2019 Bylaws

Restated Bylaws of the


A California Nonprofit Mutual Benefit Corporation

Effective July 18, 2019



The name of this corporation shall be Northern California Recycling Association.




The corporation does not maintain a fixed principal office though the Board has the power to fix such office. The corporation’s mailing address shall be P.O.Box 5581, Berkeley, Ca 94705, or such other address as the Board may direct from time to time.




The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the California Nonprofit Mutual Benefit Corporation Law. Notwithstanding any other provisions herein or in this corporation’s articles of incorporation, this corporation shall not engage in any activities or exercise any powers which would prevent it from qualifying as an “exempt organization” under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

The overall purpose of this organization shall be to promote waste reduction, reuse, recycling, salvaging, and composting as vital tools for resource and energy conservation and as cost-effective, environmentally-sound methods of disposing of discarded materials.

As a means to this end, this organization shall encourage member businesses, governmental entities, and individuals to exchange information freely; shall promote sound and ethical business practices in the field of recycling; and shall develop programs to help obtain or secure the land, labor, capital, and contracts necessary for members to operate as recyclers.


The principles upon which this corporation is founded, are set forth below:

Reduce, Reuse, Recycle. The most economical and conservative approach to handling discarded materials is first to reduce their generation as much as possible; next to reuse them as much as possible; and finally to recycle them as much as possible, including by composting.

Responsibility. Local governments must accept responsibility for achieving maximum reduction, reuse, and recycling of the community’s discards, whether through public or private mechanisms. This responsibility should be exercised through community-wide planning entities that broadly represent the major interest groups active in the disposal field. These groups may include landfill and transfer station operators; nonprofit and for-profit recycling entities; collection service providers; educational and political organizations; local governments; and manufacturers who use recycled feedstocks.

Planning Hierarchy and Content. State, county, and city plans should require maximum waste reduction, reuse, recycling, salvaging, and composting before allowing discarded materials to be committed to landfilling or incineration. These plans should require composition studies of the entire discard supply to gather the data necessary to plan for maximum recycling.

Financing. Reducing, reusing, and recycling deserve adequate capitalization and operating funds through user fees and any funding mechanisms available to other collection and disposal methods.


Membership in this organization does not imply that every member accepts all policies of the organization; however, people who join understand that the following are standing policies of the organization, supported by the majority of the members:

Scope. Within five years of beginning a comprehensive program, most communities can dispose of from 40% to 75% of their discarded materials using currently available reuse and recycling technologies.

Categories. Practical recycling technologies exist for twelve master categories of recyclable material, which together constitute everything that is now landfilled as mixed garbage and trash. These categories are: paper; plant debris; wood; putrescibles; soils; ceramics; metals; glass; plastics; textiles; chemicals; and reusable goods. Composition studies and recycling-rate calculations should systematically measure the relative proportion of these materials that are being landfilled or recycled at any given time. Recycling systems should be called comprehensive only if they include methods for handling all twelve of the recyclable categories.

Methods. Collection methods now proven cost-effective on a large scale include: curbside collection of residential and commercial discards; buyback centers; drop-off centers; materials recovery facilities; and salvage. Proven processing methods include source-separation, handsorting, dismantling, repairing, shredding, crushing, screening, baling, magnetically separating, and composting.

Market Development. Tax credits, content standards, zoning preferences, and government procurement requirements are effective ways to stimulate manufacturers to use more recovered materials.

Burning. Burning mixed municipal wastes is the least environmentally sound and most wasteful method of handling discarded materials.

Product Charges. Container deposits, advance disposal fees, and other product charges are effective ways to reduce waste and litter, and to responsibly pay the disposal cost of some manufactured goods.

Funding. Collection and disposal fees should provide adequate funding for recycling, salvaging, and composting. Recyclers should be allowed and encouraged to charge disposal fees as needed to support their operations.

Source Separation. Source separation of discarded materials should be encouraged by variable rate structures, required by ordinances, or both.


To accomplish its purpose according to its principles and policies, the corporation has established the following programs:

Advocacy. The organization will encourage communities to incorporate waste reduction, reuse, recycling, salvaging, and composting as the principal part of their discard management systems; will encourage long-range policies that facilitate recycling; and will oppose policies that inhibit recycling.

Education. The organization will carry on programs to exchange information among recyclers; to provide information to decision-makers about recycling; and to provide information to the public about recycling and its capabilities.

Research and Development. The organization will periodically publish information documenting the progress and potential of recycling technologies and programs; will assist other individuals or groups in complementary projects; and will help communities and other groups develop programs.

Chapters. When the number of members living in a geographically convenient area reaches 25, they may apply collectively for recognition as a chapter. The primary purpose of chapters shall be to provide a way for members to meet regularly to discuss matters of mutual concern. Once recognized, chapters will be expected to govern their conduct by reference to these bylaws.




Any person eighteen years of age or older, of good character, dedicated to the purposes of this corporation, may become a member and shall remain a member so long as they are current in payment of dues and fees assessed by the Corporation. Members will be given 30 days’ notice of any delinquency in payment of dues and fees and will not have their membership terminated until such 30 days elapses without payment.




Meetings of the membership shall be held at any place designated by the board of directors.


The annual meeting of members shall be held on the third Thursday of April each year, unless the board of directors fixes another date and so notifies the members as provided in Section 4 of this Article V. If the scheduled date falls upon a legal holiday, the meeting shall be held the next business day.


(a) Who may call:  A special meeting of the members may be called at any time by any of the following: The board of directors, the president, or five percent or more of the members.

(b) General notice contents. All notices of meetings of special meetings of members shall be sent or otherwise given in accordance with this Article V not less than 25 nor more than 90 days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and the general nature of the business to be transacted, and no other business may in that case be transacted.

(c) Notice of certain agenda items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also provide details of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the details of the proposal(s):

  1. Removing a director without cause;
  2. Filling vacancies on the board of directors by the members;
  3. Amending the articles of incorporation;
  4. Approving a contract or transaction in which a director has a material financial interest;
  5. Approving a plan of distribution of assets, other than cash, in liquidation when the corporation has more than one class of memberships outstanding.

(d) Manner of giving notice. Notice of any special meeting of members shall be given either personally or by first-class mail, telegraphic, electronic mail, or other written communication, charges prepaid, addressed to each member either at the address of that member appearing on the books of the corporation or the address given by the member to the corporation for the purpose of notice. An affidavit of the mailing or other means of giving any notice of any members’ meeting may be executed by the secretary, assistant secretary, or any and if so executed, shall be filed and maintained in the minute book of the corporation.


(a) Percentage required. Twenty percent of the members shall constitute a quorum for the transaction of business at a meeting of the members.

(b) Loss of quorum. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.


  1. Eligibility to vote. Persons entitled to vote at any meeting of members shall be regular members as of the date determined in accordance with Section 6 of this Article V, subject to the provisions of the California Nonprofit Corporation Law.
  2. Manner of casting votes. Voting shall be made by secret ballot. Members may cast their votes in person or by proxy and only one vote per member may be cast. To be valid, fully executed proxies must be delivered to the Secretary of the corporation prior to commencement of a vote of the members.


For the purposes of determining which members are entitled to receive notice of any meeting, to vote, to give consent to corporate action without a meeting, or to take any other action, the member must be in good standing pursuant to Article IV as of one day prior to the time of service of the notice of the meeting or one day prior to commencement of balloting for an election for board of directors.




  1. Candidates for election to the board of directors may submit names, including their own, between September 1 and October 1 of each calendar year. This will be announced in the Corporation newsletter. NCRA News, in its August edition and the Corporation will send an email blast to the members no later than September 15, with a reminder. On or before August 1 of each year the president shall appoint a committee to solicit qualified candidates for election to the board of directors. The Board will appoint a nominating committee to monitor the election. Nominating committee members may not be candidates seeking election. NCRA News will publish a list of the nominated candidates in its October edition and will publish the means, methods, and timing of the vote of the members as directed by the Nominating Committee. Balloting shall commence on November 15 of each year and shall remain open for 14 calendar days. Write-in votes shall be allowed.
  2. The election shall be conducted by email in a manner that reasonably assures that only active NCRA members can vote and that only one vote can be cast for each member.


Candidates receiving the highest number of votes shall be elected as directors. In the case where there are multiple vacant seats that are up for election, those receiving the highest votes up to the number of open seats shall be elected. In case of a tie for the last open seat in the election, there will be a runoff pursuant to rules then established by the Board. As an example, if there are 4 open seats and 7 candidates and there is a tie for who has the fourth most votes, a tie will be declared. If the number of candidates is less than the number of open seats, the Board, at its option, shall either confirm the election of the member(s) with the most write-in votes, or may declare the seat(s) open and appoint a Board member(s) as described in this Article.


Five (5) directors shall be elected in each odd-numbered year, and six (6) directors shall be elected in each even-numbered year. Each director shall be elected to hold office for a two-year term and until his or her successor has been duly elected or appointed. If the number of total directors of this corporation changes, the number of directors who will be elected in odd-numbered and even-numbered years will be adjusted to make such numbers as nearly equal as possible.




  1. General corporate powers. The business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of, the board of directors.
  2. Specific powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:
  1.            Select and remove all officers, agents and employees of the corporation; prescribe any powers and duties for them, and fix their compensation.
  2. Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any members’ meeting or meetings, including annual meetings.
  3. Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered documentation for such purposes, in the corporate name.
  4. Fill vacancies on the Board of Directors.
  5.            If a Board member desires that NCRA publish a letter on its letterhead to take a support or oppose position on a matter pending before a governmental body, or a candidate for public office, or otherwise to be published, the following procedure shall be used:


  1. The matter should be submitted to the Board for approval at a regularly scheduled meeting; or
  2. The Board member may write a draft letter and obtain the consent of one other Board member to co-author or approve the letter. Once two Board members agree to the language and the identity of the recipient of the draft letter, the draft letter shall be circulated to all Board members by email, with a notice that the letter will be published as described unless at least two Board members object within 48 hours of sending the email including the draft letter. Unless at least two Board members object within this 48 hour period, the letter may be signed and sent on NCRA letterhead. If two or more Board members object within the 48 hours, then the draft letter will not be sent on NCRA letterhead unless and until approved by the Board at a regularly scheduled meeting.
  3. If a letter is approved to be sent as provided in this section (b)(v), then a subsequent letter taking an identical position may be sent at the request of the original co-authors without any further Board action.


Number of Directors. The number of directors of the corporation shall be eleven (11). Directors need not be residents of the State of California. To be qualified to serve as a member of the Board of Directors, such member must be a NCRA member in good standing.


  1. Events causing vacancy. A vacancy or vacancies in the board of directors shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any director; (ii) removal by the Board for cause as allowed by law or (iii) If the Board determines by majority vote, to remove a Director for the failure of such Director to attend at least three out of any six consecutive meetings of the board of directors. (iv): the failure of a Director to obtain or maintain a permanent email address following not less than 30 days’ notice, telephonic or otherwise, to such Director that a vacancy will be declared for their seat at the next Board meeting after the end of such 30 day period unless such Director obtains, prior to the end of the 30 day period, a permanent email address.
  1. Resignations. Any director may resign, which resignation shall be effective on giving written notice to a corporate officer or to the board of directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office as of the date when resignation becomes effective.
  2. No vacancy on reduction of number of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.


Regular and special meetings of the board of directors shall be held at any place within the State of California. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.


The annual meeting of the Board of Directors shall take place on the same date and time as the annual members meeting. The Board may hold an annual retreat and may transact business at the retreat as if it were a regular meeting of the Board.


Regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without further notice.


  1. Authority to call. Special meetings of the board of directors for any purpose may be called at any time by the president, or any vice president, the secretary, or any two directors.
  1. Notice.
  1. Manner of giving. Notice of the time and place of special meetings shall be given to each director by electronic mail to the director’s address as shown on the records of the corporation.
  2. Time requirements. Notices shall be given at least 48 hours before the time set for the meeting.
  3. Notice contents. The notice shall state the time and place for the meeting and shall give a general description of all items to be considered.


A majority of the (e.g. 6 out of 11 directors in office) number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, so long any action taken is approved by at least 6 board members.


Any action required or permitted to be taken by the board of directors may be taken without a meeting if (7) seven members of the board consent in writing to that action. Such written consent or consents shall be filed with the minutes of the proceedings of the board.


Advisory votes allowed. Nothing in this section shall prevent the board of directors, at any board of directors meeting, from seeking an advisory vote of the members who are present. Advisory votes shall not be binding on the board of directors, and shall be recorded in the minutes of the meeting.




The board of directors may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall set its own rules of procedure and may not take any action reserved to the Board under these Bylaws.




The officers of the corporation shall be a president, a secretary, and a treasurer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of this Article IX. Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as the president or the chairman of the board.


The officers of the corporation shall be chosen by the board of directors, and each shall serve a one year term. Notwithstanding the foregoing, each officer shall serve at the will and pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.


Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the board of directors, at any regular or special meeting of the board.


Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.


A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by the Board at a duly called meeting.


(a) President. Subject to any limitations as may be given by the board of directors, the president shall,  (i) generally supervise, direct, and control the business and the officers of the corporation; (ii) prepare and disseminate the agenda for meetings of the members and of the board of directors; (iii) preside at all meetings of the members and of the board of directors; (iv) represent or designate a representative for this corporation at meetings with other organizations; (v)  in consultation with the Treasurer, prepare and submit to the board of directors an annual budget for the corporation; (vi) address the members at the annual meeting as to the state of affairs of the corporation. The President is also empowered to authorize expenditures of not more than $1000 on matters of urgency where it is impracticable to hold a board meeting to consider the matter in a timely matter. The President shall disclose all such expenditures and shall seek ratification by the Board at the next board meeting held.

(c) Vice presidents. In the absence or disability of the President, the vice presidents, if any, in order of their seniority, shall perform all the duties of the president, and when so acting shall have the powers of, and be subject to all the restrictions upon, the President.

(d) Secretary. The secretary shall attend to the following:

  1.         Book of minutes. The Secretary shall keep or cause to be kept, at a place as the board of directors may direct, a book of minutes of all meetings and actions of directors, and members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at such meetings, the number of members present or represented at members’ meetings, and the proceedings of such meetings. Such records may be kept or stored electronically.
  2. Membership records. The Secretary shall keep, or cause to be kept as determined by resolution of the board of directors, a record of the corporation’s members, showing the names of all members and their contact information. Such records may be kept or stored electronically.
  3. Notices, seal and other duties. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the board of directors required by the bylaws to be given. The Secretary shall keep the seal of the corporation in safe custody.
  4. The Secretary may delegate the electronic maintenance of these records to administrative staff of the corporation but is ultimately responsible for such maintenance.

(e) Treasurer. The Treasurer shall attend to the following:

  1. Books of account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times. The treasurer shall submit an annual financial report to the members and the board of directors at the annual meetings of the members and of the board of directors. Such records may be kept or stored electronically.
  2. Deposit and disbursement of money and valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors; shall disburse the funds of the corporation as may be ordered by the board of directors; shall render to the president and directors, whenever they request it, an account of all of his or her transactions as treasurer and of the financial condition of the corporation; and shall have other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.
  3. In conjunction with the President, shall submit an annual budget for approval by the Board.
  4. The Treasurer may delegate the electronic maintenance of these records to administrative staff of the corporation but is ultimately responsible for such maintenance.
  5. Tax filings: In conjunction with the President, the Treasurer shall prepare and file any and all required tax filings in a timely manner. With approval of the Board, the Treasurer may engage outside professionals to prepare the required tax filings.




Section 1. INDEMNITY

Indemnification. To the fullest extent permitted by law, this corporation shall indemnify its directors and officers, and may indemnify employees and other persons described in Corporations Code §5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.

On written request to the board by any person seeking indemnification under Corporations Code §5238(b) or 5238(c), the board shall promptly decide under Corporations Code §5238(e) whether the applicable standard of conduct set forth in Corporations Code §5238 or 5238(c)has been met and, if so, the board shall authorize indemnification. If the board cannot authorize indemnification, because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the board shall promptly call a meeting of members. At that meeting, the members shall determine under Corporations Code §5238(e) whether the applicable standard of conduct has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under this Article of these bylaws in defending any proceeding covered by those Sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.


The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of the corporation or any agent of the corporation against any liability other than for violating provisions against self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section.




(a) (i) Any member of the corporation may inspect and copy the records of members’ names and addresses and voting rights during usual business hours on five days’ prior written demand on the corporation, stating the purpose for which the inspection rights are requested, or

(ii) obtain from the secretary of the corporation, on written demand and on the tender of the secretary’s usual charges for such a list, if any, a list of names and addresses of members who are entitled to vote for the election of directors, and their voting rights, as of the most recent record date for which that list has been compiled, or as of a date specified by the member after the date of demand. The demand shall state the purpose for which the list is requested. This list shall be made available to any such member by the secretary on or before the later of 10 days after the demand is received or the date specified in it as the date by which the list is to be compiled.

(b) Any member of the corporation may inspect the accounting books and records and minutes of the proceedings of the members and the board and committees of the board, at any reasonable time on not less than 10 days’ notice, for a purpose reasonably related to such person’s interest as a member.

  1. Any inspection and copying under this section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.


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 corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.


(a) In the event the Corporation receives $10,000 or more in gross revenue or receipts during the fiscal year or is otherwise required pursuant to the California Nonprofit Corporation Law, the corporation shall notify each member yearly of the member’s right to receive an annual report. In the event such notice is required and upon written request of a member, the board shall promptly cause the most recent annual report to be sent to the requesting member. If required to provide such notice to members, not later than 120 days after the close of the corporations’ fiscal year, the board shall cause an annual report to be prepared. Such report shall contain the following information in appropriate detail:

  1. A balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.
  2. A statement of the place where the names and addresses of the current members are located.
  3. Any information required by Section 6 of this Article.

(b) The report required by this Section shall be accompanied by any report thereon of independent accountants, or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.



Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both the corporation and a natural person.




New bylaws may be adopted or these bylaws may be amended or repealed by: approval of the members.

Further, where any provision of these bylaws requires the vote of a larger proportion of the members than otherwise required by law, such provision may not be altered, amended or repealed except by vote of such larger number of members. No amendment may extend the term of a director beyond that for which such director was elected.


Subject to the rights of members under Section 1 of this Article XIII and the limitations set forth below, the board of directors may adopt, amend or repeal bylaws. Such power is subject to the following limitations:

(a) The board of directors may not amend or repeal a bylaw provision if such action would:

  1. Materially and adversely affect the rights of members as to voting, dissolution, redemption or transfer;
  2. Increase or decrease the number of members;
  3. Effect an exchange, reclassification or cancellation of all or part of the memberships; or
  4. Authorize a new class of membership.

(c) If any provision of these bylaws requires the vote of a larger proportion of the directors than otherwise required by law, such provision may not be altered, amended or repealed except by vote of such larger number of directors.