Peninsula Estate Planning Council Bylaws

The name of the association shall be Peninsula Estate Planning Council and shall herein be referred to as the “Council.”

II. OBJECTS AND PURPOSES

The objects and purposes of the Council shall be to promote knowledge of, and interest in, estate planning and related subjects; to provide a forum where trust officers, attorneys, accountants, life underwriters and estate analysts in this area may exchange views and become better acquainted with each other and their work; to foster intelligent cooperation among practitioners in these fields and to promote a better understanding of the proper relationship which the work of each bears to the others; and generally to promote the best interest of the members and that of the general public through helpful service in matters of estate planning.

The Council shall be advisory in character and shall have no power to bind its members to any action or conclusion that is not provided for in this instrument.  These Articles of Association which were unanimously approved by the Board of Directors at its regular meeting on November 19, 2009 to repeal and replace the prior Articles of Association.  They were voted on, approved and adopted by the membership of the Council at the regular meeting of the Council held on February 18, 2010.  This meeting took place following proper notice of said meeting delivered to the membership of the Council at least thirty (30) days prior to said meeting via U.S. mail, positing of a notice of said meeting and these Articles of Association on the website of the Council and an email sent to the membership of the Council containing the notice of said meeting with these Articles of Association attached.  These Articles of Association hereby revoke and replace any and all previous Articles of Association of the Council and are deem effective as of February 18, 2010 and shall remain in full force and effect until such time as New Articles of Association may be adopted or these Articles of Association may be repealed or amended as provided for below herein.

III. MEMBERSHIP

    A.  Eligibility:  New members must meet minimum requirements of their membership in one of the categories set forth below as follows:

    1.    Legal Field:  Must be an attorney and have practiced law for three years with an emphasis on estate planning or trust and probate law.
    2.         Accounting Field: Must be a Certified Public Accountant, (CPA); or Public Accountant, (PA); or an Enrolled Agent, (EA).
    3.     Insurance Field:  Must be a Chartered Life Underwriter (CLU), Chartered Financial Consultant (ChFC) or have five (5) years experience as a life insurance agent or broker.
    4.    Fiduciary Field: Must have been active in the Trust field for three years and be currently employed by a Corporate Trust Company, or hold the designation of CTFA or be currently licensed to practice as a Private Fiduciary by the State of California.
    5.        Charitable Giving Field:  An individual employed by a Charitable Organization or whose private philanthropic practice is focused on planned giving.
    6.        Financial Planning Field:  Must be a Chartered Financial Consultant, (ChFC); a Certified Financial Planner, (CFP); a Chartered Financial Analyst, (CFA); or have five (5) years experience as  a financial advisor or planner.
    7.        Business Appraiser Field:  Must be one of the following recognized categories of Appraiser:  ASA, ABV, CBA, MCBA, AIBA, CVA, GVA and AVA.    
    8.        Member at Large:  Regarding persons active in estate planning who do not come within any of the first seven categories, the Board of Directors shall decide whether such person who applies for membership in the Council is sufficiently involved in the Estate Planning Field to warrant his/her becoming a member of the Council.

B.  Applications for Membership:  Applicants for membership must have attended two regular meetings and be sponsored by two members of the Council in good standing.  Applications for membership must include payment for annual dues and be submitted in writing to the Secretary, with the written endorsement of the two sponsors.  Completed applications will be submitted by the Secretary to the Board of Directors at its next meeting to be held following receipt of said application by the Secretary.  A favorable vote of a majority of the members of the Board of Directors present at the meeting of the Board of Directors in which an Application for Membership is being considered shall be necessary to approve said application.  No category of membership shall consist of more than thirty percent (30%) of the total membership of the Council.  The annual year of the Council shall be set as the fiscal year that shall commence on July 1 and end on June 30 of the following year and which shall hereinafter be referred to as the “Annual Year of the Council.”  The annual membership period for each member shall commence on the date during the Annual Year of the Council in which the member pays his or her annual dues or renews his or her membership and shall end on the last day of said Fiscal Year.  As a condition precedent to renewing one’s membership, the applicant must be: (1) eligible for membership in one of the categories set forth in subparagraph A of the article herein entitled III. MEMBERSHIP and (2) shall have paid all dues and meeting registration fees for all past Annual Years of the Council in which he or she was a member of the Council.   A member who has paid his or her annual dues for the current Annual Year of the Council and who has paid in full all meeting registration fees for each meeting attended during the current Annual Year of the Council shall be defined as a member in good standing and shall hereinafter be referred to as a “Member in Good Standing.”

C. Attendance:  The Board of Directors, in its discretion, shall review the attendance of the membership annually.  Each member, except past presidents, shall attend three regular meetings in the current Annual Year of the Council.  Any member who does not fulfill this attendance requirement shall be subject to being dropped from membership at the discretion of the Board of Directors by a majority vote of the members of the Board of Directors present at the meeting in which this matter is being addressed.  However, before any such member is dropped from membership, he or she shall be given an opportunity to present in writing any unusual circumstances that prevented his or her attendance.  If the member is dropped from membership, such member may, after one year, reapply for membership in accordance with paragraph B, of this Article III.

D.  Dues or Meeting Registration Fee:  Annual dues shall be established annually by the Board of Directors by a majority vote and be for the Annual Year of the Council.  The registration fee for each Council meeting shall be set from time to time in an amount the Board of Directors deems needful or necessary to cover a portion or all of the monthly dinner (food, room and service) and beverage expense being charged by the venue wherein the meetings are held.  

E.  Past President and Emeritus:  Any person who has served as President of the Council shall automatically be entitled to the status of "Past President Emeritus" and upon payment of annual dues, shall be entitled to all the rights, privileges and preferences of membership.  Members qualifying as "Past President Emeritus" shall not be subject to attendance requirements set forth in Paragraph C hereinabove.

IV. BOARD OF DIRECTORS

A.  Composition and powers:  Subject to any limitations contained in these Articles, the policies and affairs of the Council shall be controlled by a board of directors consisting of a minimum of eight to a maximum of eleven members hereinafter designated as “Director(s)” plus additional members consisting of the president, vice president, secretary and treasurer of the Council, herein referred to as “Ex Officio Director(s).”  As used herein the term “Board of Directors” is defined to mean Directors and Ex Officio Directors acting together as the one governing body of the Council without distinction being made as to whether the individual is a Director or Ex Officio Director. Each Director and Ex Officio Director shall each have equal authority and power to perform and carry out the duties and responsibilities of the Board of Directors and in doing so shall have one vote with respect to any and all matters coming before the Board of Directors that require a vote in order to be approved or enacted.  Each year, the Board of Directors acting in its sole discretion shall, within the range set forth above, set the number of Directors who will serve on the Board of Directors for the forthcoming Annual Year of the Council.  Each of the first six categories of membership shall have at least one representative on the Board of Directors.  No category of membership shall have more than three members on the Board of Directors.  In order to carry out the banking needs of the Council, the Board of Directors shall from time to time by resolution voted on and approved by a majority of the members on the Board of Directors determine which one or more of the Officers shall have authority to sign checks drawn on any checking account of the Council.

Vacancies occurring in the Board of Directors during the Annual Year of the Council shall be filled by candidates selected by the Board of Directors and approved by a majority vote of the Board of Directors.

B.  The Election and Term of Office:  Each Director shall be elected at the Annual Meeting of the Council and shall replace those Directors whose terms have expired or who have resigned.  The term of office of Directors shall be for one year or for the balance of an unexpired term of the Director he or she is replacing and until their successors shall have been chosen.  No term limitation shall exist or apply to any person serving as Director of the Council.

V. Officers and Elections

A.  Officers and elections:   The offices of the Council shall consist of the Office of President, the Office of Vice President, the Office of Secretary and the Office of Treasurer, hereinafter individually referred to as “Office” or collectively as “Offices”.  Those persons elected by the members of the Council to serve in any one of said Offices shall individually be referred to as “Officer” and to all them as a group as “Officers.”  The Officers shall be elected at the annual meeting of the Council and shall hold office for the term of one year and until their successors shall be chosen.  No member may serve in the Office of President or Office of Vice-President unless he or she has previously served on the Board of Directors for at least one year within the last three years.  It is desirable, but not required, that the Officers represent a succession of members from different membership categories.  No term limitation shall exist or apply to any person serving as an Officer of the Council.

B.  Duties:   The duties of the President shall be to preside at all meetings of the Council.  The President shall also preside over all meetings of the Board of Directors.  The President shall serve ex-officio as a member of all standing committees of the Council and the Board of Directors.  The President shall generally act as Chief Executive Officer of the Council.

The duties of the Vice President shall be to perform all the duties of the President when the President either cannot perform such duties or requests the Vice President to perform such duties..  When so acting, the Vice President shall have all the powers of and be subject to all restrictions upon the President.  In the event that the President resigns or is otherwise unable to complete his or her term of office, the Vice President shall serve as President for the remainder of that term and the duties of the office of Vice President shall be delegated by and amongst the remaining Officers as they, in their sole discretion shall determine.  The Vice President shall have such other powers and perform such other duties as shall from time to time be prescribed by the Board of Directors. In addition thereto, the duties of the Vice President include serving as the Chairperson of the program committee whose function is to ensure that there is a speaker for each monthly Council meeting for the current Annual Year of the Council and to arrange a full Slate of speakers for the following Annual Year of the Council.  The Vice President shall serve ex-officio as a member of the Board of Directors with all of the authority, duties, powers and responsibilities of a Director.

The duties of Secretary shall be to keep, or cause to be kept, a book of minutes of the meetings of the membership and of the Board of Directors; to keep a register showing the names and addresses of the members and Board of Directors; to give notice of the meetings of the Council and meetings of the Board of Directors.  The Secretary shall serve ex-officio as a member of the Board of Directors with all of the authority, duties, powers and responsibilities of a Director.
The duties of Treasurer shall be to act as Chief Financial Officer; to keep and maintain correct accounts of the finances of the Council; to receive and deposit all monies in the name and to the credit of the Council with such depositories as may be designated by the Board of Directors; to disburse the funds of the Council to meet current expenses of the Council as approved by the Board of Directors; and to render periodically an accounting of the financial condition of the Council.  The Treasurer shall serve ex-officio as a member of the Board of Directors with all of the authority, duties, powers and responsibilities of a Director.
           

VI. NOMINATION AND ELECTION

At least 60 days prior to the date of the annual meeting, the President shall appoint a Nominating Committee consisting of five members of the Board of Directors.  The composition of said Nominating Committee to the extent that is practical shall consist of no more than one member from any one of the categories of membership of the Council.  Following consultation with the Board of Directors, such committee shall submit at the annual meeting of the Council a list of nominations for each of the of Offices and Directors being voted upon, hereinafter referred to as the “Slate.”  
The Slate proposed by the Nominating Committee shall be advisory only, and shall be presented to the Council at the annual meeting wherein voting shall take place.  Only those members of the Council who are present at said meeting and who are entitled and eligible to vote pursuant to the terms of these Articles of Association as set forth below herein in Article VII. A. (6) shall be entitled to vote and each shall have one vote unless otherwise provided for or required herein. Except as otherwise set forth in this Article, a majority vote shall be required to adopt any matter presented at this meeting. Voting by absentee ballot or via proxy shall not be allowed on any matter presented and voted upon at this meeting.  
After presenting the Slate to the membership, the Officer conducting said meeting shall call for nominations from the floor.  If none are made, said Officer shall announce that nominations from the floor are closed and shall call for a motion from the floor to adopt and elect the Slate as a whole and as presented.  Upon being seconded, the Officer conducting said meeting shall call for discussion of said motion and following same or if none is forthcoming, shall call for a vote.  The motion shall pass upon receiving a majority vote as set forth above in paragraph B. of this Article VI. and the Slate shall be deemed elected.  At the end of said meeting those persons so elected as  Officers and Directors shall assume and commence serving in the position to which they were elected.  
In the event that the motion to adopt the Slate shall fail, the Officer conducting said meeting shall proceed by calling for separate elections to fill the Office of President, the Office of Vice President, the Office of Secretary and the Office of Treasurer.  Each separate election shall be conducted in the same manner as set forth below in this paragraph and in the same order as the Offices are set forth above in this paragraph. The person set forth on the Slate for each of said Offices shall be deemed as having been properly nominated for said office and shall therefore be a candidate for said Office.  As each of said elections is conducted, nominations from the floor for said Office shall be called for and accepted until such time as no further nominations are forthcoming.  At that time the nominations for said Office shall close and those nominees from the floor shall be deemed to also be candidates for said Office.  A vote shall be conducted with the candidate receiving the most votes deemed elected to that Office.  If no nominations from the floor are forth coming, then the nominee set forth on the Slate for that Office shall be deemed elected.  If nominations from the floor are received, then the candidate receiving the largest number of votes shall be deemed duly elected and the Officer conducting the meeting shall proceed to the election for the next office in the same order as they set forth above.  Upon completing the election of Officers the Officer conducting this meeting shall proceed to conduct an election in the manner set forth below in this paragraph to elect the same number of Directors as set forth on the Slate.  For the purposes of this election, those persons set forth on the Slate shall be deemed as having been properly nominated for the office of Director.  In addition, the Officer conducting the meeting shall call for nominations from the floor and shall accept nominations until such time as no further nominations are forthcoming.  At that time the nominations for said office shall close and those nominees from the floor as well as those from the Slate shall be deemed candidates for the position of Director.  If no nominations from the floor are forthcoming, then the nominees set forth on the Slate for the position of Director shall be deemed elected.  In the event that there are nominations from the floor, then the elect of Directors shall proceed as follows, to wit:  Each member present and entitled and eligible to vote shall have a number of votes equal to the number of Directors being elected and shall cast as many of said votes as he or she elects, provided however that no more than one vote shall be cast for any one candidate.  Those candidates equal in number to the number of Directors being elected who receive the highest number of votes shall be deemed elected.  

VII. MEETINGS

    A.  Meetings of the Council

    (1)  Annual meetings.

The annual meeting of the members shall coincide with the Regular Meeting of the Council held during the month of May during each Annual Year of the Council or at such other date and time as may be designated by a majority vote of the Board of Directors.

    (2)  Regular Meetings
Regular meetings shall be held on the 3rd Thursday of September, October, November, January, February, April, and May at such time of day as may be designated by the Board of Directors or on such other date and time as may be designated by a majority vote of the Board of Directors.

(3)  Special Meetings
Special Meetings of the members, for any purpose or purposes, may be called at any time by resolution of a majority of the Board of Directors, by the President acting alone, or by a majority of the members.  

(4)  Place of meetings
Meetings of the members shall be held at such place as may be designated by the Board of Directors.

(5)  Quorum
Unless otherwise specifically stated elsewhere in these Articles of Association, twenty (20) members of the Council shall constitute a quorum for any annual, regular or special meeting of the Council.

(6)    Voting
Unless otherwise provided elsewhere in these Articles of Association, each member shall be entitled to one vote at any meeting or upon any issue.  A majority of the votes cast at a meeting, at which a quorum is present, shall be sufficient to pass any measure at such meeting, except as may be otherwise provided by these articles.  Only a Member in Good Standing shall be entitled and eligible to vote at any annual, regular or special meeting of the members of the Council.

(7)  Notice of meetings
A written notice of each meeting shall be given to each of those members who are a Member in Good Standing.  Said notice may be given via any one or combination of more than one of the following methods, to wit: (a) email transmitted to the last email address of the member appearing on the records of the Council; (b) U.S. mail addressed to the member at the last address appearing on the records of the Council; or (c) facsimile transmission to the last fax number appearing on the records of the Council at least 10 days prior to such meeting.  Such notices shall specify the time and place of the meeting, and in the case of a special meeting the nature of business to be transacted.

B.  Meetings of the Board of Directors

(1)  Annual meetings
The annual meeting of the Board of Directors shall take place at the call of the President as soon as practicable after the annual meeting of the membership and the election of the Board of Directors.

(2)  Regular meetings
The Board of Directors shall hold regular meetings at such times as may be determined by the Board of Directors at the annual meeting of the Board of Directors or as scheduled and called by the President.

(3)  Special meetings
Special meetings of the Board of Directors, for any purpose or purposes, shall be called at any time by the President or by a majority of the Board of Directors

(4)  Place of meetings
Meetings of the Board of Directors shall be held at such place or places as may be designated by the President or the Board of Directors.  Meetings may also be held via email communication, video conferencing, or via any other electronic means that permits the members of the Board of Directors to communicate with each other and cast votes provided each member of the Board of Directors is given at least 48 hours notice by email with instructions on how to connect to said meeting.

(5)  Quorum
A majority of the membership of the Board of Directors shall constitute a quorum for the transaction of business of the Board of Directors at any meeting of the Board of Directors.  

(6) Voting
All members of the Board of Directors shall be entitled to one vote on any and all matters presented, considered and voted on at any regular or special meeting.  

VIII. AMENDMENT

These Articles of Association may be amended or repealed or new Articles adopted at any time or from time to time at a meeting called for that purpose as follows, to wit:

A. Petition by Members:

New Articles of Association may be adopted and existing Articles of Association may be repealed or amended by filing a petition setting forth proposed new Articles or by filing a petition seeking to repeal or amend existing Articles and which shall have been served upon any Officer of the Council.  Said petition shall contain the original signature of the petitioner and fourteen members of the Council each of whom must be a Member in Good Standing at the time said petition is presented served.  In addition to the original petition, petitioner must also submit an electronic version of same to the Officer upon whom the original was served.  After receipt of both the original and electronic versions of the petition, said Officer shall email the electronic version to the Board of Directors.  At the next regular meeting of the Board of Directors the Board of Directors shall vote to either favorably or unfavorably recommend the petition to the members of the Council.  In addition, the Board of Directors may present amendments to the petition.  The petition and any amendments thereto proffered by the Board of Directors shall be posted on the Council’s website.  Each Member in Good Standing of the Council will be notified of this meeting in the manner set forth in paragraph 7A(7) of Article VII using any one or combination of methods therein set forth.  Only those Council members who are a Member in Good Standing and present at said meeting shall vote.  Said vote will not take place unless a quorum consisting of twenty five percent (25%) of the membership of the Council entitled to vote is present at said meeting.  If the required quorum is not present to vote at said meeting, the vote will be continued to the next regular meeting (meeting the 25% quorum requirement) of the Council with notice being provided to the membership in the same manner as for the meeting wherein said vote was to have originally taken place.  A separate vote will be conducted to approve the petition and each amendment proffered by the Board of Directors and in order to pass will require a majority vote of those present and entitled and eligible to vote at said meeting.  Absentee voting or voting by proxy will not be allowed.  In the event that the two meetings referenced in this paragraph fail to draw the required quorum, the petition and all amendments thereto will be deemed to have been rejected and the matter will be deemed terminated.

B.  By Directors:

Notwithstanding the right of the members of the Council to adopt, amend or repeal the Articles of Association, the Board of Directors may adopt new Articles of Association or amend or repeal existing Articles of Association by presenting a proposal setting forth new Articles of Association or the repeal or amendment of the existing Articles of Association to the membership at a regular, special or annual meeting of the members of the Council after providing each member of the Council who is a Member in Good Standing with notice of said meeting and posting said proposal on the website of the Council and including same in the notice of the meeting at which said proposal will be voted on.  A quorum of 25% of the members of the Council who are Members in Good Standing will be required before a vote can be conducted.  In the event that a quorum is not present, the vote will be continued to the next regular meeting of the Council membership.  Notice of the continuance of the vote on this matter shall be placed on the website of the Council and in the newsletter announcing the meeting to which the vote was continued.  The failure to have a quorum, as set forth above in this paragraph, present at the meeting to which the vote was continued shall terminate any and all consideration of the proposed new Articles of Association or the proposed repeal or amendment of the existing Articles of Association and same shall be deemed to have failed to win the approval of the Council.  Absentee voting or voting by proxy will not be allowed.  

Notwithstanding the provisions of this Article VIII. AMENDMENT, and without seeking a vote of the membership of the Council, the Board of Directors is hereby authorized in its sole discretion by majority vote of the Board of Directors to annually set the number of Directors within the minimum and maximum limits set forth in subparagraph A) of Article IV. BOARD OF DIRECTORS.