SCAMC Bylaws (rev 2023)

Article I - Name

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

Article II - Principal Office

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

Article III - Membership

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

Article IV - Purposes

The purposes for which SCAMC is formed are:

  1. Accountability: Taking ownership of our actions being fiscally responsible and results-driven, so that our success is aligned with community outcomes.

  2. Advancement: Promoting high standards of management practices and conduct among its members.  Providing education and resources for professional development. Supporting programs and policies designed to enhance the delivery of services to the constituents of Sonoma County.

  3. Care:  Prioritizing wellness at all levels, considering each individual as a holistic being worthy of recognition, respect, empathy, compassion, and advocacy.

  4. Collaboration: Providing opportunities for members to work together in a manner that supports strategic communication, an array of ideas, and a positive outlook on change.

  5. Composition: Striving to reflect and represent the diversity of Sonoma County.

  6. Equity: Endeavoring to minimize the difference in critical markers of health, well-being, and wealth by identifying solutions to achieve that outcome. Explicitly valuing the voices and contributions of the underrepresented and underserved in the community.

  7. Excellence: A commitment to superior public service by designing processes and operations are necessary, clearly defined, and efficiently designed.  Acknowledging collective achievements as well as individual honors.

  8. Innovation:  Creating an environment that supports new ideas and increased efficiency, and developing solutions that have the greatest public benefit.

  9. Leadership:  Maintaining an adaptive management philosophy that consistently seeks out methods for effective, strengths-based leadership being a role model for high standards of behavior.

  10. Stewardship:  Acting as a steward of the public trust as a protector of the community’s fiscal interests, resources, safety, needs, and wellbeing.

Article V - Objectives

The SCAMC’s objectives are:

  1. To present to its members relevant data pertaining to salaries, hours of employment, fringe benefits, working conditions, and all other conditions of employment.

  2. To sponsor and encourage activities tending to improve the morale and contributing to the general welfare of SCAMC members and the service in which they are employed.

  3. To only engage in activities and exercise rights and powers as may be authorized for informal employee organizations under the laws of the State of California.

  4. To take all necessary and proper steps for the accomplishment of these objectives.

Article VI - Dues and Assessments

  1. The Board may set dues schedules for memberships, and may establish an annual membership fee and other fees as needed to be assessed from the members.

  2. Changes to fees will be subject to a two-thirds vote of the members of the Board of Directors eligible to vote.

Article VII - Meetings of SCAMC Members

  1. General meetings shall be held not more than quarterly at such times and places as may be determined by the Board of Directors for the transaction of such business as may be appropriate.

  2. Special meetings of the members may be called by the Chairperson, by a majority of the Board of Directors, or by a petition of ten (10) members of SCAMC signed and delivered to the Chairperson. No business except that for which notice has been given shall be transacted at any special meeting. A quorum of twenty-five per cent (25%) of members is required to transact business at special meetings.

Article VIII - Board of Directors

  1. SCAMC shall be governed by a Board of Directors consisting of twelve (12) members elected by ballot of SCAMC members. Of the twelve members of the Board of Directors, five shall be officers (Chairperson, Vice-Chairperson, Corresponding Secretary, Recording Secretary, and Treasurer) and seven shall be Directors. All are required to be SCAMC members. The Chairperson, with a majority vote of the Directors, may appoint Ad Hoc members who will be non-voting Directors.

  2. The Board of Directors shall have full authority to perform all functions that SCAMC might do or perform, including the administration of all business on behalf of the membership within the bounds of authority granted to it by the membership. It shall direct the expenditure of SCAMC funds, but it may not direct expenditures of the funds in excess of the current balance of SCAMC accounts. Annually, it shall present a fiscal account to its membership.

  3. The Chairperson of SCAMC shall be the Chairperson of the Board of Directors.

  4. A majority of the Board of Directors shall constitute a quorum for the transaction of business, except that, if the office of any officer or Director shall become vacant for any reason, a majority of the remaining Directors, even if such a majority is less than a quorum, may elect a successor to hold office for the unexpired portion of the term of the officer or Director and until his successor shall have been duly chosen.

  5. The members of the Board of Directors shall be elected for a term of two years. 

  6. Should a member of the Board of Directors miss two consecutive meetings of the Board without prior notice, she/he shall be notified by the Secretary that a third absence from a Board meeting may remove him/her as a member of the Board of Directors. In such an event, the Board may designate a successor for the remainder of the term.

  7. Should a member of the Board of Directors cease to be an employee of Sonoma County, or cease to be in a category eligible for SCAMC membership, his/her position on the Board shall be vacated upon the effective date of change in status. In such an event, the Board will designate a successor for the remainder of the term.

  8. Meetings of the Board of Directors are open to the general SCAMC membership. A general member may express his or her opinions but may not vote on any issues before the Board.

  9. The Board of Directors shall meet at least once per quarter to discuss SCAMC business. Directors shall be notified at least two weeks in advance of the location of the meetings by the Secretary. Additional meetings of the Board may be summoned by the Chairman of the Board or by five members of the Board . Notification of such additional meetings must be given at least seventy-two hours in advance of such meetings by the Secretary of the Board.

Article IX - Officers

  1. The Chairperson, Vice Chairperson, Corresponding Secretary, Recording Secretary, and Treasurer shall be elected by the Board of Directors.

  2. The Chairperson shall not succeed himself/herself for more than four consecutive years. 

Responsibilities of Officers:

  1. Chairperson. The Chairperson shall preside at all meetings of SCAMC and of the Board of Directors, appoint all committee chairpersons, and perform all duties of supervision, direction, and control of the business and the officers of SCAMC. When any questions of parliamentary procedure shall arise which are not provided for in the Bylaws, the Chairperson or presiding officer shall be governed by the provisions of "Robert's Rules of Order."

  2. Vice-Chairperson. The Vice-Chairperson shall perform all the duties of the Chairperson during the Chairperson’s absence or inability to act, and during the period of any vacancy in the office of the Chairperson.

  3. Corresponding Secretary. The Corresponding Secretary shall draft and send all notices required by these Bylaws; distribute informational updates to members, and coordinate meetings and presentations.

  4. Recording Secretary. The Recording Secretary shall take notes and prepare minutes and records of all SCAMC meetings.

  5. Treasurer. The Treasurer shall receive and collect dues and assessments and deposit such monies in the SCAMC account, pay all SCAMC bills authorized by the Board of Directors, report to each Board of Directors meeting a full accounting of all monies received and disbursed since the previous report, annually report to the general membership a full accounting of SCAMC's accounts, and deliver all monies, books, records, and other SCAMC property to the succeeding Treasurer.

    6.  Committee chairpersons.  Committee chairpersons will provide updates for their committees at all Board meetings, or file a report via email if they are unable to attend a board meeting.

Article X - Elections

  1. Each Director of SCAMC shall be elected for a term of office of two years.

  2. The Chairperson and Directors of SCAMC shall be elected prior to the end of the calendar year; and they shall assume office at the first Board meeting in January.

  3. No earlier than August 1 and not later than November 1 each year, the Board of Directors shall appoint a Elections Committee to be chaired by an officer or Director who is not running for election. The Elections Committee shall consist of three to five members of SCAMC, none of whom are running for election and no two members from the same county department.

  4. Any SCAMC member may be nominated for a position on the Board of Directors by filling out and submitting the required form as specified by the Elections Committee, on or before the closing date of that year’s nomination period. The form must include: Signatures of five current SCAMC members who support the nomination, and a signed statement from the candidate that they will serve, if elected. The Election Committee  shall verify membership status of all candidate endorsements. Additionally, the candidate may submit a statement defining his or her goals in seeking to serve the SCAMC membership. The statement may be no more than one-half of a standard page, single spaced.

  5. Along with the names and statements of nominees, the Elections Committee shall ensure that all members receive a ballot containing the names of the nominees for members of the SCAMC Board of Directors. The ballot shall designate the name and department of each nominee. If a nominee has not submitted a written goals statement for SCAMC membership, this fact shall be noted in the ballot materials.

  6. Ballots shall be returned to the Elections Committee in sealed envelopes (or by board approved electronic means, should the election be conducted electronically) by the closing date of that year’s election,  in accordance with the instructions included with the ballot.

  7. After the closing date of the current year’s election, as set by the SCAMC Board and Election Committee, the envelopes shall be opened and the votes shall be counted by the Elections Committee. The election results shall be reported to the SCAMC Chairperson by the date of the next SCAMC Board meeting.

  8. Nominees for Directors who have the largest numbers of votes will be considered elected. In the event of a tie for the final position on the Board, the seated Board shall cast one vote to break the tie. The result of the Board's vote will be determined by a simple majority of eligible voting Board members.

  9. If the number of nominees does not exceed the number of vacancies on the Board of Directors at the time of the election, no election shall be held and the nominees shall be considered elected to the Board of Directors.

    10. The election results shall be announced to the current Board of Directors, and emailed to the membership promptly after the Elections committee determines who has been elected. The newly elected Directors shall be introduced at the next General Membership meeting.

Article XI - Committees

  1. The Board of Directors shall be empowered to designate any committee that the Board deems necessary.

  2. The Chairperson of each committee shall be selected from the Board of Directors.

  3. The term of office of the committee chairperson and the committee members expires at the end of the calendar year during which they were appointed.

  4. Each committee shall have at least three SCAMC members.

  5. Each committee shall maintain a record of its proceedings and shall report to the Board of Directors as necessary. Additionally, committee reports shall be presented at General Membership meetings.

Article XII - Amendments

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

Article XIII - Dissolution

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