the fraternal order of  
real bearded santas

 Article I - IDENTIFICATION

  Section 1: Name

 This organization shall be named: The Fraternal Order of Real Bearded Santas(FORBS), a California-based mutual benefit association registered in Orange County.

 Section 2: Location

       A.      FORBS' address for service shall be:

      23052 Alicia Pkwy H-255, Mission Viejo, CA 92692

B.      Providing diligent notification to the membership, the Board of Directors may designate an alternative address for service within California without amending these By Laws.

    Section 3:  Fiscal Year

 The fiscal year of this association shall be May 1 through April 30 of the following calendar year.

 Article II - OBJECTIVE

 Section 1: Purpose

                The objective & purpose of this Association is to provide opportunities for members to enjoy social interaction, to promote the positive image of Santa and to serve the community by providing Santa services for as many community service groups and organizations as possible. We seek to enhance the spirit of Christmas and the joy of being Santa by fostering the spirit of fellowship among our members with social events throughout the year.

 Section 2: Goals & Tenets

Membership shall be contingent upon agreement & compliance with each of the following:

A.      We endeavor to foster a reverence for the Spirit of Christmas & respect for all children, without regard to race, creed or religious denomination

B.      We pledge to provide professional Santa services to community service organizations including (but not limited to) Boys & Girls Clubs, Scout groups, hospitals, churches, etc.

C.      We pledge to maintain a positive Santa persona at all times when we are in public

D.      We pledge to recommend fellow members for appearances we cannot accept, and to support our group's efforts to serve the best interests of children & the community

E.       We pledge to respect & encourage each member's approach to being Santa, and to seek enhancement of our own skills & enjoyment through peer training & support

Article III - MEMBERSHIP

 Section 1: Member Qualifications

A FORBS Member In Good Standing (MIGS) shall be defined as a resident of the United States who:

A.  Grows & maintains a real beard for the purpose of portraying Santa Claus

B.  Subscribes to FORBS Goals & Tenets as defined in Art. II, Sect. 2

C.  Submits a government-issued photo ID or facsimile thereof

D.  Provides FORBS with a clean background check including:

a) Social Security Identification Verification

b)  State & County of Residence Criminal Database clearance for:

i.  crimes of violence, including domestic  (10-yr minimum)

ii. crimes involving weapons  (10-yr minimum)

iii. any offense designated as a "Hate Crime"

c)  National Sex Offenders Database clearance

 Section 2: Associate Qualifications

A FORBS Associate Member shall be defined as:

A.      The spouse or significant other of a MIGS

B.      Any performer who regularly appears with a MIGS as Mrs. Claus or an Elf

C.      Any surviving Associate who attends at least three (3) national, regional or local FORBS events each year

 Section 3: Dues

MIGS are responsible for payment of annual dues:

A.      Dues shall be assessed & payable by each MIGS on October 1^st of each calendar year

B.      Dues submitted for any new member registering after August 1^st shall be considered current until October 1st of the following year.

C.      Upon registration & payment of initial dues, any Lifetime Member of the international organization formerly known as FORBS may thenceforth suspend payment of annual dues; no new Lifetime Memberships shall be made available

 Section 4: Attendance & Voting

A.      All MIGS & Associates may attend FORBS general meetings & public events

B.      A MIGS may cast one (1) ballot in any FORBS election

C.      Associate Members shall not vote

 Article IV - GOVERNANCE

 Section 1: Board of Directors

A.      Subject to FORBS Articles of Incorporation & Bylaws, as well as California Nonprofit Corporation Law, the business & affairs of the association shall be managed by, and all corporate powers exercised under the direction of, elected Fiduciary Officers governed by a Board of Directors consisting of:

1.       A Chairman elected to that position by the general membership, along with

2.       One (1) Director appointed by each Directing Chapter with 10 or more MIGS

3.       Only MIGS may be elected to the Board of Directors, except:

a.  An Associate Member may be elected by the general membership to hold Fiduciary Office as defined in Article IV, Section 2

 b.  A Directing Chapter may select an Associate Member to be its representative Director to the Board

c.  Any Associate serving as Director or Fiduciary Officer shall have one (1) vote

B.      Chairman of the Board - shall assume his duties immediately upon installation; shall schedule, prepare the agenda for & preside at all Board meetings, and coordinate with the President to insure the orderly implementation of Board decisions.

C.      Vacancy on the Board shall be deemed to exist upon the death, resignation or removal of any serving Director, and shall be filled at the earliest practical opportunity by the Directing Chapter represented, by means of their own selection.

D.      A Directing Chapter may select a different representative Director in conjunction with FORBS annual election of Officers by any means of their own selection, or at any other time by 2/3 vote of Chapter membership

E.       The Board of Directors may, upon 2/3 consensus, instruct a Directing Chapter to recall & replace their designated representative for any of the following reasons :

1)      Disregard of FORBS Goals & Tenets as specified in Article II, Section 2

2)      Engaging in activity deemed by the Board to conflict with the spirit of the association, or

3)      Excessive absences— defined as missing three (3) consecutive scheduled meetings without prior approval by the Board.

F.       Meetings & Quorum - The Board of Directors shall meet quarterly, or as deemed necessary by the Board and/or the President; meetings may be held at any location, or by teleconference; simple majority of total Board members shall be sufficient quorum to transact business.

 Section 2: Fiduciary Officers

In addition to the Chairman of the Board, FORBS-MIGS shall elect Fiduciary Officers:

A.      President (Must be MIGS)- shall attend all announced meetings of the Board of Directors; subject to Board approval, President shall have authority to represent the association, to supervise, direct and generally manage the business & Officers of the association, to establish committees overseeing association activities, and may serve ex-officio as Director. 

B.      Vice President (Must be MIGS)- shall be prepared to preside & discharge the duties of President in the event of Presidential absence or incapacity. As Membership Committee Chair, he shall supervise maintenance of the membership roster & ensure its availability to all MIGS, and shall perform such other duties as may be authorized by the President & the Board.

C.      Secretary (May be Associate)- shall give notice of & attend all Board meetings, ensure accurate Minutes of all Board proceedings, submit those Minutes for Board approval in a timely manner, and upon Board approval shall ensure their availability to the general membership. The Secretary shall also be responsible for association correspondence as instructed by the Directors or Officers.

D.      Treasurer (May be Associate) - shall oversee the Financial Review Committee and be responsible for the accurate & timely preparation of reports to the U.S. Internal Revenue Service & California Franchise Tax Board; shall be responsible for collection & deposit of monies due the association, issuance of payments approved by the Board, and maintenance of account records including receipts & records of all transactions; shall prepare a Periodic Fiscal Report for each scheduled Board meeting, and present an Annual Fiscal Report to the first announced Board meeting after October 1 of each year; shall periodically & personally verify availability to the membership of our most recent Annual Fiscal Report.

E.       Fiduciary Officers shall be elected for two (2) year terms, coincident with the election of Directors, but need not be Directors themselves. No Officer shall serve in the same office for more than four (4) terms unless no other member is willing and qualified to assume that office.

F.       Directors & Officers shall be seated at the first Board Meeting following election, and shall assume their duties immediately

G.      Removal of any elected Officer shall require 2/3 vote of all MIGS

 Section 3: Elections

A.      Election Committee

1.       shall begin no later than September 1^st to solicit nominations of MIGS to stand for election as Officers.

2.       shall ensure by October 15^th that each nomination has been endorsed by at least five (5) MIGS, and accompanied by:

a.       a head-shot type photo;

b.      a candidate statement or résumé, in one hundred (100) words or less;

c.       a current, verifiable background check,  showing no criminal activity.

3.       shall submit a finalized list of nominees to the Board by November 15^th

4.       shall introduce qualified candidates at the Annual Luncheon in January; no speeches, nominations from the floor, circulation of printed material or formal campaigning shall be allowed within the Luncheon, but candidates statements & photos shall be on prominent display outside the room.

B.      Voting

1.       Ballots shall specify all qualified candidates for each office, including the photo & ballot statement submitted by each candidate

2.       Each MIGS may submit a single ballot,  electronically dated or postmarked no later than February 15^th, to the Election Committee. One candidate for each office may receive a vote on each ballot, up to the total number of openings for that election. A ballot shall not be considered if received after February 15^th, or if unsigned by a MIGS; subsequent ballots submitted by the same MIGS shall be void.

3.       Qualified candidates receiving the highest number of votes for each office shall be considered elected; the new slate of Officers shall be announced to the membership immediately & seated at the next Board meeting.

 Section 4: Committees

A.      There shall be five (5) standing committees comprised of members appointed by the Board; each may select their own Chairperson & determine their own desirable number of participants, except the Election Committee, as described in Article IV, Section 4.

1.       Membership Committee - shall maintain the Membership Roster with current information for all members. The Committee shall notify the membership of all activities & benefits, provide information about FORBS, and help prospective & new members learn about the privileges & responsibilities of membership. 

2.       Election Committee - shall be appointed in May of each year, shall consist of an even number of members in good standing & be Chaired by a Director, not up for re-election;  they shall solicit qualified nominations for open Board positions, in accordance with Article IV, Section 3-A; they shall publish & distribute ballots to the membership in accordance with Article IV, Section 3-B; they shall collect, verify & tabulate ballots, reporting election results to the Board.

3.       Financial Review Committee - shall review the Annual Fiscal Report, certify the accuracy of FORBS financial records, examine current accounting procedures and recommend possible improvements.

4.       Community Service Committee - shall coordinate with various community service groups and organizations to facilitate pro bono Santa services by MIGS whenever possible; Community service information shall be compiled, & reported by this committee.

5.       The Activities Committee shall plan and coordinate events for the members as may be specified by the Board and/or the membership, and shall endeavor to help members in divergent geographic areas enjoy the social interaction & community involvement which is the primary objective of this association.

B.      Additional Standing or Ad Hoc Committees may be authorized to research, report, or propose action on items of interest or concern to members— including, but not limited to: dues, fundraising, amendment and/or By-Laws revision— either by the Board of Directors or by majority vote of all MIGS, without amending or revising these By-Laws,.

 Section 5: Chapters

A.      It shall be the policy of FORBS to advance its objectives by encouraging and supporting the formation of Chapters

B.      Any accumulation of five (5) geographically-proximate MIGS may apply to become a Participating Chapter, providing such creation would not harm another Chapter in any way; if approved, they may choose any appropriate name for their group, providing it does not conflict with the name of any other Chapter

C.      Participating Chapters are authorized to use the FORBS name & logo for purposes including, but not limited to, creation of a website with reciprocal links to the FORBS site, provided such sites comport with FORBS Goals & Tenets, Article II, Chapter 2

D.      Upon certification of ten (10) MIGS, any new or Participating Chapter shall become a Directing Chapter, and the number of Directors on the Board shall increase by one

E.       Each Directing Chapter, by means of its own choosing, may appoint one (1) Member or Associate to represent the Chapter to the Board of Directors

F.       The following groups shall be our Founding Directing Chapters, and for that purpose shall initially be exempt from Article IV, Section 5, Part D:

  Article V - GUIDANCE

 Section 1: Conduct of Meetings

 A.      "Rosenberg's Rules of Order: Simple Parliamentary Procedures for the 21st Century" shall be used to guide the conduct of all meetings, except if & when in conflict with these By-laws, or California Statute.

B.      "Roberts Rules of Order, Latest Edition" shall be used as the guide for rules and procedures governing FORBS, except if & when in conflict with these By-laws, or California Statute.

 Section 2: Conflict & Compensation

A.      Directors shall receive no compensation for service; notwithstanding, any Director, Officer or Committee member may receive, upon approval by the Board, reimbursement for actual & necessary expenses incurred in conducting official business or organizing events

B.      All Directors, Officers and Committee members shall be required annually to renew their signatures upon an Agreement of Compliance with FORBS Conflict Policy (Appendix A)

C.      Every Director shall have the absolute right to inspect,  copy and/or make extracts of any & all books, records and documents pertaining to, as well as the real, tangible or fungible properties of,  this association, at any reasonable time, either in person or by designated agent.

  Section 3: Dedication of Assets & Dissolution

A.      The properties and assets of this nonprofit association are irrevocably dedicated to public, educational or charitable purposes. No part of the net earnings, properties or assets of this association shall inure to the benefit of any private person or individual

B.      In the event of the dissolution or winding up of FORBS, any assets remaining, after the payment of all outstanding debts and liabilities, shall be donated to the Boys and Girls Clubs of Orange County. If this is not possible, the remaining assets shall be donated to another Orange County nonprofit children's organization selected by the Board at the time of such dissolution.

 Section 4: Amendment & Revision

A.      These By-Laws may only be amended or revised by two-thirds (2/3) of members voting.

B.      Proposed amendments or revisions, once approved by the Board, must be submitted in ballot form to the entire membership, either electronically or by Postal Service, for at least sixty (60) days prior to the closure of voting.

 C.      Each MIGS may cast a single vote; subsequent ballots by the same member shall be void

D.      By-Law balloting results shall be announced to the entire membership within thirty (30) days; any successful Revision or Amendment shall take effect on that date.