|BYLAWS OF THE MT. SAN JACINTO NATURAL HISTORY ASSOCIATION|
Revised April 1991, August 1997, October 2007, October 2008
The name of this corporation shall be Mt. San Jacinto Natural History Association.
SECTION 1. PRINCIPAL OFFICE
The principal office for the transaction of the business of the corporation is located at Palm Springs, Riverside County.
SECTION 2. OTHER OFFICES
The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.
OBJECTIVES AND PURPOSES
The objective of this corporation shall be:
- To promote the educational and interpretive activities of the State Park System, principally in the Mount San Jacinto Sector of the Inland Empire District,
- to produce and make available to park visitors, by sale or free distribution, suitable interpretive and educational literature and materials, including books, maps, pamphlets, fuel wood, visuals and recordings,
- to acquire display materials or objectives pertaining to the history or natural history of the area for the purpose of adding them to the interpretive collections of the State Park System,
- to develop and maintain a suitable park library for the Long Valley and Idyllwild ranger stations,
- to assist in the development and improvement of interpretive facilities,
- to assist financially and otherwise in the establishment and operation of similar cooperating associations within the Mount San Jacinto Sector,
- to establish and maintain a visitor center in cooperation with the State Park System, and
- to give all possible aid to the State of California in conserving, developing and interpreting the areas of the State Park System for the benefit of the public.
SECTION 1. QUALIFICATIONS
- There shall be seven classes of membership in the corporation: Individual, family, senior, student, supporting, life and honorary.
- Any person eighteen years of age or older, of good character and dedicated to the purposes of this corporation shall be eligible for individual membership upon acceptance of his or her application by the board of directors and payment of such dues and initiation fees as may be determined by the board of directors.
- Any two people who are eligible to be an individual member and who reside at the same address will constitute a family membership upon payment of such dues and initiation fees as may be determined by the board of directors.
- Any person who is 55 years or older and who is eligible to be an individual member shall be eligible for senior membership upon payment of such dues and initiation fees as may be determined by the board of directors.
- Any person who is a full time student and who is eligible to be an individual member shall be eligible for student membership upon payment of such dues and initiation fees as may be determined by the board of directors.
- Other memberships will be supporting, life and honorary with additional qualifications as set by the board.
SECTION 2. FEES, DUES AND ASSESSMENTS
Each member in good standing must pay within the time and on the conditions set by the board of directors, the initiation fee and annual dues in amounts to be determined by the board of directors. The dues and fees
shall be equal for all individual members, but the board of Directors may at its discretion, adjust the fees.
MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETINGS
Meetings of the membership shall be held at any place within the State of California designated by the board of directors. In the absence of any such designation, members meetings shall be held at the principal executive office of the corporation.
SECTION 2. ANNUAL MEETINGS
The annual meeting of members shall be held on a date fixed by the board of directors and a 30 day written notice will be given to the members.
SECTION 3. SPECIAL MEETINGS
A special meeting of the members may be called at any time by any of the following: The board of directors, the president, or ten or more members.
SECTION 4. QUORUM
Those members present shall constitute a quorum for the transaction of business at a meeting of the members.
SECTION 5. VOTING
- Persons entitled to vote at any meeting of members shall be members as of the date determined in accordance with Subsection (b), subject to the provisions of the California Non-Profit Public Benefit Corporation Law.
- Each paid up member, except for family memberships, shall be entitled to cast one vote on all matters submitted to a vote of the members. Each adult from a paid up family membership shall be entitled to cast one vote on all matters submitted to a vote by the members
- Voting may be by voice or ballot, providing that any election of directors must be by ballot if demanded by any member before the voting begins.
- If a quorum is present, the affirmative vote of the majority of the members represented at such a meeting, entitled to vote and voting on any matter (other than the election of directors) shall be the act of the members, unless the vote of a greater number or voting by classes is required by the California Non-Profit Public Benefit
SECTION 6. ACTION BY WRITTEN CONSENT WITHOUT A MEETING
Any action that may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice if approved by written or electronic (email) ballots from at least one more than half of the regular members eligible to vote. All such ballots shall be filed with the recorder of the corporation and maintained in the corporate records. All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted.
ELECTION OF DIRECTORS
SECTION 1. NOMINATIONS AND SOLICITATIONS FOR VOTES
- Nominating Committee.
The president shall appoint a committee to select qualified candidates for election to the board of directors at least 60 days before the date of any election of directors. The nominating committee shall make its report at least 40 days before the date of the election to the board of directors. The president shall designate a member who will forward to each member, with the notice of meeting, a list of candidates nominated.
- Nominations by members.
Members may nominate candidates for directorship at any time before the 40 days preceding such election. Nominees must be current association members. The names of the candidates nominated by members or by the nominating committee shall be placed on the ballot.
SECTION 2. VOTE REQUIRED TO ELECT DIRECTORS
Candidates receiving the highest number of votes shall be elected as directors.
SECTION 1. POWERS
- General corporate powers.
Subject to the provisions of the California Non-Profit Benefit Corporation Law and any limitations in the articles or incorporation or the bylaws relating to action required to be approved by the members, the board of directors will formulate the policies of the corporation and will direct activities through the president, provided that all the activities 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.
- Specific powers.
Without prejudice to these general powers, and subject to the same imitations, the directors shall have power to:
- Select and remove elected officers, agents, and employees of the corporation and prescribe any powers and duties for them that are consistent with the law, with the articles of incorporation and with these bylaws.
- Change the principal executive office or the principal business office in the State of California from one location to another; conduct business within or outside the State of California for the holding of any members’ meeting or meetings, including annual meetings.
- Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidence of debt and securities.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS
The authorized number of directors shall between seven and eleven, as determined by the Board, but shall not to be changed more than once in 12 month period from the time of the last change. Directors need not be residents of the State of California, but shall be members of the corporation.
SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS
A director’s term shall run for three years beginning in January and ending in December of the third year. There will be three cycles for directors’ terms, with the terms in staggered so that approximately equal numbers are elected each year, i.e. 2, 2, and 3 for seven up though 3, 4, and 4 for eleven directors. The board is empowered to set this pattern consistent with the number of directors and the unexpired terms of those currently serving.
Directors shall be elected at the annual meeting of the members, to hold office until the end of the term for which elected and thereafter until successors have been elected. However, if any annual meeting is not held or the directors are not elected at any annual meeting, they may be elected at any special members’ meeting held for that purpose. Each elected director, including a director elected to fill a vacancy or elected at a special members’ meeting shall hold office until expiration of the term for which elected and until a successor has been elected.
SECTION 4. VACANCIES
- Events causing vacancy.
A vacancy on the board of directors shall be deemed to exist on the occurrence of the following:
- the death, resignation, or removal of any director,
- the declaration by resolution of the board of directors of a vacancy of the office of a director who has been declared of unsound mind by an order of the court or judgment of any court to have breached a duty under Section 5130 and following the California Non-Profit Public Benefit Corporation Law,
- the vote of the members to remove a director,
- the increase of the authorized number of directors or
- the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors to be elected at such meeting.
Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the president, the secretary, or 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 when the resignation becomes effective. No director may resign when the corporation would then be left without a duly elected director or directors in charge of affairs. The board may appoint a member to fill a vacancy until the next annual meeting or election.
- 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.
SECTION 5. BOARD ORGANIZATIONAL MEETING
Following the annual election, the board of directors shall hold a meeting for the purpose of organization, election of officers, and the transaction of other business.
SECTION 6. OTHER AND SPECIAL MEETINGS
Other meetings of the board of directors may be held without call at such time as fixed by a majority of the board of directors. Such meetings may be held without further notice. Special meetings of the board of directors for any purpose may be called at any time by the president or any two directors.
SECTION 7. QUORUM FOR ALL BOARD MEETINGS
A majority of the board (a minimum of more than half the number of board members serving) shall constitute a quorum for the transaction of business.
SECTION 8. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the board of directors may be taken without a meeting if all members of the board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.
SECTION 9. FEES AND COMPENSATION OF DIRECTORS
Directors and members of committees shall serve without compensation but may receive such reimbursement of expenses as may be determined by resolution of the board of directors to be just and reasonable.
SECTION 1. OFFICERS
The officers of the corporation shall be a President, a Secretary and a Chief Financial Officer with the title “Treasurer”. The corporation may also have, at the discretion of the board of directors, one or more Vice Presidents and such officers as may be appointed in accordance with the provisions of Section 3 of Article VIII. Any number of offices may be held by the same person, except that, in accordance with applicable California corporate code, neither the Secretary nor the Treasurer may serve concurrently as the President. These officers shall serve without compensation. Some tasks attendant to the duties of the primary officers (e.g., bookkeeping, audits, etc.) may be recompensed if and when so established by the board of directors.
SECTION 2. ELECTION OF
The officers of the corporation and those appointed in accordance with the provisions of Section 3 of Article VIII shall be chosen by the board of directors. The president, secretary and treasurer shall serve for a term of one year. The treasurer may not be an employee of the California Department of Parks and Recreation.
SECTION 3. SUBORDINATE OFFICERS
The board of directors may appoint, and may authorize the president or another officer to appoint, any other officers that the business of the corporation may require, each of whom shall have the title, hold office for a period , have the authority, and perform the duties specified in the bylaws as determined by the board of directors.
SECTION 4. REMOVAL OF OFFICERS
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 or, except in case of an officer chosen by the board of directors, by an officer on whom such power of removal may be conferred by the board of directors.
SECTION 5. RESIGNATION
Any officer may resign at any given time by giving written notice to the corporation. Any resignation shall take effect on 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 party.
SECTION 6. VACANCIES IN OFFICE
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these bylaws for regular appointments to that office.
7. RESPONSIBILITIES OF OFFICERS
The president shall preside at meetings of the members and of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him/ her by the board of directors or prescribed by the bylaws. The president shall, subject to the control of the board of directors, generally supervise, direct, and control the business and the officers of the corporation. In the absence of the president, he/she shall designate from among the board members a temporary president to preside. He/she shall have the authority to execute all contracts binding the corporation, except as otherwise provided for in the bylaws, paragraphs (b) and (c) of Section 7 of Article VIII.
In the absence or disability of the president, the vice-presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the president.
He/she shall have the following duties:
- Take minutes of the meetings of the board of directors and membership meetings. The minutes shall be presented for board or directors’ approval.
- Keep or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees 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.
- Keep, or cause to be kept, at the principal executive office or such other place as determined by resolution of the board of directors, records of the corporate members, showing the names of all members, their addresses, and the class of membership held by each.
- Keep, or cause to be kept, at the principal executive office or such other place as determined by resolution of the board of directors, the seal of the corporation in safe custody.
The treasurer is the chief financial officer for the corporation and is responsible for administering its finances. This position is not filled by a state park employee. If required by the board of directors, the treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of his/her office and for the restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his/her possession, or under his/her control on his/her death, resignation, retirement, or removal from office. The cost of such a bond may be furnished from corporation funds.
The chairperson shall annually appoint and dissolve such standing or special committees as may be necessary or appropriate.
SECTION 1. AUTHORIZED EXPENDITURES
The treasurer or
any other board member shall not authorize expenditures of more than $200.00 without prior approval of the board of directors, unless such expenditure is in payment of obligations incurred as a result of action previously approved by the board, payment for purchases of merchandise for resale ordered by the retail committee, or regular recurring operating expenses.
SECTION 2. NEW
All new ventures in the activities of the association, such as a major publication, handling of a possibly controversial sales item, the purchase of costly objects for museums, the development of interpretative facilities in any state park area, or the purchase of land, shall be approved by the board of directors and expenditures specifically authorized for such purposes by the board before the treasurer may make disbursements in these matters.
SECTION 3. DISBURSEMENTS/ DEPOSITS
The treasurer shall make no disbursements of the corporation’s funds, other than ordinary and necessary business, without authorization from the board of directors. The treasurer shall deposit all funds of the corporation in a bank approved by the board of directors, at frequent intervals (i.e., at least two times a month) and in the name of the association. The treasurer shall render to the president and the directors, whenever they request it at all reasonable times, an account of all his/her transactions as chief financial officer, or transactions done at the direction of the treasurer, and of the financial condition of the corporation. The treasurer shall have other powers and perform such other duties or cause to be performed such other duties, as may be prescribed by the board of directors or the bylaws.
SECTION 4. CORPORATE
All checks drawn by the association/ corporation shall be signed by either the president or the treasurer and one other designated signer. All checks over $500.00 require two signatures. The board of directors shall approve a list of designated signers who shall be current board members. The board of directors shall authorize designated board members to execute all contracts binding the corporation.
SECTION 5. 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 financial records shall be maintained in accordance with generally accepted accounting principles on a cash basis of accounting. The books of account shall be open to inspection at all reasonable times.
Whenever the cash balances of the association are deemed to be in excess of actual needs for the immediate future, the board of directors may authorize the investment of any surplus for interest earning purposes in savings accounts or certificates of deposit at banks or savings and loan associations where deposits are guaranteed by the U.S. Government, in money market funds which are invested entirely in government securities or in United States Government Bonds. Such deposits shall be made in the name of the association with authority for the making of deposits and withdrawals vested in the treasurer or president and a board designated signer.
SECTION 7. PETTY CASH
There shall be no petty cash disbursements except those made by the treasurer or president or their designee from petty cash funds which are authorized for this use. These petty cash funds shall be established not to exceed two hundred dollars ($200.00) at any one station. Reimbursement to the petty cash fund shall be made by check at any time by the treasurer as needed. Such reimbursements must be supported by valid receipts to cover all expenditures made from the fund.
RECORDS AND REPORTS
SECTION 1. INSPECTION OF CORPORATE RECORDS
The State Park System shall be duly authorized to audit the records and review the internal controls of the business operations and evaluate the benefits occurring to the State Park System from its cooperation with the association.
SECTION 2. ANNUAL REPORT TO THE MEMBERS
The annual report to members referred to in and to the extent permitted by the California Non-Profit Public Benefit Corporation Law is expressly dispensed with, but nothing in these bylaws shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the members of the corporation as they consider appropriate. However, the corporation shall provide to the directors, and to those members who request it in writing within 120 days of the close of its fiscal year, a report containing the following information in reasonable detail:
- The assets and liabilities, including the trust funds, of the corporation as of the end of the year.
- The principal changes in assets and liabilities, including trust funds during the fiscal year.
- The revenue or receipts of the corporation, for both unrestricted and restricted to particular purposes, for the fiscal year.
- The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.
- Any information required by California Corporation Code Section 6322.
RELATIONS WITH STATE DEPARTMENT OF PARKS AND RECREATION
The association’s operation in Mount San Jacinto State Park and Wilderness is dependent upon execution of a formal contract with the Director of the California Department of Parks and Recreation for that purpose.
The State Parkâ€™s Superintendent or his/her designated representative will act as a “Cooperating Association Liaison” and will attend regular board meetings to advise and counsel the corporation and monitor activities as they relate to the State Department of Parks and Recreation policies, standards, and guidelines.
The bylaws may be amended by majority vote of the board of directors, and shall ratified by a majority of the voting membership attending a regular or special meeting of the corporation , or through a mailed ballot (postal or email) to the membership, as set forth in Article V above.
The rules contained in the current edition of “Roberts Rules of Order”, newly revised, shall govern the association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and special rules of order, the association may adopt.