SCAMC Bylaws (rev 2009)

Article I - Name

The name of this organization shall be the Sonoma County Administrative Management Council, and shall be referred to in the by-laws as SCAMC.

Article II - Principal Office

The principal office of the Sonoma County Administrative Management Council for the transaction of its business shall be at Santa Rosa, Sonoma County, California.

Article III - Membership

Those eligible for membership shall be those employees of Sonoma County in positions designated as Administrative Management but excluding members of the Board of Supervisors, County Administrator, County Counsel, Director of Personnel and Employee Relations, appointed Department Heads and elected County officials.   Payment of initiation fee is required to become a SCAMC member.

Article IV - Objectives and Purposes

The objectives and purposes for which SCAMC is formed are:

  1. To promote high standards of management practices and conduct among its members and to promote the advancement of programs and policies that will enhance and improve the quality and delivery of needed services to the constituents of Sonoma County.
  2. To present to its members relevant data pertaining to salaries, hours of employment, fringe benefits, grievances, working conditions and all other conditions of employment.
  3. To sponsor and encourage activities tending to improve the morale and contributing to the general welfare of SCAMC members and the service in which they are employed.
  4. SCAMC may only engage in activities and exercise rights and powers as may be authorized for non-profit organizations under the laws of the State of California.
  5. To take all necessary and proper steps for the accomplishment of these objectives.

Article V - Dues and Assessments

  1. An initiation fee of thirty dollars ($30.00) shall be paid by each member.
  2. The Board may set dues schedules for memberships, and shall establish the annual membership fee and other fees as needed to be assessed from the members.

Article VI - Meetings of SCAMC Members

  1. General meetings shall be held not more than quarterly at such times and places as may be determined by the Board of Directors for the transaction of such business as may be appropriate.
  2. Special meetings of the members may be called by the Chairperson, by a majority of the Board of Directors, or by a petition of ten (10) members of SCAMC signed and delivered to the Chairperson. No business except that for which notice has been given shall be transacted at any special meeting. A quorum of twenty-five per cent (25%) of members is required to transact business at special meetings.

Article VII - Board of Directors

  1. SCAMC shall be governed by a Board of Directors consisting of twelve (12) members elected by ballot of SCAMC members. Of the twelve members of the Board of Directors, five shall be officers (Chairperson, Vice-Chairperson, Corresponding Secretary, Recording Secretary, and Treasurer) and seven shall be Directors. All are required to be SCAMC members. The Chairperson, with a majority vote of the Directors, may appoint Ad Hoc members who will be non-voting Directors.
  2. The Board of Directors shall have full authority to perform all functions that SCAMC might do or perform, including the administration of all business on behalf of the membership within the bounds of authority granted to it by the membership.  It shall direct the expenditure of SCAMC funds, but it may not direct expenditures of the funds in excess of the current balance of SCAMC accounts. Annually, it shall present a fiscal account to its membership.
  3. The Chairperson of SCAMC shall be the Chairperson of the Board of Directors.
  4. A majority of the Board of Directors shall constitute a quorum for the transaction of business, except that, if the office of any officer or Director shall become vacant for any reason, a majority of the remaining Directors, even if such a majority is less than a quorum, may elect a successor to hold office for the unexpired portion of the term of the officer or Director and until his successor shall have been duly chosen.
  5. The members of the Board of Directors shall be elected for a term of two years. Six members shall be elected in even years (2008, 2010, etc.) and six members shall be elected in odd years (2009, 2011, etc.).
  6. Should a member of the Board of Directors miss two consecutive unexcused meetings of the Board, she/he shall be notified by the Secretary that a third absence from a Board meeting may remove him/her as a member of the Board of Directors. In such an event, the Board may designate a successor for the remainder of the term.
  7. Should a member of the Board of Directors cease to be an employee of Sonoma County, or cease to be in a category eligible for SCAMC membership, his/her position on the Board shall be vacated upon the effective date of change in status. In such an event, the Board will designate a successor for the remainder of the term.
  8. Meetings of the Board of Directors are open to the general SCAMC membership. A general member may express his or her opinions but may not vote on any issues before the Board.
  9. The Board of Directors shall meet at least once per quarter to discuss SCAMC business. Directors shall be notified at least two weeks in advance of the location of the meetings by the Secretary. Additional meetings of the Board may be summoned by the Chairman of the Board or by five members of the Board. Notification of such additional meetings must be given at least seventy-two hours in advance of such meetings by the Secretary of the Board.

Article VIII - Officers

  1. The Chairperson, Vice Chairperson, Corresponding Secretary, Recording Secretary, and Treasurer shall be elected by the Board of Directors.
  2. The Chairperson shall not succeed himself/herself for more than four consecutive years.


Responsibilities of Officers:

  1. Chairperson. The Chairperson shall preside at all meetings of SCAMC and of the Board of Directors, appoint all committee chairpersons, and perform all duties of supervision, direction, and control of the business and the officers of SCAMC. When any questions of parliamentary law shall arise which are not provided for in the By-Laws, the Chairperson or presiding officer shall be governed by the provisions of "Robert's Rules of Order."
  2. Vice-Chairperson. The Vice-Chairperson shall perform all the duties of the Chairperson during the latter's absence or inability to act, and during the period of any vacancy in the office of the Chairperson. The Vice-Chairperson will coordinate the activities of the Compensation Committee.
  3. Corresponding Secretary. The Corresponding Secretary shall draft and send all notices required by these By-Laws; distribute informational updates to members, and coordinate meetings and presentations.
  4. Recording Secretary. The Recording Secretary shall take notes and prepare minutes and records of all SCAMC meetings, including general membership and Board meetings.
  5. Treasurer. The Treasurer shall receive and collect dues and assessments and deposit such monies in the SCAMC account, pay all SCAMC bills authorized by the Board of Directors, report to each Board of Directors meeting a full accounting of all monies received and disbursed since the previous report, annually report to the general membership a full accounting of SCAMC's accounts, and deliver all monies, books, records, and other SCAMC property to the succeeding Treasurer.

Article IX - Elections

  1. Each Director of SCAMC shall be elected for a term of office of two years.
  2. The Chairperson and Directors of SCAMC shall be elected prior to the end of the calendar year; and they shall assume office at the first Board meeting in January.
  3. No earlier than August 1 and not later than November 1 each year, the Board of Directors shall appoint a Nominations/Elections Committee to be chaired by an officer or Director who is not running for election. The Nominations/Elections Committee shall consist of three to five members of SCAMC, none of whom are running for election and no two members from the same county department.
  4. Any SCAMC member may be nominated for a position on the Board of Directors by filing with the Secretary or Elections Committee, by the closing date of that year’s nomination period and not later than November 20, a written nomination signed by at least five SCAMC members. The Membership Committee Chairperson shall verify membership status of all candidate endorsements.  A statement from the nominee that s/he will serve if elected must accompany the written nomination. Additionally, the candidate may submit a statement defining his or her goals in seeking to serve the SCAMC membership. The statement may be no more than one-half of a standard page, single spaced.
  5. Along with the names and statements of nominees, the Elections Committee, shall mail to all members a ballot containing the names of the nominees for members of the SCAMC Board of Directors. The ballot shall designate the name and department of each nominee. If a nominee has not submitted a written statement for SCAMC membership, this fact shall be noted in the mailing.
  6. Ballots shall be returned to the Elections Committee in sealed envelopes by the closing date of that year’s election and not later than December 15, in accordance with the instructions written on or furnished with the ballot.
  7. After the closing date of the current year’s election, as set by the SCAMC Board and Election Committee and prior to December 16, the envelopes shall be opened and the votes shall be counted by the Nominations/Elections Committee. The election results shall be reported to the SCAMC Chairperson by the date of the next SCAMC Board meeting and not later than December 20.
  8. Nominees for Directors who have the largest numbers of votes are elected. In the event of a tie for the final position on the Board, the seated Board shall cast one vote to break the tie. The Board's vote must be agreed to by eight (8) or more members of the Board. The non-elected nominee, if s/he chooses, shall be an Ad-Hoc member for the next calendar year. If the seated Board cannot reach consensus on their vote a runoff election shall be held in accordance with instructions in these By-Laws.
  9. If the number of nominees does not exceed the number of vacancies on the Board of Directors at the time of the election, no election shall be held and the nominees shall be considered elected to the Board of Directors.
  10. The election results shall be presented at the first General Membership meeting of the new year. The newly elected Directors shall be introduced at that time

Article X - Committees

  1. The Board of Directors shall be empowered to designate any committee that the Board deems necessary.
  2. The Chairperson of each committee shall be selected from the Board of Directors.
  3. The term of office of the committee chairperson and the committee members expires at the end of the calendar year during which they were appointed.
  4. Each committee shall have at least three SCAMC members.
  5. The following shall be standing committees and shall be appointed at the first Board of Directors meeting of the new year. The committees shall remain in effect through the calendar year.
    1. Compensation Committee: Duties shall include the continual collection of data relative to wages and benefits, and the submission of proposals to the membership.
    2. Social Committee: Shall have charge of all entertainment given by the Association and shall exercise a general supervision over the social life of the Association.
    3. Educational Committee: Shall be responsible for the coordination of educational seminars for SCAMC membership.
    4. Membership Committee: Shall be responsible for maintaining a current list of management employees for purposes of promoting SCAMC membership.
    5. Communications Committee:  Shall be responsible for maintenance of the SCAMC website, SCAMC SharePoint site, and intra-county electronic mail systems to ensure the quality of communication among SCAMC Board and their membership.
  6. Each committee shall maintain a record of its proceedings and shall report to the Board of Directors as necessary. Additionally, committee reports shall be presented at General Membership meetings.

Article XI - Amendments

In accordance to the SCAMC Constitution, the bylaws may be adopted, modified or amended by a two-thirds vote of the members of the Board of Directors eligible to vote. Such bylaws and any modification or amendment thereto shall be binding on all members, including those who may have voted against them.   The members shall be notified of all amendments accepted by the Board of Directors at the General Membership Meeting.

Article XII - Dissolution

This Council shall be dissolved and its affairs concluded by a two-thirds vote of the Council's voting members. If the reason for dissolution is replacement by a new organization to represent the interests of the membership in formal negotiations with the County of Sonoma, all assets of the Council may accrue to the new organization. If the Council is dissolved for any other reason, all assets will be contributed to a charitable organization or organizations as directed by the Board of Directors. No individual member of the Council has a vested interest in monies or properties of the Council.