Article 1 - Offices
Article 2 - Purposes
Article 3 - Directors
Article 4 - Officers
Article 5 - Committees
Article 6 - Execution of Instruments, Deposits, and Funds
Article 7 - Corporate Records, Reports, and Seals
Article 8 - Fiscal Year
Article 9 - Amendment of Bylaws
Article 10 - Amendment of Articles
Article 11 - Prohibition Against Sharing Corporate Profits and Assets
Article 12 - Members
Article 13 - Associate Members
Article 14 - Sections
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business
is located in Los Angeles County, California.
SECTION 2. CHANGE OF ADDRESS
The county of the corporation's principal office can be changed only by amendment
of these Bylaws and not otherwise. The Board of Directors may, however, change
the principal office from one location to another within the named county by
noting the changed address and effective date below, and such changes of address
shall not be deemed an amendment of these Bylaws:
____________________ Dated: ____________
____________________ Dated: ____________
____________________ Dated: ____________
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or without
the State of California, where it is qualified to do business, as its business
may require and as the board of directors may, from time to time, designate.
SECTION 1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of this corporation shall be:
a. to support those educating children and helping them increase their awareness and understanding of their natural environment. This organization believes in the potential of education to help children perceive and understand environmental principles and problems;
b. to encourage carefully-planned and sustained programs of formal and nonformal education;
c. to seek the development of a personal ethic appropriate to the enhancement of environmental quality, by exploring personal values and providing involvement based on student perceptions, interests and competence;
d. to continuously support educators in their quest for the skills, attitudes and materials so essential to help learners know and care about their environment.
SECTION 1. NUMBER
The corporation shall have not less than three (3) and not more than nine (9)
directors, with the exact number to be fixed within these limits by approval
of the Board of Directors or the members, if any, in the manner provided in
these bylaws. Collectively they shall be known as the Board of Directors. The
number
may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption
of a new Bylaw, as provided in these Bylaws.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation
law and any limitations in the Articles of Incorporation and Bylaws relating
to action required or permitted to be taken or approved by the members, if
any, of this corporation, the activities and affairs of this corporation shall
be
conducted and all corporate powers shall be exercised by or under the direction
of the Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;
b. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
c. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
d. Meet at such times and places as required by these Bylaws;
e. Register their addresses with the Secretary of the corporation and notices of meetings mailed, faxed or emailed to them at such addresses shall be valid notices thereof.
SECTION 4. TERMS OF OFFICE
Each director shall hold office for two years, until the second annual meeting
for election of the Board of Directors as specified in these Bylaws, and until
his or her successor is elected and qualifies.
SECTION 5. COMPENSATION
Directors shall serve without compensation except that they may be allowed
and paid their actual and necessary expenses incurred in attending Directors
meetings.
They shall be allowed reasonable advancement or reimbursement of expenses incurred
in the performance of their regular duties as specified in Section 3 of this
Article. Directors may not be compensated for rendering services to the corporation
in any capacity other than director unless such other compensation is reasonable
and is allowable under the provisions of Section 6 of this Article.
SECTION
6. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine
percent (49%) of the persons serving on the board may be interested persons.
For purposes of this Section, "interested persons" means either:
a. Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or
b. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
SECTION
7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise
provided by the board or at such place within or without the State of California
which has been designated from time to time by resolution of the Board of Directors.
In the absence of such designation, any meeting not held at the principal office
of the corporation shall be valid only if held on the written consent of all
directors given either before or after the meeting and filed with the Secretary
of the corporation or after all board members have been given written notice
of the meeting as hereinafter provided for special meetings of the board.
Any meeting, regular or special, may be held by conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply:
a. Each director participating in the meeting can communicate with all of the other directors concurrently;
b. Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation;
c. The corporation adopts and implements some means of verifying 1) that all persons participating in the meeting are directors of the corporation or are otherwise entitled to participate in the meeting, and 2) that all actions of, or votes by, the board are taken and cast only by directors and not by persons who are not directors.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held on or before November 15, unless
such day falls on a legal holiday, in which event the regular meeting shall
be held at the same hour and place on the next business day.
If this corporation makes no provision for members, then, at the annual meeting of directors held on or before November 15, directors shall be elected by the Board of Directors in accordance with this section. Cumulative voting by directors for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each director shall cast one vote, with voting being by ballot only.
The Chair-Elect of each section will be automatically nominated for election as a director at every annual meeting, resulting in two representatives of each section serving on the Board of Directors. Three directors will be elected at large.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson
of the board, the President, the Vice President, the Secretary, or by any two
directors,
and such meetings shall be held at the place, within or without the State of
California, designated by the person or persons calling the meeting, and in
the absence of such designation, at the principal office of the corporation.
SECTION
10. NOTICE OF MEETINGS
Regular meetings of the board may be held without notice. Special meetings
of the board shall be held upon four (4) days' notice by first-class mail or
forty-eight
(48) hours' notice delivered personally or by telephone, fax or email. If sent
by mail, the notice shall be deemed to be delivered on its deposit in the mails.
Such notices shall be addressed to each director at his or her address as shown
on the books of the corporation. Notice of the time and place of holding an
adjourned meeting need not be given to absent directors if the time and place
of the adjourned
meeting are fixed at the meeting adjourned and if such adjourned meeting is
held no more than twenty-four (24) hours from the time of the original meeting.
Notice
shall be given of any adjourned regular or special meeting to directors absent
from the original meeting if the adjourned meeting is held more than twenty-four
(24) hours from the time of the original meeting.
SECTION 11. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day and
hour of the meeting. The purpose of any board meeting need not be specified
in the notice.
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the board, however called and noticed or
wherever held, are as valid as though the meeting had been duly held after
proper call
and notice, provided a quorum, as hereinafter defined, is present and provided
that either before or after the meeting each director not present signs a waiver
of notice, a consent to holding the meeting, or an approval of the minutes
thereof. All such waivers, consents, or approvals shall be filed with the corporate
records
or made a part of the minutes of the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of a majority of the Board of Directors.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.
When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.
The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.
SECTION 14. MAJORITY ACTION AS BOARD ACTION
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 is the act of the Board of
Directors, unless the Articles of Incorporation or Bylaws of this corporation,
or provisions
of the California Nonprofit Public Benefit Corporation Law, particularly those
provisions relating to appointment of committees (Section 5212), approval of
contracts or transactions in which a director has a material financial interest
(Section 5233) and indemnification of directors (Section 5238e), require a
greater percentage or different voting rules for approval of a matter by the
board.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson
of the Board, or, if no such person has been so designated or, in his or her
absence, the President of the corporation or, in his or her absence, by the
Vice President of the corporation or, in the absence of each of these persons,
by
a Chairperson chosen by a majority of the directors present at the meeting.
The Secretary of the corporation shall act as secretary of all meetings of
the board,
provided that, in his or her absence, the presiding officer shall appoint another
person to act as Secretary of the Meeting.
Meetings shall be governed by Roberts Rules of Order, Revised, as such rules
may be revised from time to time, insofar as such rules are not inconsistent
with or in conflict with these Bylaws, with the Articles of Incorporation of
this corporation, or with provisions of law.
SECTION 16. ACTION BY UNANIMOUS
WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under
any provision of law may be taken without a meeting, if all members of the
board shall individually or collectively consent in writing to such action.
A printed
record of consent via email will be valid. For the purposes of this Section
only, "all
members of the board" shall not include any "interested director" as
defined in Section 5233 of the California Nonprofit Public Benefit Corporation
Law. Such written consent or consents shall be filed with the minutes of the
proceedings of the board. Such action by written consent shall have the same
force and effect as the unanimous vote of the directors. Any certificate or
other document filed under any provision of law which relates to action so
taken shall
state that the action was taken by unanimous written consent of the Board of
Directors without a meeting and that the Bylaws of this corporation authorize
the directors to so act, and such statement shall be prima facie evidence of
such authority.
SECTION 17. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation
or removal of any director, and (2) whenever the number of authorized directors
is increased.
The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.
If this corporation has any members, then, if the corporation has less than fifty (50) members, directors may be removed without cause by a majority of all members, or, if the corporation has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present.
If this corporation has no members, directors may be removed without cause by a majority of the directors then in office.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General.
Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director. If this corporation has members, however, vacancies created by the removal of a director may be filled only by the approval of the members. The members, if any, of this corporation may elect a director at any time to fill any vacancy not filled by the directors.
A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.
SECTION 18. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or
other obligations of the corporation.
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS
To the extent that a person who is, or was, a director, officer, employee or
other agent of this corporation has been successful on the merits in defense
of any civil, criminal, administrative or investigative proceeding brought
to procure a judgment against such person by reason of the fact that he or
she is,
or was, an agent of the corporation, or has been successful in defense of any
claim, issue or matter, therein, such person shall be indemnified against expenses
actually and reasonably incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.
SECTION 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and
maintenance of insurance on behalf of any agent of the corporation (including
a director,
officer, employee or other agent of the corporation) against any liability
other than for violating provisions of law relating to self-dealing (Section
5233 of
the California Nonprofit Public Benefit Corporation Law) asserted against or
incurred by the agent in such capacity or arising out of the agent's status
as such, whether or not the corporation would have the power to indemnify the
agent
against such liability under the provisions of Section 5238 of the California
Nonprofit Public Benefit Corporation Law.
SECTION 1. NUMBER OF OFFICERS
The officers of the corporation shall be a President, a Secretary, a Chief
Financial Officer who shall be designated the Treasurer, and a State Coordinating
Secretary.
The corporation may also have, as determined by the Board of Directors, a Chairperson
of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers, or other officers. Any number of offices may be held by the same
person except
that neither the Secretary nor the Treasurer may serve as the President or
Chairperson of the Board.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of this corporation. Officers shall be elected
by the Board of Directors, at any time, and each officer shall hold office
until he or she resigns or is removed or is otherwise disqualified to serve,
or until
his or her successor shall be elected and qualified, whichever occurs first.
The Chief Financial Officer and State Coordinating Secretary will be selected
from among the three directors elected at large.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may
deem desirable, and such officers shall serve such terms, have such authority,
and
perform such duties as may be prescribed from time to time by the Board of
Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors,
at any time. Any officer may resign at any time by giving written notice to
the Board of Directors or to the President or Secretary of the corporation.
Any such
resignation shall take effect at the date of receipt of such notice or at any
later date specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
The above provisions
of this Section shall be superseded by any conflicting terms of a contract
which has been approved or ratified by the Board of Directors relating to the
employment
of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or
otherwise, of any officer shall be filled by the Board of Directors. In the
event of a vacancy
in any office other than that of President, such vacancy may be filled temporarily
by appointment by the President until such time as the Board shall fill the
vacancy. Vacancies occurring in offices of officers appointed at the discretion
of the
board may or may not be filled as the board shall determine.
SECTION 6. DUTIES
OF PRESIDENT
The President shall be the chief executive officer of the corporation and
shall, subject to the control of the Board of Directors, supervise and control
the
affairs of the corporation and the activities of the officers. He or she shall
perform
all duties incident to his or her office and such other duties as may be required
by law, by the Articles of Incorporation of this corporation, or by these Bylaws,
or which may be prescribed from time to time by the Board of Directors. Unless
another person is specifically appointed as Chairperson of the Board of Directors,
he or she shall preside at all meetings of the Board of Directors. If applicable,
the President shall preside at all meetings of the members. Except as otherwise
expressly provided by law, by the Articles of Incorporation, or by these Bylaws,
he or she shall, in the name of the corporation, execute such deeds, mortgages,
bonds, contracts, checks, or other instruments which may from time to time
be authorized by the Board of Directors.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or
refusal to act, the Vice President shall perform all the duties of the President,
and
when so acting shall have all the powers of, and be subject to all the restrictions
on, the President. The Vice President shall have other powers and perform such
other duties as may be prescribed by law, by the Articles of Incorporation,
or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION
8. DUTIES OF SECRETARY
The Secretary shall:
a. Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date.
b. Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
c. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
d. Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws.
e. Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
f. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.
g. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the "Execution of
Instruments, Deposits and Funds," the Treasurer shall:
a. Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
b. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
c. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
d. Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
e. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.
f. Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
g. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
h. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 10. DUTIES OF STATE COORDINATING
SECRETARY
The State Coordinating Secretary shall:
a. Act as communication officer between Sections, and between the corporation and the Sections, so that they can work together in an effective way.
b. Be responsible for engraving the Howard Bell Award and the dissemination of information about candidacy for the award to the sections. Be responsible for the whereabouts of the perpetual award and bring it to the annual Spring conference. In December send information about candidacy to the units so the information may be put in newsletters. Due date for nominations should be about 6 weeks before the Spring Conference. Arrange for the Executive Board to select a winner.
c. Establish a format for Annual sectional reports.
d. Maintain a current file of Annual Sectional reports.
e. Summarize Annual Sectional reports for approval of Executive Board to be published in section newsletters.
f. Obtain and maintain general liability insurance or event insurance that covers activities of the corporation and of the Sections.
g. Act as a liaison to other organizations in the environmental and outdoor education field, as selected by the Executive Board, and delegate liaison responsibilities as appropriate.
SECTION 11. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution
of the Board of Directors, and no officer shall be prevented from receiving
such salary by reason of the fact that he or she is also a director of the
corporation,
provided, however, that such compensation paid a director for serving as an
officer of this corporation shall only be allowed if permitted under the provisions
of
Article 3, Section 6 of these Bylaws. In all cases, any salaries received by
officers of this corporation shall be reasonable and given in return for services
actually rendered for the corporation which relate to the performance of the
charitable or public purposes of this corporation.
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of directors, designate
two (2) or more of its members (who may also be serving as officers of this
corporation)
to constitute an Executive Committee and delegate to such Committee any of
the
powers and authority of the board in the management of the business and affairs
of the corporation, except with respect to:
a. The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.
b. The filling of vacancies on the board or on any committee which has the authority of the board.
c. The fixing of compensation of the directors for serving on the board or on any committee.
d. The amendment or repeal of Bylaws or the adoption of new Bylaws.
e. The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.
f. The appointment of committees of the board or the members thereof.
g. The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.
h. The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.
By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other committees as may from time
to time be designated by resolution of the Board of Directors. Such other committees
may
consist of persons who are not also members of the board. These additional
committees shall act in an advisory capacity only to the board and shall be
clearly titled
as "advisory" committees.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken
in accordance with the provisions of these Bylaws concerning meetings of the
Board of Directors, with such changes in the context of such Bylaw provisions
as are necessary to substitute the committee and its members for the Board
of Directors and its members, except that the time for regular meetings of
committees
may be fixed by resolution of the Board of Directors or by the committee. The
time for special meetings of committees may also be fixed by the Board of Directors.
The Board of Directors may also adopt rules and regulations pertaining to the
conduct of meetings of committees to the extent that such rules and regulations
are not inconsistent with the provisions of these Bylaws.
ARTICLE 6 - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1.
EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws,
may by resolution authorize any officer or agent of the corporation to enter
into
any contract or execute and deliver any instrument in the name of and on behalf
of
the corporation, and such authority may be general or confined to specific
instances. Unless so authorized, no officer, agent, or employee shall have
any power or
authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable monetarily for any purpose or in any amount.
SECTION
2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors,
or as otherwise required by law, checks, drafts, promissory notes, orders for
the payment of money, and other evidence of indebtedness of the corporation
shall be signed by the Treasurer and countersigned by the President of the
corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit
of the corporation in such banks, trust companies, or other depositories as
the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution,
gift, bequest, or devise for the charitable or public purposes of this corporation.
ARTICLE 7 - CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE
OF CORPORATE RECORDS
The corporation shall keep at its principal office in the State of
California:
a. Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
d. A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal.
Such seal shall be kept at the principal office of the corporation. Failure
to affix
the seal to corporate instruments, however, shall not affect the validity of
any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect
and copy all books, records and documents of every kind and to inspect the
physical properties of the corporation.
SECTION 4. MEMBERS' INSPECTION RIGHTS
If this corporation has any members, then each and every member shall have
the following inspection rights, for a purpose reasonably related to such person's
interest as a member:
a. To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.
b. To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, an alphabetized list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.
c. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a member.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in
person or by agent or attorney and the right to inspection includes the right
to copy
and make extracts.
SECTION 6. ANNUAL REPORT
The board shall cause an annual report to be furnished not later than one hundred
and twenty (120) days after the close of the corporation's fiscal year to all
directors of the corporation and, if this corporation has members, to any member
who requests it in writing, which report shall contain the following information
in appropriate detail:
a. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
b. The principal changes in assets and liabilities, including trust funds, during the fiscal year;
c. The revenue or receipts of the corporation , both unrestricted and restricted to particular purposes, for the fiscal year;
d. The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;
e. Any information required by Section 7 of this Article.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
If this corporation has members, then, if this corporation receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, this corporation shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report.
SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS
This corporation shall mail or deliver to all directors and any and all members
a statement within one hundred and twenty (120) days after the close of its
fiscal year which briefly describes the amount and circumstances of any indemnification
or transaction of the following kind:
a. Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:
(1) Any director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or
(2) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary.
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).
Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.
Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
If this corporation has any members and provides all members with an annual report according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section.
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the first day of July and
end on the last day of June in each year.
ARTICLE 9 - AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of public
benefit nonprofit corporations, these Bylaws, or any of them, may be altered,
amended, or repealed and new Bylaws adopted as follows:
a. Subject to the power of members, if any, to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the Board of Directors unless the Bylaw amendment would materially and adversely affect the rights of members, if any, as to voting or transfer, provided, however, if this corporation has admitted any members, then a Bylaw specifying or changing the fixed number of directors of the corporation, the maximum or minimum number of directors, or changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (b) of this Section; or
b. By approval of the members, if any, of this corporation.
ARTICLE 10 - AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES
BEFORE ADMISSION OF MEMBERS
Before any members have been admitted to the corporation, any amendment
of the Articles of Incorporation may be adopted by approval of the Board of
Directors.
SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS
After members, if any, have been admitted to the corporation, amendment of
the Articles of Incorporation may be adopted by the approval of the Board of
Directors
and by the approval of the members of this corporation.
SECTION 3. CERTAIN AMENDMENTS
Notwithstanding the above sections of this Article, this corporation shall
not amend its Articles of Incorporation to alter any statement which appears
in the
original Articles of Incorporation of the names and addresses of the first
directors of this corporation, nor the name and address of its initial agent,
except to
correct an error in such statement or to delete such statement after the corporation
has filed a "Statement by a Domestic Non-Profit Corporation" pursuant
to Section 6210 of the California Nonprofit Corporation Law.
ARTICLE 11 - PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION
1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, director, officer, employee, or other person connected with this
corporation, or any private individual, shall receive at any time any of the
net earnings
or pecuniary profit from the operations of the corporation, provided, however,
that this provision shall not prevent payment to any such person of reasonable
compensation for services performed for the corporation in effecting any of
its public or charitable purposes, provided that such compensation is otherwise
permitted
by these Bylaws and is fixed by resolution of the Board of Directors; and no
such person or persons shall be entitled to share in the distribution of, and
shall not receive, any of the corporate assets on dissolution of the corporation.
All members, if any, of the corporation shall be deemed to have expressly consented
and agreed that on such dissolution or winding up of the affairs of the corporation,
whether voluntarily or involuntarily, the assets of the corporation, after
all debts have been satisfied, shall be distributed as required by the Articles
of
Incorporation of this corporation and not otherwise.
SECTION 1. DETERMINATION OF MEMBERS
If this corporation makes no provision for members, then, pursuant to Section
5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California,
any action which would otherwise, under law or the provisions of the Articles
of Incorporation or Bylaws of this corporation, require approval by a majority
of all members or approval by the members, shall only require the approval
of the Board of Directors.
ARTICLE 13 – ASSOCIATE MEMBERS
SECTION 1. ASSOCIATE MEMBERS
The qualification of associate members in the corporation is any individual,
organization, agency or business that believes in the value of environmental
and outdoor education, and specifically believes in the purposes stated in
Article 2.
SECTION 2. ADMISSION OF MEMBERS
Applicants will be admitted to associate membership on making application in
writing or through verified electronic communication and the payment of applicable
membership dues.
SECTION 3. CATEGORIES AND DUES
The Board of Directors may establish categories of associate membership,
membership dues, and membership benefits.
SECTION 4. TERMINATION OF MEMBERSHIP
Associate membership may be revoked by vote of the Board of Directors.
SECTION 1. CREATION OF SECTIONS
A Section may be created upon application of 25 or more associate
members to and with the approval of the Board of Directors. This application
shall be
submitted for approval in written form. A Section may select any appropriate
geographic
boundary, providing no infringement is made on an area within previously established
Sections and approval is given by the Board of Directors. Existing Sections
may redistrict their boundaries, either becoming smaller or larger, providing
all
involved Sections agree, all sections maintain the required 25 associate members,
and approval of the Board of Directors is obtained. Sections may be terminated
by the Board of Directors for inactivity exceeding one year, or for actions
outside constraints set by the Board of Directors, or for actions outside commonly
accepted
practice in nonprofit organizations.
SECTION 2. DELEGATION TO SECTIONS
The Board of Directors may delegate to a section any responsibility or governance
requested by the section, including but not limited to: 1) management of
associate members; 2) newsletters and other communication with associate
members; 3)
sponsorship of section and state conference, workshops, and other activities;
and 4) fiscal
responsibility.
SECTION 3. FISCAL RESONSIBILITY
Sections may be delegated fiscal responsibility and may operate
with their own funds or funds allocated by the Board of Directors. To fulfill
the section
fiscal
responsibility, the section Treasurer will;
a. maintain financial records of the section, consistent with generally accepted accounting practice
b. submit quarterly financial reports to the Board of Directors;
c. maintain all records necessary to support state and federal nonprofit status, and submit to the Board of Directors in a timely manner;
d. develop a section budget for each fiscal year, and submit the budget approved by the section council to the Board of Directors within two weeks of approval, or of the annual section meeting;
e. be bonded, if required by the Board of Directors;
f. cooperate with the Chief Financial Officer of the corporation in yearly audit of the financial records of the section.
SECTION 4. SECTION GOVERNANCE
A Section is governed by these By-Laws and is responsible
to the Board of Directors on matters of policy and fiscal procedures.
Leadership of
a Section
shall be
vested in a Section Council of at least three members.
a. The Chair-Elect will be elected by the associate members of the section at the section annual meeting. The term of office will be two years, the first year as Chair-Elect and the second year as Chair, and will last until the second annual meeting of the section council for election of the members, and until his or her successor is elected and qualifies. The Chair-Elect will assume the position of Chair at the first annual meeting of the section council for election of members.
b. Other Section Council positions may be elected or appointed, as determined by section rules. The term of office of other members of the council will be at least one year. The term of office will last until the annual meeting of the section council for election of the members, and until his or her successor is elected and qualifies.
SECTION 5. SECTION RULES
Section Councils will establish standing rules which specify:
a. procedures for nominating and electing the section Chair-Elect
b. procedures for electing or appointing additional members to the council, and designating additional officers of the council
c. procedures for establishing standing and ad-hoc committees
d. other procedures which support governance of the section
SECTION 6. SECTION OFFICERS
The officers of the council shall be a Chair, a Chair-Elect,
a Secretary, and a Treasurer. The council may also have, as
determined by the
members of the
council, other officers. Any number of offices may be held
by the
same person except that
neither the Secretary nor the Treasurer may serve as the Chair
or Chair Elect.
SECTION 7. MEETINGS OF THE SECTION COUNCIL
Regular meetings of the Section Council will be
held in the fall of the year, at the section conference,
if held, or as
otherwise
designated
by the council.
Special meetings may be called by the Chair or any two members
of the Section Council. The section Secretary will take minutes
of every
meeting
and will
maintain a permanent record of these minutes. Council meetings
shall be open to all associate
members of the section.
SECTION 8. SECTION REPORTING
Sections will communicate in a timely manner with
the Board of Directors, including but not limited to:
a. informing the State Coordinating Secretary of any conferences, workshops, or activities scheduled by the section;
b. sending copies of newsletters and other communication with members to the State Coordinating Secretary within two weeks of publication;
c. sending copies of minutes of the section council meetings to the State Coordinating Secretary within two weeks.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all
of the persons named as the initial directors in the Articles of Incorporation
of Association
for
Environmental and
Outdoor Education,
a California nonprofit corporation, and, pursuant to
the authority granted to the directors by these Bylaws
to take
action by
unanimous written
consent without
a meeting, consent to, and hereby do, adopt the foregoing
Bylaws, consisting of twelve pages, as the Bylaws of
this corporation.
Dated: ___________
____________________
____________, Director
____________________
____________, Director
____________________
____________, Director
____________________
____________, Director
____________________
____________, Director
CERTIFICATE
This is to certify that the foregoing is a true and
correct copy of the Bylaws of the corporation named
in the title
thereto and
that such
Bylaws
were duly
adopted by the Board of Directors of said corporation
on the date set forth below.
Dated: ___________
____________________
____________, Secretary
