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MUSIC TEACHERS’ ASSOCIATION OF CALIFORNIA,
DELTA BRANCH BYLAWS
amended January 2014
ARTICLE I. NAME
The name of this Association shall be the Music Teachers’ Association of California, Delta Branch, (the “Branch”).
ARTICLE II. OFFICE
The principal office of this association shall be in such location as determined by the Branch Board of Directors from time to time.
ARTICLE III. PURPOSES
The Branch is an unincorporated association affiliated with the Music Teachers’ Association of California (the “MTAC,” the “State,” or the “association”). The Branch derives its 501(c)(6) tax-exempt status through a group exemption under the Music Teachers’ Association of California, and is subject to the bylaws, rules, regulations, policies, and procedures of the State.
The common purposes of the Association and the Branch shall be the promotion of musical culture and the pursuit of excellence in the field of music education in support and advancement of the profession of music teaching, and in furtherance of such purposes:
a) To promote excellence in professional standards and the continuing education of music teachers;
b) To develop and provide pedagogical and assessment resources to support high-quality music instruction;
c) To ensure a well-balanced, comprehensive approach to music instruction through a rich variety of programs that explore the multiple dimensions of music and music education;
d) To encourage the involvement and participation of persons of all ages and abilities in appreciating, understanding, engaging in, and learning music.
The Music Teachers’ Association of California, Delta Branch, in compliance with all applicable federal and state laws, shall not discriminate. MTAC Delta Branch will make every effort to accommodate students with special needs in order to make participation in State programs accessible and available to them.
ARTICLE IV. MEMBERSHIP
Section 1. Membership Provisions
All provisions relating to membership, including but not limited to membership applications, qualifications, classes, rights, and restrictions, are contained in the State Bylaws.
ARTICLE V. BRANCH BOARD OF DIRECTORS
Section 1. Number and Qualifications
There shall be 7-8 Directors on the Branch Board of Directors, elected by the Voting Members. Upon election, the Directors shall be simultaneously appointed and serve concurrently as the Officers of the Branch, in the offices designated in the election, provided that the Board of Directors may appoint additional non-Director Officers as provided in Article VI, Section 1, below. Directors must be Active Teacher or Life members at the time of nomination and throughout their service as Directors. Termination of a member by the State Board shall automatically result in the termination of that member’s position as Director at the Branch, if applicable.
Section 2. Nominations and Election
A Nominating Committee of no less than two Active Teacher or Life Members shall be selected by the Branch Board of Directors. One Nominating Committee Member may be currently serving on the Branch Board of Directors, but may not be on the election slate. The selected members of the Nominating Committee shall be announced at the regular Board Meeting in March. The Nominating Committee shall nominate one candidate per office for the Board of Directors and concurrent Officer positions. Nominations by any Voting Member may also be taken from the floor of the Branch Annual Meeting, at which time the elections are held. Voting Members shall elect Directors and Officers at the Branch Annual Meeting. Voting shall be conducted by secret ballot. The candidate receiving the highest number of votes for such candidate’s designated office shall be elected.
Section 3. Term
Directors shall serve for a term of two (2) years which shall run concurrently with their term as Officer, or until their successors are elected. Terms of office shall begin on August 1, in correspondence with the beginning of the fiscal year of the Association and the Branches.
Section 4. Powers
The Branch Board of Directors shall have the right, responsibility, and authority to exercise all such powers and perform such acts as may be exercised or undertaken by the Branch, subject to the provisions of the California Corporations Code, the State Articles of Incorporation, the State Bylaws, and these Branch Bylaws. The Branch Board of Directors may delegate the management of its business affairs and other activities provided that the Branch Board retains its ultimate powers and responsibilities.
Section 5. Duties
The Branch Board of Directors shall pursue the purposes of the Branch and shall have discretion in the disbursement of Branch funds. It may adopt any rules, regulations, policies and procedures for the conduct of Branch business and activities that do not conflict with the State Bylaws or State program policies and procedures. The Branch Board of Directors may appoint and remove such agents, contractors, employees, or officers of the Branch, as deemed necessary to execute the duties, powers, and responsibilities of the Branch Board of Directors.
Section 6. Resignation
A Director may resign at any time by giving written notice to the Branch Board of Directors, President, or Secretary. The Branch Board must immediately notify the State Office of the Association of such resignations. The resignation of such a Director shall result in the automatic and concurrent resignation of the Director’s position as an Officer.
Section 7. Removal of Directors
Directors may be removed by a majority of the Voting Members or by a vote of two-thirds of the remaining Directors. In addition, a Director may be removed by the State Association as provided in Article IV, Section 7 or Article V, Section 1 of these Bylaws. The removal of such a Director shall result in the automatic and concurrent resignation of the Director’s position as an Officer. Resignation or expulsion of a member shall result in the automatic termination of such member from any office.
Section 8. Vacancies
Vacancies on the Branch Board of Directors shall exist on the death, resignation, or removal of a Director, or whenever the number of authorized Directors is increased. A vacancy on the Board of Directors shall be filled by a vote of the remaining Directors within thirty (30) days after such vacancy has occurred, with the person elected holding office until the next election, or until his or her resignation, removal, or death. Notwithstanding the previous sentence, a vacancy shall be filled by a vote of the members if such vacancy was caused by removal of a Director by the members, or if the Board of Directors does not otherwise fill the vacancy, with the person elected holding office for the unexpired portion of the term or until his or her resignation, removal, or death.
Section 9. Board of Director’s Meetings
Unless otherwise established by the Branch Board of Directors, regular meetings of the Branch Board of Directors shall be held monthly, from September through May of each year, excepting December. The current Branch Board will determine the day and time of each meeting. Special meetings of the Board of Directors may be called by the President, or by written request of three Board members. The Directors shall receive notice of the time and place of a special meeting at least four (4) days in advance of the meeting if by U.S. mail, and at least forty-eight (48) hours in advance if in person, by telephone, or by facsimile/electronic transmission.
Section 10. Quorum
A majority of the Board of Directors shall constitute a quorum. Every decision made by a majority of Directors present at a duly-called meeting in which a quorum is present shall be regarded as an act of the Branch Board of Directors, unless otherwise provided by law or in these Bylaws.
Section 11. Action by Written Consent without Meeting
Any action required or permitted to be taken by the Branch Board of Directors may be taken without meeting, provided that all the members of the Branch Board shall individually or collectively provide unanimous written consent to that action. “Written consent” is defined to include consents submitted and received by electronic transmission, such as facsimile and email communication. All written consents shall be filed with the minutes of the meeting, and shall have the same force and effect as a unanimous vote of the Directors.
Section 12. Meeting by Electronic Conference
Members of the Branch Board of Directors may participate in a meeting through the use of conference telephone or similar electronic means so long as all members participating in such meeting can simultaneously hear one another and participate at will.
Section 13. No Remuneration; Expenses
The Branch Board of Directors shall receive no remuneration for the performance of their duties. Nothing herein contained, however, shall be construed to preclude any Director from serving the Branch or Association in some other capacity demanded by the needs of the Branch or Association for which he or she may receive compensation. Nothing herein contained shall be construed to preclude any Director or Officer from receiving reimbursement for expenses incurred on behalf of Branch business, provided such expenses incurred were approved by the Branch Board of Directors.
Section 14. Audit
The Board of Directors shall annually appoint an auditor, or audit committee, to audit the books of the Treasurer. The State Association may require the Branch to submit the audit report annually.
Section 15. Non-liability
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Branch or the State Association.
Section 16. Branch Indemnification
To the fullest extent permitted by law, the Branch shall defend and indemnify its Directors, Officers, Committee members, employees, and agents, 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 threatened, pending, ongoing, or completed proceeding or action, to which they may have been a party by reason of such duties they have performed for the Branch. However, such person shall have no right to reimbursement for matters in which he or she has been adjudged liable to the Branch for negligence or misconduct in the performance of his or her duties.
Section 17. Insurance
The Branch Board of Directors shall have the right to purchase and maintain insurance to the fullest extent permitted by law on behalf of the Branch Directors, Officers, Chairs, Committee members, employees, and agents, against any liability asserted against or incurred by any Branch Director, Officer, Chair, Committee member, employee, or agent, in such capacity or arising out of such person’s status. The State’s insurance does not cover the Branches, nor their Directors, Officers, chairs, committee members, employees, agents, or any members individually, unless otherwise notified in writing by the State.
ARTICLE VI. BRANCH OFFICERS
Section 1. Officers
The officers of this branch shall be President, Vice President, Treasurer, Recording Secretary, and Membership Secretary. They shall be elected and installed to office as provided in Article V. These officers shall perform the duties prescribed by these bylaws, or as assigned by the board or the members. In addition, the Branch Board of Directors may elect other non-Director Officers to other Officer positions, as determined by the Board (the “Non-Director Officers”).
Section 2. Terms of Office
Officers shall serve for a term of two (2) years, which, if the Officer holds a concurrent position as Director, shall run in exact concurrence with such Officer’s term as a Director in accordance with Article V, Section 3.
Section 3. Resignation; Removal of Officer
An Officer may resign at any time by giving written notice to the Branch Board of Directors, President, or Secretary. Resigning Officers shall, within thirty (30) days of leaving office, transfer all records, books, funds and other pertinent material of said office to their successor. If the Officer holds a concurrent position as Director, the resignation of such an Officer shall result in the automatic termination of the Officer’s position as a Director. The Branch Board must immediately notify the State Office of the Association of such resignations. An Officer may be removed at any time with or without cause by the Branch Board of Directors, unless an Officer also holds a concurrent position as a Director, for which the provisions for removal of a Director provided in Article V, Section 7 must apply. In addition, the State Board has the power to remove Officers as provided in Article IV, Section 7, and Article V, Section 1 of these Bylaws. Resignation or expulsion of a member shall result in the automatic termination of such member from any office.
Section 4. President
The President shall be the principal officer of the branch, and shall have general supervision, direction, and control of the business, activities, officers, and personnel of the branch. The President shall preside at all meetings of Branch Board and members’ meetings. The President, in consultation with the Branch Board, shall appoint committees as necessary, and shall be an ex-officio member of any committees except the Nominating Committee. The President is authorized to sign checks issued by the Branch, and shall also sign contracts and written instruments that have been approved by the Board of Directors.
Section 5. Vice-President
The Vice President shall assist the President, and, if the President is absent or unable to act, the Vice President shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such duties as from time to time may be prescribed by the Branch Board of Directors, or these Bylaws.
Section 6. Treasurer
The Treasurer shall be responsible for keeping and maintaining adequate and correct accounts of the properties and business transactions of the Branch, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The Treasurer shall be responsible for depositing all monies and other valuables in the name and to the credit of the Branch with such depositories as may be designated by the Branch Board of Directors. The Treasurer shall render an annual financial report and other financial reports, periodically or on request of the Branch Board, regarding all transactions and the financial condition of the Association. The Treasurer shall have such other powers and perform such other duties as may be prescribed by the Branch Board of Directors, or these Bylaws.
Section 7. Recording Secretary
The Recording Secretary shall be responsible for keeping a book of minutes at the principal office, or at such other place as the Branch Board of Directors may direct, of all meetings of Directors and members. The Recording Secretary shall be responsible for providing notice of all meetings of the members and of the Branch Board of Directors required by the Bylaws or by law, and shall have such other powers and perform such other duties as may be prescribed by the Branch Board of Directors, or these Bylaws.
Section 8. Membership Secretary
The Membership Secretary shall be responsible for the supervision of membership applications and related membership matters of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Branch Board of Directors, or these Bylaws.
Section 9. Directors-at-Large
The Directors-at-Large shall have the powers and perform the duties as may be prescribed by the Branch Board of Directors, or these Bylaws. The Directors are also Officers of the Branch, and are subject to the provisions relating to Officers under this Section.
ARTICLE VII. BRANCH MEMBER MEETINGS AND OTHER ACTIONS
Section 1. State Association Membership Meetings
The provisions related to the Annual Business Meeting and other member meetings of the Association are contained in the State Bylaws, including provisions pursuant to which Voting Members elect delegates to represent them at the Annual Business Meeting.
Section 2. Branch Annual Meeting
The members must meet at least once, in June, for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. Such meeting must be duly called at such time and place as set forth in Article VII, Section 4, and pursuant to the notice provisions set forth in Article VII, Section 5.
Section 3. Regular Meetings
The regular meetings of the Branch shall be held in September and June, unless otherwise established by the members or Branch Board of Directors. The Board will determine the day and time of the meeting.
Section 4. Special Meetings
Special meetings may be called by the President, the Branch Board of Directors, or upon the written request of ten (10) members of the branch.
Section 5. Notice of Branch Meetings
The Branch shall provide written notice of the annual meeting and any special members’ meetings to each Voting Member. The notice shall be delivered to the last address provided by the member to the Branch, not less than ten (10) or more than ninety (90) days before the date of such meeting. The notice shall state the place, date, and time of the meeting and the general nature of the business to be transacted, and no other business may be transacted. In the case of a meeting at which Directors will be elected, the notice shall include the names of all those who are nominees as of the date of the notice.
Section 6. Quorum.
Eight (8) Voting members of the branch shall constitute a quorum at any member meetings.
Section 7. Act of the Members
Voting may be conducted either at a member meeting at which a quorum is present, or by a written ballot in which the number of votes cast equals or exceeds the number required for a quorum. Approval of a matter voted on requires an affirmative majority of the votes cast, unless otherwise provided in these Bylaws.
Section 8. Voting at Meetings
Voting at meetings may be conducted by voice or secret ballot. Proxy voting and cumulative voting shall not be permitted on any matter voted upon by the members.
Section 9. Action by Written Consent without Meeting
Any action required or permitted to be taken by the Voting Members may be taken without meeting, provided that all the Voting Members shall individually or collectively provide unanimous written consent to that action. “Written consent” is defined to include consents submitted and received by electronic transmission, such as facsimile and email communication. All written consents shall be filed with the minutes of the meeting, and shall have the same force and effect as a unanimous vote of the Directors.
ARTICLE VIII. BRANCH COMMITTEES
Section 1. Committees
The Branch Board of Directors may establish committees to oversee and be responsible for programs and projects, from time to time, as needed.
Section 2. Standing Committees
The Branch Board of Directors has the power to appoint and establish standing committees from time to time, as deemed beneficial to meet the needs of the Branch. The Standing Committees of this Branch shall be: Cal Plan, VOCE, Certificate of Merit, Adult Workshops, Teacher Workshops, Historian, Composers Today, Recitals, Resource Librarian, Hospitality, and such other activities (committees) as may be authorized by the Executive Board. The duties of these committees shall be established by the Board.
Section 3. Special Committees
The Branch Board of Directors has the power to appoint and establish special committees from time to time, as deemed beneficial to meet the needs of the Branch.
Section 4. Committee Chairs
The Branch Board of Directors has the power to appoint Committee Chairs and Committee members, who shall serve until their successors are appointed. All Chairs must be Active Teacher Members of the Association.
Section 5. Duties of the Committees
The duties of the Committees shall be prescribed by the Branch Board of Directors, in addition to those duties prescribed under Article VIII, Section 6 for State Programs. Any expenditure necessary in the performance of duties by the Branch Committees shall be approved by the Branch Board of Directors. Any contracts and agreements negotiated or entered into by the Branch Committee must be signed by the duly authorized representatives of the Branch Board of Directors and the duly authorized representatives of the other party or parties to the contract or agreement.
Section 6. State Programs
Any Branch Committees that are established to oversee and assist in the administration of State Programs are subject to any applicable State policies, procedures, rules, and regulations established by the State Board of Directors regarding such programs.
Section 7. Resignation; Removal
Committee Chairs and members may resign at any time by providing written notice to the Board of Directors, President, or Recording Secretary of the Branch. Any such resignation shall take effect at the date of the receipt, or at a later date specified in the notice and approved by the Board of Directors. Any Committee Chair or member may be asked to contract any indebtedness, obligations, or any other liabilities, which might be construed or considered a liability of the State Association. These Bylaws shall not be deemed to create any relationship of agency, partnership, or joint venture between the Association and Branches, and the Branches shall not make such representation to anyone. The Branches are not, and may not represent that they are, an arm, agent, legal representative, or integral part of the Association, and the Association shall not be involved in the day-to-day affairs of the Branches, except as related to membership and State programs or materials. Branches shall take all reasonable measures to ensure that third parties with which it has dealings understand that it is a separate legal entity from the Association. The Association is not responsible or liable for the debts of the Branches or actions taken by the Branches that may create liability for the Association, by virtue of affiliation.
ARTICLE IX. RELATIONSHIP BETWEEN STATE AND BRANCH
Section 1. General
The Branches are unincorporated associations who have fulfilled the Association’s Charter requirements, and by so doing, consent to become affiliates of the Association. The Branches agree to maintain the terms and conditions of its Charter and affiliation with the Association, as set forth in the State Bylaws and as established and determined by the State Board of Directors from time to time. Among other benefits of affiliation, Branches are listed as subordinate organizations under a group exemption ruling from the Internal Revenue Service for tax-exempt status under Section 501(c)(6) as a business league, provided the Branches annually submit the requested documentation and information required for the group exemption. Section 2. Charter
Upon fulfilling the formation and operating requirements necessary to organize and establish a new Branch, and approval by the State Board of Directors, a Charter shall be granted to each new Branch. The new Branch shall maintain the terms and conditions of its Charter and affiliation with the Association as provided in Article IX, Section 1. The State Board of Directors has the power to revoke or terminate the Charter and affiliation of a Branch for cause, including but not limited to, the number of members in the Branch falling below five (5), or failure of the Branch to maintain the formation or operating requirements of a Branch. The State Board of Directors also has the power to revoke or terminate the Charter of a Branch in the event a Branch has taken actions, or continues to take actions, that wrongfully interfere with membership rights, or are deemed harmful to the Association and/or its members, in the determination of the State Board, provided the State Board has: (i) conducted a full and impartial investigation of the facts and circumstances, (ii) given reasonable opportunity for the Branch to present information on its behalf, and (iii) exhausted all other remedies, disciplinary, or corrective actions. Revocation or termination of a Charter shall result in the dissolution of the Branch and concurrent termination of affiliation with the Association. The Branch’s net assets remaining after the discharge of all obligations shall revert to the State Association.
Section 3. Affiliation; Branch Use of Association Name
In referring to its affiliation with the Music Teachers’ Association of California, Branches may use the name of the Music Teachers’ Association of California on their stationery, publications, or promotional literature, so long as they designate the Branch name also and include the phrase “Affiliated with the Music Teachers’ Association of California.” This statement must be included in the Bylaws and must appear in other publications of the Branches. A Branch may not hold itself out as an agent or representative of the entire State Association.
Section 4. Branch Bylaws
Branch Bylaws and any amendments, revisions, or restatements thereto, must be in conformity with the State Bylaws and any Model Branch Bylaws provided by the Association, and may include any other bylaws the Branch wishes to adopt, so long as they are approved by the State Board as provided below. In the event of a conflict, the State Bylaws and any Model Branch Bylaws shall govern. When a State Bylaw amendment, revision, or restatement affects Branch Bylaws, the State shall amend, revise, or restate the Model Branch Bylaws accordingly, so that a Branch may ensure conformity with the State Bylaws. Branch Bylaws, including any amendments, revisions, or restatements thereto, must be submitted to and approved by the State Board of Directors before they become effective.
Section 5. Branch Code of Professional Conduct
Any Branch codes of professional conduct or ethics shall be in conformity with any codes, policies, procedures, rules or guidelines established and provided by the Association pertaining to such matters, including any amendments, revisions, or restatements thereto. Branch Codes of Ethics or Professional Conduct must be approved by the State Board before they become effective. Branch Codes of Ethics or Professional Conduct shall not be contained in any Branch Bylaws, but shall exist as an independent document.
Section 6. Branch Officers and Directors
Branch Officers and Directors shall be elected by the members of that Branch, in accordance with the provisions of Branch Bylaws. Branch Officers and Directors may be removed according to the provisions of the Branch Bylaws. The State Board also has the authority and power to remove Branch Officers and Directors, in accordance with the disciplinary action provisions of Article IV, Section 20 of the State Bylaws. Branches, and Branch Bylaws, may not grant honorary or lifetime Office or Director titles or positions. Branch Officers and Directors have responsibilities to the Association, the Branch, and the members, and by accepting such position, agree to be bound to the duties and responsibilities governed by the provisions of the California Corporations Code, the Articles of Incorporation, the State Bylaws, the Branch Bylaws, and any other policies and procedures established by the State and Branch Boards, from time to time.
Section 7. Interpretation; Final Determination
The Association has the sole authority as to the interpretation, application, and final determination of the State Bylaws, the Articles of Incorporation, Association policies and procedures, codes of conduct or ethics, and any other rules and regulations. The Association has the final authority regarding the interpretation, application, and determination of Branch Bylaws, Branch codes of conduct or ethics, policies and procedures, and any other rules and regulations that affect State-Level Rights of members or the interests of the larger Association, as determined in the sole discretion of the State Board. This statement shall appear in all Branch Bylaws.
Section 8. Liability
Branches have no authority to, and may not, incur or contract any indebtedness, obligations, or any other liabilities, which might be construed or considered a liability of the State Association. These Bylaws shall not be deemed to create any relationship of agency, partnership, or joint venture between the Association and Branches, and the Branches shall not make such representation to anyone. The Branches are not, and may not represent that they are, an arm, agent, legal representative, or integral part of the Association, and the Association shall not be involved in the day-to-day affairs of the Branches, except as related to membership and State programs or materials. Branches shall take all reasonable measures to ensure that third parties with which it has dealings understand that it is a separate legal entity from the Association. The Association is not responsible or liable for the debts of the Branches or actions taken by the Branches that may create liability for the Association, by virtue of affiliation.
Section 9. State Indemnification
The Branch shall defend and indemnify the Music Teachers’ Association of California and its Directors, Officers, Staff, employees, and agents, and save them harmless from and against any and all liabilities, losses, damages, costs, claims, liens, judgments, penalties, fines, attorneys’ fees, court costs and other legal expenses, insurance policy deductibles, and all other expenses arising out of or related to any act, omission or negligence by the Branch, or its Directors, Officers, employees or agents, arising from any claim of any nature whatsoever.
Section 10. Financial Reports
All Branches shall have the same fiscal year as the State Association, from August 1 through July 31, and shall send financial reports to the State Office on a form prescribed by the State Board of Directors on or before August 15 of each year. The State Board of Directors may, at any time, perform a financial review or audit of any Branch.
Section 11. Branch Names.
A Branch shall be designated by the name of the county in which it is located. Where there are two (2) or more Branches in the same county, the Association shall designate the newer Branch with a name corresponding to the specific local area in which the Branch is located.
Section 12. Membership Directory
The State Membership Directory is a benefit of membership for facilitating communication among members and shall be used by members only, and may not be used by members or non-members for commercial or solicitation purposes. Mailing lists for such purposes may be purchased directly from the State Office.
Section 13. Intellectual Property
All provisions relating to Intellectual Property are contained in the State Bylaws.
ARTICLE X. CONVENTIONS
Section 1. Annual State Convention; Annual Business Meeting
There shall be an Annual State Convention of the Association (the “Convention”) held between June 1 and August 31, at such time and place as determined by the State Board of Directors, except that the location shall alternate each year between the North Region and South Region. Pursuant to the State Bylaws, the Annual Business Meeting of the members of the Association shall be held during the Annual State Convention.
Section 2. Fees and Expenses
The State Board of Directors shall determine all registration and other fees for the Convention and shall be solely responsible for the preparation, organization and conduct of the Convention.
Section 3. Representation
The Delta Branch shall have representation at the Annual Meeting of the Association by official delegates, one delegate for each 25 (or fraction thereof) Active Teacher Members whose current dues are paid. Voting at the business meeting shall be by delegate vote only. Any other Active Teacher Member may have a voice in the discussions of the Association.
Section 4. Branch Assistance
The Branch Executive Board shall allocate a sum from the branch treasury whenever possible to pay for Convention registration for the authorized branch delegate(s) for attending the Annual Meeting of the Association.
ARTICLE XI. ARBITRATION
In the event of any dispute, claim, question, or disagreement arising from or relating to the Association’s Articles of Incorporation, these Bylaws, Branch Bylaws, and any State or Branch rules, regulations, policies, or procedures, or the breach thereof, the Association and its members shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith, and recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of sixty (60) days, then upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.
ARTICLE XII. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Association and the branches in all cases where they apply and where they are not inconsistent with the California Corporations Code, the Articles of Incorporation, these Bylaws and any special rules of order that the Association may adopt.
ARTICLE XIII. DISSOLUTION
In the event of dissolution of the Branch, the net assets remaining after the discharge of all obligations shall be transferred to the State Association, or according to the requirements provided by state or federal law.
ARTICLE XIV. AMENDMENT OF BRANCH BYLAWS
Section 1. Amendment Proposals
Amendments may be proposed by the Branch Board of Directors, or by written petition signed by five-percent (5%) of the Voting Members in the Branch, submitted in writing to the Branch Board of Directors at least 90 days before the vote on the amendment is expected to be taken.
Section 2. Methods of Amendment
These Branch Bylaws may be amended in conformance with Article IX, Section 4, by a vote of the majority of Voting Members at a meeting where a quorum is present, or by two-thirds of Voting Members casting a written ballot in which the number of votes cast equals or exceeds the number required for a quorum. In each case, written notice of the proposed amendments, including the text of the proposed amendments, shall be submitted to the Voting Members at least 10 days prior to the date of the action. Such amendments that are approved by the Voting Members shall not become effective until final approval by the State Board pursuant to Article IX, Section 4, above.
Section 3. Amendments to State Bylaws
Provisions for proposing and amending the State Bylaws are set forth in the State Bylaws.