1. President’s Duties. The President shall:
  1. Serve as the official representative of the CCLHDN to the CCLHO.
  1. Call and preside at meetings of the CCLHDN and its Board of Directors.
  1. With the exception of the By-laws Committee Chairperson, appoint committee chairpersons and CCLHO representatives.
  1. Serve as ex-officio member of all committees, except the Nominating Committee.
  1. Appoint the Nominating Committee for the following year at the annual business meeting.
  1. Carry out other duties as assigned by the Board of Directors.

4.President-Elect. The President-Elect shall:

a.Assume functions of the President if the President is absent.

b.Share with the President the responsibility of arranging for public health representation

in programs with a nutrition component.

c.Carry out other duties as determined by the Board or the President.

d.Succeed to the office of President if it is vacated.

e. Develop, maintain, and/or update CCLHDN’s policies and procedures manual.

  1. Carry out other duties as assigned by the Board of Directors.

5.Treasurer. The Treasurer shall:

  1. Substitute for the President in the absence of the President and the President-Elect.
  1. Lead development of the annual budget and any contracts in consultation with the Board.
  1. Monitors budgets and contracts.
  1. Prepare and present the annual financial report at the annual membership meeting.
  1. Carry out other duties as assigned by the Board of Directors.

6.Secretary. The Secretary shall:

  1. Should staff not be available to do so, record all votes and the minutes of the Board of Directors and distribute the minutes to the membership within one month after the meeting.
  1. Compile the reports of the committees and distribute them to the Board of Directors and to the members with the minutes of the business meeting.
  1. Coordinate membership communications with the President, including any special elections.
  1. Give such notices as may be required by law or these bylaws.
  1. Maintain rosters of CCLHDN members and Executive Board.
  1. Carry out other duties as assigned by the Board of Directors.

7. Past President. The Past President shall:

a.Serve as a member of the Board of Directors.

b.Carry out other duties as assigned by the Board of Directors.

  1. Other Officers. The other officers of CCLHDN, if any, shall exercise such powers and perform such duties as the Board of Directors or the chief executive officer shall prescribe.
  1. Salaries. The Board of Directors may fix the salary of the chief executive officer and other employees of CCLHDN including the other officers.

Article V

Committees

Section1 – Appointment of Committees

1.Appointment of committees.The Board of Directors may by resolution adopted by a quorum of the Board create one or more committees to serve at the Board’s direction. Appointments of chairs to any such committees shall be by a majority vote of the directors then in office. To the extent permitted in the resolution of the Board of Directors, any such committee may exercise all of the authority of the Board except:

  1. The approval of any action which, under the California Nonprofit Corporation Law would also require approval by the members or by a majority of all members.
  1. The filling of vacancies on the Board or any committee which has the authority of the Board.
  1. The fixing of compensation of the directors for serving on the Board or on any committee.
  1. The adoption amendment or repeal of Bylaws.
  1. The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.
  1. The appointment of committees of the Board or the members of such committees.
  1. The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.
  1. The approval of any self-dealing transaction, except as provided in Section 5233(d)(3) of the California Nonprofit Corporation Law.
  1. Standing Committees.There shall be standing committees as follows:

a.A Nominating Committee will be appointed annually to present a slate of nominees for the Board of Directors to the membership during regularly scheduled elections and/or to fill vacancies on the Board. The Nominating Committee shall be comprised of at least three members, none of whom are current members of the Board. The Nominating Committee shall present a paper or electronic ballot to the membership for voting prior to May 1 of each year.

b.A Bylaws Committee shall be appointed to review the bylaws at least once every three years. The Bylaws Committee shall be comprised of at least three members and shall be chaired by the immediate past-President. The report of this committee shall be submitted to the Board for approval, and mailed/emailed to the membership for vote via paper or electronic ballot.

  1. Other Committees. Pursuant to specific resolutions, the Board may delegate to any committee, however composed, any power or powers other than those set forth in subparagraphs (a) through (h) under “appointment of committees” above provided however, that all such delegated powers shall be exercised under the ultimate direction of the Board.

Section 2 – Functions of Committee Chairperson

1.Chairpersons. Each committee chairperson shall:

  1. Providea report of the committee activities for the year to the membership and as requested by the Board of Directors.
  1. Submit this report in writing to the Secretary prior to the close of the fiscal year in time for distribution to the membership.

Section 3 – Term of Office

Chairperson shall be appointed for a one year term and may be reappointed for up to threeadditional terms. Appointment shall terminate at the close of the fiscal year. Committee members may be reappointed.

Article VI

CCLHO Committee RepresentatiON

Section 1 - CCLHO Committee Representatives

The President shall appoint a CCLHDN representative to all relevant CCLHO committees.

Section 2 – Duties of CCLHO Committee Representatives

  1. Meeting attendance. CCLHDN representatives shall attend or arrange for an alternate to attend committee meetings.
  1. Routine reports. CCLHDN representatives shall submit to the President a written report after each committee meeting.
  1. Annual report. CCLHDN representatives shall present an annual written report regarding their CCLHO committee representation to the Board.

Section 3 – Term of Office of CCLHO Committee Representatives

Representative shall be appointed for a one-year term ending at the close of the fiscal year. Representatives may be reappointed for additional terms.

Article VII

Meetings

Section 1 – Annual Meeting of the Membership

There shall be an annual business meeting of CCLHDN at a time and place or format designated by the Board of Directors, for the purpose ofhearing and acting upon reports of committees, adopting resolutions, and conducting other business and programs.Other local and state community nutritionists may attend business meetings of CCLHDN butwithout voting privileges.

Section 2 – Board of Directors Meeting

The Board of Directors will hold monthly telephone conference call meetings. Additional meetings/conference calls shall be called by the President as necessary.

Section 3 – Quorum for Transaction of Business

  1. Annual Meeting of Members. At in person meetings of the CCLHDN membership, the members present shall constitute a quorum for transaction of business.
  1. Board of Directors. Three members of the Board shall constitute a quorum.
  1. Committees. At a meeting of any committee, a majority of its members shall constitute a quorum.
  1. Other. For the purpose of transacting business electronically or by mail,responses from a third of the total membership shall constitute a quorum.

Article VIII

Dues

Annual membership dues will be assessed by the Board of Directors.

Article IX

REPORTS

Section 1 - Reports to Directors

  1. Annual Report. Unless CCLHDN receives less than $25,000 in gross revenues during the fiscal year, CCLHDN shall furnish annually to all directors a report containing the following information in appropriate detail and accompanied by a report of independent accountants or (if there is no report of independent accountants) the certificate of the Chief Financial Officer or other authorized officer that such information was prepared without audit from the books and records of CCLHDN:
  1. The assets and liabilities, including the trust funds, of CCLHDN as of the end of the fiscal year.
  1. The principle changes in assets and liabilities, including trust funds, during the fiscal year.
  1. The revenue or receipts of CCLHDN both unrestricted and restricted to particular purposes, for the fiscal year.
  1. The expenses or disbursements of CCLHDN, for both general and restricted purposes, during the fiscal year.
  1. Any information required by subsection (2) below.
  1. Annual Statement. For purposes of this subsection, a “covered transaction” is a transaction in which CCLHDN, its parent or its subsidiary, was a party, in which either of the following “interested persons” had a direct or indirect material financial interest (other than a mere common directorship): 1) any director or officer of CCLHDN, its parent or its subsidiary; 2) any holder of more than 10 percent of the voting power of CCLHDN, its parent or its subsidiary. CCLHDN shall include in the annual report to directors required by subsection (1) above a statement briefly describing:
  2. Any covered transaction during the previous fiscal year involving more than $50,000, or which was one of a number of covered transactions in which the same interested person

had a direct or indirect material financial interest, and which transactions in the aggregate involved more than $50,000. The statement shall include the names of the interested person or persons involved in such transaction, such person’s relationship to