Leadership Manhattan Beach Bylaws (Adopted April 2017)
Article I. Name
Section 1.01 Name and Relationship. This organization shall be called Leadership Manhattan Beach. Leadership Manhattan Beach was originally chartered in 1991 by the Manhattan Beach Chamber of Commerce, Manhattan Beach, California, and remains affiliated with the Manhattan Beach Chamber of Commerce.
Article II. Definitions
Section 2.01 Definitions. Terms and acronyms used within the context of these Bylaws shall have the following meanings:
(a) “LMB” shall refer to the Leadership Manhattan Beach corporation.
(b) “MBCC” shall refer to the Manhattan Beach Chamber of Commerce.
(c) “CMB” shall refer to the City of Manhattan Beach.
(d) “Present and in person” shall mean that an individual is physically present in the mode in which the meeting or other event is being conducted (i.e., face-to-face meeting, teleconference, etc.)
(e) “Member” shall mean those persons who are graduates of the LMB program also known as “alumni.”
(f) A “Major Sponsor” is a sponsor that has supported LMB with significant financial and in-kind contributions of at least $2,000 annually for at least ten consecutive years.
Article III. Authority
Section 3.01 The authority of the Leadership Manhattan Beach organization is granted by the State of California, USA, as a not-for-profit corporation.
Section 3.02 Federal Tax Status. The Internal Revenue Service issued a determination letter in November 1995 granting LMB exemption from federal income tax under section 501(c)(3) of the Internal Revenue Code. Donors may deduct contributions to LMB as provided in section 170 of the code. A letter dated October 5, 1999, from the IRS District Director confirming this status is attached as Attachment 1.
Section 3.03 Federal Identification Number. The LMB Federal Identification Number is 95-4525658.
Section 3.04 Scope. Within the scope of its incorporation and these Bylaws, LMB has the authority to:
(a) Establish, in addition to these Bylaws, policies, rules, and procedures for the management of LMB.
(b) Administer the LMB education and training program for which tuition may be charged.
(c) Solicit information and donations from its alumni.
(d) Solicit and obtain sponsors for financial support of LMB.
Article IV. Objectives
Section 4.01 Purpose. The purpose of Leadership Manhattan Beach is to develop and unite existing and aspiring community leaders in the Manhattan Beach community.
Section 4.2002 Leadership Program Objectives. LMB shall conduct a leadership-focused program for all people of the community that provides:
(a) Community Education: educating participants about the characteristics, culture, systems, opportunities, needs and issues related to the City and greater community of Manhattan Beach, the South Bay area and the County of Los Angeles.
(b) Leadership Competency and Skill Enhancement: developing participants’ leadership competency and skills in facilitation, group dynamics, consensus building, project management, etc.
(c) Community Servant Leadership Development: fostering an appreciation of the importance of honesty, integrity and the moral dimension of community leadership, and encouraging each individual to participate in voluntary community service.
Section 4.03 Graduate Program Objectives. LMB shall establish and administer a LMB graduate (member) organization to provide awareness of opportunities for community service, continuing education, and social/networking functions. Meetings of the members shall be conducted in accordance with section 9.08Article IX.
Section 4.04 Strategic Objectives. The LMB Board of Directors shall develop goals and strategic directions for LMB through collaboration with the CMB, MBCC and Major Sponsors in the community of Manhattan Beach.
Section 4.05 Non-discrimination Policy. LMB does not discriminate against applicants, students, staff or members on the basis of race, color, gender, religion and national or ethnic origin.
Article V. Membership
Section 5.01 Membership Qualifications. LMB membership shall be granted to all graduates of the LMB training program following graduation. Voluntary alumni donations may be requested for financial support of LMB.
Section 5.02 Voting Membership. All LMB members shall be considered voting members of the organization at LMB Member Meetings and Special Membership Meetings, as defined in Article IX.
Section 5.03 Termination of Membership. LMB members who resign or are removed by the LMB Board shall no longer be considered LMB members.
Article VI. Board of Directors
Section 6.01 Board Composition. The LMB shall be governed by a Board of Directors (hereinafter referred to as “LMB Board”), consisting of four Officers (President, Vice President, Secretary, and Treasurer), six Directors (Recruiting Director, Program Director Membership Director, Development Director, Marketing Director and Technology Director), and non-elected board members described in 6.02.
Section 6.02 Non-elected Board Members. MBCC’s Executive Director or designated representative is recognized as a non-elected, voting member of the LMB Board. A designated representative of each Major Sponsor is recognized as non-elected, voting member of the LMB Board. Such representative shall be a member of LMB as defined in Article V. Each year the Board shall review and update its list of Major Sponsors as part of its policies and procedures. The Past President is recognized as a non-elected, non-voting member of the LMB Board for one year following his/her replacement by a new President.
Section 6.03 General. All members of the LMB Board shall be LMB members. All members of the LMB Board are elected by the members of LMB as described in Article VII except the non-elected members described in 6.02.
Section 6.04 LMB Board Responsibilities. The LMB Board shall be responsible for the management of the affairs of the LMB organization, including the following:
(a) Coordinating and facilitating an annual LMB program.
(b) Coordinating and administering an LMB graduate program.
(c) Providing reports to the MBCC Board of Directors and LMB members.
(d) Providing a report to the members at the Annual LMB Members Meeting.
(e) Developing annual strategic objectives.
Leadership Manhattan Beach uses a “working board” format meaning that although each board member has a specific area of responsibility/oversight, all board members will be required to perform the general work of the board as directed by the President and/or the Board in general.
Section 6.05 President. The President shall have previously served on the LMB Board for at least one term. The President shall be the Chief Executive Officer of LMB. The President shall ensure that LMB is operated in accordance with the LMB Bylaws and policies and procedures established by the LMB Board. The President shall preside at all meetings of the LMB Board.
Section 6.06 Vice President. The Vice President shall perform those duties defined in the LMB policies and procedures established by the LMB Board. The Vice President shall perform the duties of the President when the President is temporarily unavailable and requests the Vice President to serve in that official position. The Vice President is intended to serve as a candidate for the office of President.
Section 6.07 Secretary. The Secretary shall be responsible for recording the minutes of the meetings of the LMB Board and maintaining official records of the LMB in accordance with LMB policies and procedures established by the LMB Board. The secretary also reminds members of upcoming meetings and asks them to submit action reports. Following Board meetings, the secretary uploads the status reports, minutes, and agenda to the LMB Google drive.
Section 6.08 Treasurer. The Treasurer shall be responsible for managing the LMB funds and for maintaining official financial records of the LMB in accordance with the LMB policies and procedures established by the LMB Board. The Treasurer shall also deposit checks into the checking account for all LMB sponsorships and the notification of the Sponsorship director of net funds collected. The Treasurer will also be responsible for the deposit of all checks into the suspense account for all class project donations. And will communicate all payments received for the class to the class treasurer.
The Treasurer will also be responsible for writing and submitting all checks for all invoices requiring payment.
Section 6.09 Recruiting Director. The Recruiting Director shall be responsible for soliciting applicants for the annual LMB Class through the promotion of LMB in the South Bay community at large. The Recruiting Director shall be responsible for interviewing and selecting participants for each class. The Recruiting Director shall be responsible for the planning and execution of the LMB Annual Comedy & Magic Club Fundraiser.
Section 6.10 Program Director. The Program Director shall be responsible for the annual LMB program(s) available to participants selected by the recruiting process. The Program Director will also be responsible for the facilitation of the classes, providing the program schedule, agenda, facilities, staff and refreshments as necessary for each class.
The Program Director shall have an open line of communication with the Class Facilitator, the Event Director and the Board of Directors and keep all apprised of the status of the Class and program on a regular basis. The Program Director will be responsible for sending reminders to the class prior to each class and all events.
Section 6.11 Event Director. The Event Director shall be responsible for planning and coordinating the Class Orientation, Retreats, Holiday Party and the Class Graduation. The Event Director is responsible for securing the dates and venues for the City Council Simulation, classes, and tours. The Event Director shall have an open line of communication with the Program Director, Class Facilitator and the Board of Directors and keep all apprised of the status of the events on a regular basis.
Section 6.12 Alumni Director. The Alumni Director shall be responsible for growing and retaining the membership through special events, services and maintaining contact with LMB members. The Alumni Director shall coordinate and staff the Registration Tables at all LMB events, i.e.; Orientation, Graduation, Summer Social, Holiday Party etc. The Alumni Director shall also be responsible for updating the LMB member roster, including utilizing alumni networking sites for communications (with assistance of Technology Director.)
Section 6.13 Sponsorship Director. The Sponsorship Director shall be responsible for soliciting and maintaining sponsors for LMB, annual fundraising for LMB, as well as community presentations. The Sponsorship Director shall work closely with the Alumni and Recruiting Directors on Silent/Live Auctions and event sponsors. The Sponsorship Director will work closely with the “Fundraising Chair” for the class project making sure that the “Do Not Call” list is respected and that any possible exceptions are discussed.
Section 6.14 Marketing Director. The Marketing Director shall be responsible for maintaining the standard and integrity of the LMB image, which shall be executed through the marketing collateral. Marketing collateral shall include, but is not limited to, LMB print (stationary, brochures, business cards, Chamber Pak flyers, etc), publicity, advertising, and booth management (Hometown Fair, WIB Conference, MBCOC Business Expo). The Marketing Director contributes marketing content to Leadershipmb.org (with assistance of Technology Director.)
Section 6.15 Technology Director. The Technology Director shall be responsible for LMB data base management, LMB web site maintenance and updates, setup and maintenance of electronic payments, and administrative-mail communications. LMB may choose to pay an outside technology consultant to support the Technology Director. The Technology Director shall be the liaison between the LMB board and the hired technology consultant, as well as the liaison between the current class and the hired technology consultant.
Section 6.16 Communications Director. The Public Information Director shall be responsible for the publication of the Leadership Manhattan Beach Newsletter. The PID would also be responsible for networking and creating awareness about LMB with other not for profit organizations ie: MB Hometown Fair, MB 10K Race Committee and outreach to other businesses and organizations. The PID shall also manage the content of the LMB social media outlets.
Section 6.17 Teen Liaison. The Teen Liaison shall reach out to the students in the current class to answer their questions, making certain that the students understand their commitment to the program and the role they play. The Teen Liaison shall attend LMB events including the Retreats, City Council Simulation, class meetings and Alumni Events. The Teen Liaison position can be made up of two teens at the discretion of the Board President.
Section 6.18 Past President. The Past President Shall provide input and historical perspective to assist the Board during deliberations.
Section 6.19 Committees. The LMB Board may establish standing and ad-hoc committees to advise and conduct the responsibilities of LMB. Members who serve on committees are not elected, but are approved by the members of the LMB Board to whom the committee reports. For example, the Program Committee will report to the Program Director and the members who volunteer for that committee are approved by the Program Director.
Section 6.20 Vacancies. Vacancies in the office of President shall be filled by a special election conducted by vote of the LMB members. Vacancies in the offices of Vice President, Secretary, Treasurer or any Director shall be filled by appointment of the LMB President with the approval of the LMB Board and in accordance with the LMB policies and procedures established by the LMB Board. The President shall consult with the Nominations Committee to select qualified appointees in a manner consistent with the nominations and elections process.
Article VII. Nominations, Elections and Tenure
Appointment of Nominating Committee:
Section 7.01 Nominating Committee. The Nominating Committee shall be responsible for confirmation of candidates for the LMB Board (per Section 7.02) after a call for nominations has been made to the LMB Members. The Nominating Committee shall also be responsible for overseeing administration of the election processes and reporting on the results to the existing LMB Board for implementation and transition. Members of the Nominating Committee shall be LMB members. The Nominating Committee shall consist of no more than five (5) members and shall be appointed by the President with LMB Board approval at least 30 days prior to the Annual LMB Members Meeting each year.
Election of LMB Board:
Section 7.02 Call for Nominations. Prior to the Annual LMB Members Meeting each year, the LMB Board and the Nominating Committee shall solicit nominations for LMB Board positions from the LMB membership in accordance with policies and procedures established by the LMB Board. Nominations shall be accepted for a period to be published to the LMB membership by the LMB Board. The Nominating Committee shall interview each nominated candidate, all Board Members and anyone else with knowledge of the candidate to determine which candidate(s) is/are qualified for the position for which he or she has been nominated.
Section 7.03 Restrictions. No member of the Nominating Committee shall be included in the slate of nominees.
Section 7.04 Completion of Elections. The Nominating Committee shall conduct elections for LMB Board positions. At least thirty days before the Annual LMB Members Meeting the Nominating Committee shall cause the ballot to be sent via email to all LMB members. The LMB Members shall vote by email. The results shall be counted five days before the Annual LMB Members meeting by the Nominating Committee. The election results shall be announced by the Nominating Committee at the Annual LMB Members Meeting.
Section 7.05 Voting. Upon presentation of the slate of Board candidates and statement of qualifications by the Nominating Committee to the LMB Board, the LMB Board shall publish the names and qualifications of LMB Board member candidates to the LMB voting membership and shall conduct elections for the LMB Board member positions. LMB Board member candidates shall be elected by a simple majority of members voting.
Section 7.06 Term of Service. Newly elected LMB Board members will serve their terms from 1 July to 30 June. All LMB Board member terms of office are one year. If any Board Member wants to run for his or her position the following year, he or she will have to re-run for that position.
Section 7.07 Removal. A LMB Board member may be removed from office for cause by a simple majority vote of all LMB Members at that time. Ten (10) voting members of the LMB membership may petition the LMB Board to recall a LMB Board member. A valid recall petition shall be affirmed by a simple majority vote of the voting membership. A LMB Board Member may also be removed from office for cause by a simple majority vote of the LMB Board.
Section 7.08 Resignation. An LMB Board member may resign from office by submitting written notice to the LMB Board. Unless another time is specified in the notice or determined by the LMB Board, a LMB Board member’s resignation shall be effective upon receipt by the LMB Board.
Article VIII. Limitations
Section 8.01 Restrictions. No member of the LMB Board or its officially designated representatives shall receive any compensation or other tangible or financial benefit for service on the LMB Board. However, the LMB Board shall authorize payment by the LMB of actual, reasonable expenses incurred by LMB Board members or officially designated representatives of the LMB, in accordance with the LMB policies and procedures established by the LMB Board. All LMB Board members and officially designated representatives shall act in a manner consistent with their obligations to the LMB Corporation and applicable law, regardless of any other affiliations, memberships or positions.
Section 8.02 Facilitator. The LMB recognizes the need to contract with a professional facilitator to conduct the LMB program classes. This contract shall be the responsibility of the Program Director and approved by the Board of Directors.
Article IX. Meetings
LMB Board of Directors Meetings:
Section 9.01 Purpose. Regularly scheduled business meetings shall be scheduled by the LMB Board to conduct LMB business and other activities as described in the LMB charter.
Section 9.02 Conduct of Business. The LMB Board will set the date and location of the meeting. The LMB Board may also conduct business by teleconference, video conference, or via electronic mail.
Section 9.03 Quorum. A quorum of the LMB Board for the transaction of all official LMB business is half of the LMB Board membership, not counting the non-elected Board members.
Section 9.04 Meeting Minutes. The LMB Board will produce and maintain meeting minutes, which will document meeting proceedings, action items, attendance and meeting schedule information.
Section 9.05 Notice. All members of the LMB Board must receive appropriate notice of a scheduled LMB Board meeting.
Section 9.06 Executive Session. The LMB Board members may schedule or make a motion to conduct LMB Board business in executive or closed session.
Section 9.07 Voting. LMB Board members shall submit their own respective vote on LMB business. Proxy voting is not allowed at LMB Board meetings. Under special circumstances, when deemed necessary by the President, the Board can vote via electronic mail or teleconferencing, provided reasonable effort is made to ensure all LMB Board members are contacted.
LMB Member Meetings:
Section 9.08 Purpose. The LMB Board shall conduct an Annual LMB Members Meeting open to the full LMB membership each year. The purpose of the LMB Members Meeting is to advance the objectives of the LMB, elect the nominees to the LMB Board positions, and conduct other business as necessary. The LMB Board can conduct other LMB member meetings as needed.
Section 9.09 Location. The LMB Board shall select the location of the Annual LMB Members Meeting and announce the time, date, and location in a notice communicated to all members of the LMB. Notice and a meeting agenda shall be provided at least thirty (30) days in advance of the meeting.
- Accessibility. The Annual LMB Members Meeting is free of charge to all members. Should the Annual LMB Members Meeting be held in conjunction with another event requiring a fee, such as the annual Summer Social, members must be permitted to attend the meeting portion of the event for no charge. After the Annual LMB Members Meeting portion of the event has concluded, members may be required pay the associated fees if they wish to remain for the social portion of the event.
Section 9.10 Quorum. A quorum for the transaction of official business at meetings of the LMB members shall be one-fifth of the LMB voting members. Only those LMB members present and in person shall count in determining a valid quorum.
Section 9.11 Majority. To approve a motion, a majority shall consist of 51% or more of the LMB voting members present and in person at the meeting or through electronic voting.
Section 9.12 Business Meeting. The LMB Board will establish policies and procedures for the conduct of LMB business meetings.
Section 9.13 Proxy Voting. LMB voting members may vote by granting a proxy to another member of LMB attending a member meeting as described in Section 9.08. The voting process shall be established in the LMB policies and procedures established by the LMB Board.
Special Membership Meetings:
Section 9.14 Petition for Meeting. Ten (10) voting members of the LMB may petition the LMB Board to call a special meeting of the LMB. The LMB President or a majority of the LMB Board shall call the special meeting.
Section 9.15 Communication to Members. Notification of a special meeting, written or electronic, including purpose, time, place, agenda, and names of principal participants, will be forwarded to the Secretary for distribution and recording purposes prior to the meeting date. Notification must be received by the membership at least thirty (30) days prior to the date of the meeting.
Section 9.16 Meeting Materials. Any written material to be used or distributed in connection with the meeting and/or carrying the name of the LMB is to be submitted to the LMB President prior to its distribution and/or use.
Article X. Finance
Section 10.01 Fiscal Year. The fiscal year of the LMB shall be from 1 July to 30 June.
Section 10.02 Budget. The LMB Treasurer will prepare an annual budget proposal for approval by the LMB Board. The LMB Treasurer will make the approved budget available to the LMB membership for information upon request.
Article XI. Resources
Section 11.01 MBCC Office Support. The LMB Board shall coordinate with MBCC to establish and provide operational support for the LMB as negotiated on an annual basis.
Section 11.02 Sponsors. The LMB Sponsorship Director shall solicit sponsorship from local businesses and other supporters of LMB. Sponsors may provide direct funds or “in-kind” funds in the form of services or materials.
Section 11.03 Grants. The LMB Sponsorship Director may solicit grants to provide additional operating funds for the LMB.
Article XII. Amendments
Section 12.01 Voting. Amendments to these Bylaws may be proposed by the LMB Board on its own initiative or upon petition by ten (10) percent of the voting members addressed to the Board. Amendments are accepted when approved by a least two-thirds of the voting LMB Board members.
Article XIII. Dissolution
Section 13.01 Vote to Dissolve. The membership of the LMB may vote to dissolve the organization in accordance with the procedures for voting at LMB business meetings.
Section 13.02 Disposition of Assets. Should the LMB be dissolved for any reason, its assets shall, after payment of all just debts, be turned over, without restrictions, to MBCC.