(Revised & Ratified, Aug 2009)
ARTICLE  I:  NAME AND LOCATION

Section 1:
The name of this Association shall be:
The FRATERNAL ORDER of REAL BEARDED SANTAS (FORBS), an international organization formed under California state law.

Section 2:
The official location of this Association is Orange County, California.

Section 3:
The mailing address for all Association purposes is: PO Box 2531, La Habra, CA 90632-2531.  This mailing address may be changed, for the convenience of the elected Board of Directors, to a different address within California, upon adequate notice to the membership, without amending these bylaws.

ARTICLE  II:  PURPOSE

Section 1:
The objective & purpose of this Association is to provide opportunities for members to enjoy social interaction, to promote the positive image of Santa and to serve the community by providing Santa services for as many community service groups and organizations as possible. We seek to enhance the spirit of Christmas and the joy of being Santa by fostering the spirit of fellowship among our members with social events throughout the year.

ARTICLE  III:  MEMBERSHIP

Section 1:
Full membership shall be open to any person with a real beard, portraying himself as Santa
and subscribing to the goals and tenets as defined in Article IV.

Section 2:
Associate membership shall be open to a member Santa’s wife, or a person regularly portraying herself as a member’s Mrs. Claus at holiday events, and/or an Elf who regularly appears with one or more members at holiday events. Upon the death of their member Santa, an Associate Member may maintain membership by paying current annual dues.

Section 3:
Annual dues for the calendar year, as approved by the Board of Directors, shall be due from each full member by November 1st of each year. Dues received with new membership applications before August 1st of each year shall be considered dues paid for that calendar year. Dues received with new membership applications after August 1st shall be considered full dues for the following calendar year.

Section 4:
A member, whose duly specified annual dues are current, shall be considered a member in good standing.

Section 5:
Each member in good standing shall have one vote. Associate members shall not have a vote.

Section 6:
All members in good standing and associate members shall be welcome at any general membership meeting.

ARTICLE  IV:  GOALS AND TENETS

Section 1:
We foster the spirit of Christmas and the love of children by providing quality Santa services to a wide range of community service organizations, including, but not limited to, Boys and Girls Clubs, Hospitals, Scouting Groups and Churches, without regard to denomination.

Section 2: 
We pledge to maintain the Santa persona, and to be vigilant of our image at all times.

Section 3:
We pledge to help each other in the best interest of serving children and the community.

Section 4:
We agree to refer other member Santas for appearances we cannot accept.

Section 5:
We respect and encourage each Santa’s individual approach to being Santa.

Section 6:
We seek to learn new skills to enhance our ability and enjoyment of being Santa.

ARTICLE  V: BOARD OF DIRECTORS

Section 1: General Powers:

A: Subject to the provisions of the State of California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and/or these Bylaws relating to action required to be approved by the membership, the business and affairs of the association shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. All members of the Board shall be members in good standing or associate members holding national office.

B: The Board of Directors may establish Districts and appoint a member in good standing to represent the other members in that District. These interim Representatives may be elected by the Board as Ex-Officio members.

C: Upon demonstration of sufficient development and activity within a District or Districts, the Board may vote to establish a geographic area as a Region, with its own elected Regional Director.

Section 2:
Powers Regarding Negotiable Paper The Board may authorize the making, signing or endorsing of checks, drafts, notes and other negotiable papers or instruments for the payment of monies, and designate the persons who shall be authorized to make, sign, or endorse the same on behalf of the association.

Section 3: Number and Term of Directors:

A: The authorized number of Directors at Large shall be no less than five (5) nor more than fifteen (15) members in good standing, elected from the membership as determined necessary or desirable by the sitting Board of Directors or by two-thirds (2/3) vote of the membership.

B: To ensure continuity of leadership, the term of each Director shall be three (3) years and for as many successive terms as elected. One third (1/3) of the Board positions shall be elected each year. The primary & secondary rotation of positions on the Board shall be established voluntarily and/or by majority vote of the elected Directors.

Section 4: Chairman of the Board:

A: Upon installation, the Board shall elect a Chairman, who must be a duly elected Director. The new Chairman shall assume his duties immediately.
B. The Chairman shall schedule, prepare the agenda for & preside at all Board meetings, and coordinate with the President to insure the orderly implementation of Board decisions.

Section 5:
Vacancies arising on the Board shall be filled by appointments made by the Board members for the balance of the unexpired term. A vacancy shall be deemed to exist upon the death, resignation or removal of any elected Director.

Section 6:
Meetings and Quorum - The Board of Directors shall meet quarterly, or as deemed necessary by the Board and/or the President. Meetings may be held at any location, or by teleconference. A simple majority of the total Board members shall be the quorum required to transact business.

Section 7:
Removal of a Director - The Board, by two-thirds (2/3) written vote of the Directors present at any officially announced meeting, may remove any Director for excessive absences or for engaging in activity deemed by the Board to conflict with the spirit of the association or to be in direct disregard of the goals and tenets of this association as specified in Article IV. Excessive absence is defined as being absent from three (3) consecutive officially announced meetings without the approval of the Board.

Section 8: Compensation:

A: The Directors shall receive no compensation for serving as Directors. However, Directors, Officers and/or Committee Members, may receive reimbursement for actual and necessary expenses incurred organizing, training or attending events, with approval of the Board.

B: All Directors, Officers and Committee members shall be required annually to sign and return the attached Conflict Policy.

Section 9:
Ex-Officio Directors - The elected Board of Directors may appoint up to five (5) other members, or associate members holding national office, to be Directors of the Board for the current term.

ARTICLE VI: ELECTIONS

Section 1: Nominations:

A: Nominations of members in good standing, for positions on the Board of Directors, shall be solicited by the Election Committee starting no later than September 1 each year.

B: Nominations shall be submitted to the Nomination Committee by October 15 each year. The Committee shall certify each nomination and submit its finalized nomination list to the Board of Directors, no later than November 15.

C: To be qualified, each Nomination must be endorsed by at least five (5) members in good standing, and accompanied by:
  1. a head-shot type photo;
  2. a candidate statement or résumé, in one hundred (100) words or less;
  3. and a verifiable background check, obtained within the current year,
      showing no criminal activity.

D: Qualified candidates shall be introduced at the Annual January Luncheon. No nominations from the floor will be accepted at this time. No speeches, circulation of printed material or formal campaigning shall be allowed. Photos of the candidates with their ballot statements shall be posted outside of the luncheon room.

Section 2: Voting:

A: Ballots shall specify the number of positions open for Directors at Large and Regional Directors and shall list all qualified candidates. A photo and ballot statement or résumé, as submitted by each candidate, shall appear with each candidate’s name. The ballots shall also list the members of the current Board and their remaining terms of office.

B: Region specific ballots shall be distributed to the membership by January 15 of each year. Members may choose to receive and/or return ballots electronically or by Postal Service.

C: Each member in good standing may submit one and only one ballot to the Election Committee. Ballots must be electronically dated or postmarked no later than February 28 of the election year. One or more candidates may receive a vote on each ballot, up to the total number of openings for that election. A ballot shall not be considered if the ballot envelope is not signed by a member in good standing, if there are more votes than open positions, or if it is postmarked after the close of election (February 28).

D: Subsequent ballots submitted by the same member shall be void.

E: Qualified candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be considered elected. Newly elected Directors shall be announced to the membership and seated at the Board meeting in March of each year.

ARTICLE VII: OFFICERS AND RESPONSIBILITIES

Section 1:
Officers and Terms - The officers of FORBS shall be President & Vice President, who shall be members in good standing, and Secretary & Treasurer, who may be associate members, plus other positions as the Board deems necessary. Officers need not be elected Directors.
The term of office shall be one (1) year, coincident with the election of Directors. No Officer shall serve in the same office for more than four (4) terms unless no other member is willing and qualified to assume that office.

Section 2:
Election of Officers - The newly elected Directors shall be seated at the March Board meeting, following election, and the Board shall elect Officers, who will assume their duties immediately. The Board shall consider the recommendations of the Election Committee, but may elect its own slate of Officers, and may replace the Chairman or any Officer by majority vote, at any time.

Section 3:
President - Subject to the approval of the Board, the President shall have the authority to represent the association and shall generally supervise, direct and manage the business and the officers of the association, overseeing all activities. He shall attend all announced meetings of the Board of Directors. With Board approval, he shall have the power to establish committees, and shall serve as an ex-officio member.

Section 4:
Vice President - The Vice President shall preside and discharge the duties of the President in the President’s absence or inability to perform his duties. He shall have such other powers and perform such other duties as may be prescribed by the Board or the President. He shall also chair the Membership Committee, supervise the maintenance of the membership roster and publish an updated roster annually for electronic distribution to members in good standing only.

Section 5:
Secretary - The Secretary shall give notice of all meetings, shall attend all Board meetings, ensure a true and accurate record of  all Board proceedings, and submit those records for Board approval in a timely manner. Upon approval, the Secretary shall ensure availability of minutes to the general membership. The Secretary shall also be responsible for association correspondence as instructed by the Directors or Officers.

Section 6:
Treasurer - The Treasurer shall be responsible for collecting dues, and all other monies due the association, and the deposit of these and other valuables in the name and to the credit of the association. The Treasurer shall maintain the association account records, pay outstanding invoices as approved by the Board, and maintain receipts and records of all transactions. The Treasurer shall submit a current financial report to the Board, at all announced Board meetings, and shall ensure the preparation of accurate financial reports as required by the State and Federal governments. The Treasurer shall also prepare an annual, fiscal year-end report to be presented to the Board of Directors and the Financial Review Committee at the first announced Board meeting after October 1 of each year.

ARTICLE VIII: COMMITTEES

Section 1: There shall be five (5) standing committees which shall consist of members appointed by the Board. Each committee shall choose its own Chair, except as specified in Article VII, Section 5:

A: The Membership Committee shall seek to increase membership, establish Districts, recommend Regions, and maintain the Membership Roster with current information for all members. The Committee shall notify the membership of all activities and benefits, provide information about FORBS, and help prospective and new members learn about the privileges and responsibilities of membership. It shall also help members in divergent geographic areas come together to enjoy the social interaction and community involvement which is the primary objective of this association.

B: The Election Committee shall be appointed in May of each year and shall consist of an even number of members in good standing and one Director at large, not up for re-election. This Committee shall solicit qualified nominations for open Board positions, in accordance with Article VI, Section 1. This Committee shall also publish & distribute ballots to the membership in accordance with ARTICLE VI, Section 2; Collecting, verifying, counting ballots and reporting results to the Board. After the ballots are distributed, the committee shall compile, evaluate and propose a slate of Officers to the newly seated Board in March.

C: The Financial Review Committee shall review the Annual Year End Report, certify the accuracy of the financial records, examine current accounting procedures and recommend possible improvements.

D: The Community Service Committee shall coordinate with various community service groups and organizations to offer Santa services, whenever possible. Santa appearances by the membership shall be entirely voluntary. Community service information shall be compiled,
maintained and reported by this committee.

E: The Activities Committee shall plan and coordinate events for the members as may be specified by the Board and/or the membership.

Section 2:
Additional standing committees may be authorized by majority vote of the membership or the Board of Directors, without amending or revising the bylaws.

Section 3:
Committee membership shall be open to as many full or associate member volunteers as the committee Chair deems necessary or desirable.

Section 4:
Ad Hoc committees may be appointed by the officers or the Board of Directors, to research, report on, or propose action on items of special interest or concern to the membership, including, but not limited to, dues, fundraising, disbursements and by-law amendments or revision.
Each committee shall choose its own chair.

ARTICLE IX: FISCAL YEAR

Section 1:
The fiscal year of this association shall be October 1 through September 30 of the following calendar year.

ARTICLE X: CONDUCT OF MEETINGS

Section 1:
“Rosenberg’s Rules of Order: Simple Parliamentary Procedures for the 21st Century” shall be used as the guide in the conduct of all meetings, except when in conflict with these Bylaws or with the laws of the State of California.

Section 2:
“Roberts Rules of Order, Latest Edition” shall be used as the guide for rules and procedures governing FORBS, except when in conflict with these Bylaws or with the laws of the State of California.

ARTICLE XI: CHAPTERS

Section 1:
It is the intention of FORBS to encourage the formation and formal recognition of Chapters in divergent geographic areas to facilitate social interaction among our members.

Section 2:
These groups of FORBS members in good standing may apply for recognition as Chapters of FORBS using any appropriate name that does not conflict with the name of an existing Chapter.

Section 3:
Application shall be submitted to FORBS, listing a minimum of 5 members in good standing who request recognition as a FORBS Chapter.

Section 4:
FORBS Chapters must agree to subscribe to the Goals and Tenets of FORBS, as defined in Article IV.

Section 5:
Upon acceptance, Chapters shall have the right to use the FORBS name and logo, link to the FORBS web site, and post any appropriate information that conforms to FORBS’ Goals & Tenets, as specified in Article IV.

Section 6:
FORBS encourages each recognized Chapter to designate a Representative who may be elected by the Board, as an Ex-Officio member until the next scheduled election.

ARTICLE XII: INSPECTION BY DIRECTORS

Section 1:
Every Director shall have the absolute right, at any reasonable time, to inspect all books, records and documents of every kind and the physical properties of the association. This inspection may be made in person or by an agent or attorney and includes the right to copy and make extracts of documents.

ARTICLE XIII: DEDICATION OF ASSETS AND DISSOLUTION

Section 1:
The properties and assets of this nonprofit association are irrevocably dedicated to public, educational or charitable purposes. No part of the net earnings, properties or assets of this association shall inure to the benefit of any private person or individual.

Section 2:
In the event of the dissolution or winding up of FORBS, any assets remaining, after the payment of all outstanding debts and liabilities, shall be donated to the Boys and Girls Clubs of Orange County. If this is not possible, the remaining assets shall be donated to another Orange County nonprofit children’s organization selected by the Board at the time of such dissolution.

ARTICLE XIV: AMENDMENTS AND REVISION

Section 1:
These bylaws may be amended or revised only by two-thirds (2/3) of the membership voting.

Section 2:
Proposed amendments or revision, approved by the Board, may be submitted electronically, or by Postal Service, to the entire membership, in the form of a ballot, at least sixty (60) days prior to the closing date of voting.

Section 3:
Subsequent ballots submitted by the same member shall be void.

Section 4:
Results of the vote to amend or revise shall be announced to the membership within thirty (30) days of the closing date and, if approved by the membership, take effect at that time.