Notice to All CEMA Members: Election to amend CEMA Articles of Incorporation

Notice to All CEMA Members: Election to amend CEMA Articles of Incorporation


Notice to All CEMA Members

Election to amend CEMA Articles of Incorporation

Official Rules and Procedures


Proposed Notice


CEMA will be conducting a special election with proposed amendments to its Articles of Incorporation. At the CEMA Executive Board Meeting on Monday, February 5, 2018, the CEMA Executive Board voted and authorized the CEMA Election Committee to conduct the special election to amend the CEMA articles of Incorporation.

Reason for Proposal:

The amendments are proposed for the following reasons:

The amendment to Article II brings CEMA into compliance with state laws governing mutual benefit corporations, which is the statute that CEMA is organized under.

The amendment to Article III restates CEMA’s purpose from the original articles, and authorizes CEMA to do everything within its legal authority under state law.  The limitation on CEMA’s authorities is as legally required, and no more.

CEMA’s original articles of incorporation were modeled after a 501©(3) non-profit charitable organization, which CEMA is not.  CEMA is a 501©(5) and our current language contains more exclusions the law requires.

The amended articles, which consists of amendments to Articles TWO and THREE, would read as follows:

Article Two:

“This corporation is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law.  The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law.  This corporation does not contemplate pecuniary gain or profit to the members thereof and is organized for non-profit purposes.”

Article Three:

“The purpose for which the Corporation is formed are:

  1. a) The specific and primary purpose is to represent County employees, considered Management, in discussions and negotiations with County government in the County of Santa Clara.
  2. b) The general purposes and powers are to have and exercise all rights and powers conferred on non-profit corporations under the laws of California, including the power to contract, rent, buy or sell personal or real property, provided, however, that this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this Corporation.”

Ballot Language


YES I vote to accept the proposed amendments to the Articles of Incorporation,


NO I reject the proposed amended Articles of Incorporation.


The special elections will take place at six locations over a 10-day period.

Two Election Committee Members will be at each location.  Ballots will be issued after signing in.  Only CEMA members in good standing as determined by the most recent County listing, as of May 25th CEMA eligibility list are eligible to vote.  Ballots cannot be taken from the room.  Voted ballots will be placed in a serial numbered and sealed ballot envelope and put into a ballot container.

Ballot Count

Immediately after each voting session, the ballot container will be opened by two Election Committee Members.  Election Committee members will count the number of voted ballots, compare to the number of ballots issued and reconcile against number of members that signed in at the site. The Election Committee Members will document the count and reconciliations on an Official Ballot Statement.  The Election Committee members are not to infer or mention to anyone what they have seen prior to final ballot tally release.  The Election Committee members present at each voting site will place the completed Official Ballot Statements and sealed ballot envelopes back into the sealed container and seal the container with a tamper proof seal.  Following the last voting session the Election Committee will:

  1. Open each of the six ballot containers and reconcile the ballot statement against the number of sealed ballots in the container.
  2. Only after the ballot statement totals and the number of sealed ballots reconcile, the Election Committee will open the sealed ballots.
  3. The ballots will be separated from the sealed envelope, placed into yes and no piles, and tabulated total yes/no count.
  4. Results will be verbally announced at the end of the tabulation.
  5. Following the tabulation of the ballots, a message will be written by the Election Committee to be sent to both the Members and the CEMA Executive Board.
  6. CEMA Staff will send an E-Blast with the message to CEMA Members and the Executive Board.
  7. CEMA Staff will post the message on the CEMA website.
  8. The Election Committee will write a report of results that will be submitted to the CEMA Executive Board.

See below for the time schedule.


Challenges are to be submitted to the CEMA office per the below schedule.  Challenges must be submitted in writing and will be considered valid only if they cite a specific violation(s) of election rules, procedures or bylaws and if the alleged violation(s) may have affected the outcome of the election. The Election Committee shall investigate and resolve challenges per the below schedule. The Election Committee may order a rerun of all or part of the election.



Challenges that are denied or cannot be resolved by the Election Committee, may be appealed in writing to the Executive Board per the below schedule.   The CEMA Executive Board, shall investigate and respond per the below schedule.  Appeals are to be submitted to the CEMA office. Appeals will be considered valid only if they meet the criteria specified for challenges in the previous section.



These are the official time lines governing this election.


4/27/18                       E-mail Election 30- day Notice to CEMA Membership.


Voting schedule: (5/29/18-6/8/18)



5/29/18               Courthouse-Judicial Conference Room, Tuesday, May 29, 2018, Time: 1130am-130pm.


5/30/18               South County-OE3 Morgan Hill Office, 325 Digital Drive, Morgan Hill, 95037

Wednesday, May 30, 2018.  Time: 1130am-130pm.


6/1/18     70 West Hedding, Lower Level Conference Room, Friday, June 1, 2018, Time: 1130am-130pm



6/6/18              1553 Berger Drive, 2nd Floor AEM Room-Wednesday, June 6, 2018 Time: 1130am-130pm


6/7/18    VMC-2325 Enborg Lane, AOB Seminar Room, First Floor, Time:  1130am-130pm



6/8/18     SSA, 333 W. Julian Street, San Jose, Auditorium Room, first floor, Friday, June 8th  10 am-1230 pm

6/8/18             The Elections Committee tally’s all ballots and verbally provides results.

6/8//18            CEMA Staff provides results in EBlast to members and Executive Board.

6/8/18             CEMA Staff posts the results to the CEMA website.

6/18/18         The Elections Committee’s written report to the Executive Board is heard at its June 18th meeting.

6/18/18                       Deadline for submission of challenges.

7/2/18             Election Committee resolution of challenges.

7/9/18                       Deadline for submission of appeals.

7/23/18                       Executive Board resolution of appeals.




Election Committee Members
Chair: Jesse Castaneda:

Member:  Mike Fong:

Member: Rebecca Haggerty:

Member: Mary Irving:

Member: Tracy Cunningham:   

CEMA Staff Nancy Rocha-Ortiz