San Diego Conservation Resources Network
This corporation, the San Diego Conservation Resources Network (hereafter
the “Network”) is a California Nonprofit Public Benefit
Corporation and is not organized for the private gain of any person.
It is organized under the Nonprofit Public Benefit Corporation Law for
charitable purposes. This corporation is organized exclusively for one
or more purposes as specified in Section 501(c)(3) of the Internal Revenue
Code, including, for such purposes, the making of distributions to organizations
that qualify as exempt organizations under Section 501(c)(3) of the
Internal Revenue Code, or corresponding section of any future tax code.
The specific objectives and purposes of this corporation shall be to:
a. Provide a support network for nonprofit organizations involved
in the conservation and management of natural and cultural resources
(resource conservancies) in San Diego County, California;
b. Facilitate and coordinate applied research, resource monitoring,
and land management among resource conservancies, academic researchers,
and government agencies;
c. Provide guidance and staff support to individual resource conservancies;
d. Provide analytical tools and focused research results to assist resource
conservancies in habitat conservation, monitoring, and land management
activities;
e. Function as an institution and location that facilitates collaboration
among resource conservancies and between resource conservancies, the
academic community, public land stewards, public agencies, and the public;
f. Provide a forum to promote the public’s understanding of critical
conservation issues in San Diego County;
g. Assist in mobilizing the financial means necessary to acquire, protect,
manage, and monitor the condition of San Diego County’s natural
and cultural resources; and
h. Engage in other activities related to supporting the work of resource
conservancies involved in land conservation and land management in San
Diego County.
At its inception, the Network shall have only one class of members,
all of whom can vote. The class shall include land trusts and land conservancies,
land conservation “friends” groups, and other private nonprofit
organizations dedicated to preservation of natural resources and the
cultural resources associated with these natural resources in San Diego
County, as evidenced by their work and adopted policies in land preservation,
land management or stewardship, conservation education, or research.
A member of the Network is an organization as defined in Article II,
Section 2. No member organization shall hold more than one membership
in the corporation. All members of the class shall have the same rights,
privileges, restrictions, and conditions. The Board of Directors (henceforth
the “Board”) of the Network shall have the authority to
establish and define nonvoting classes of members.
The qualifications for membership in this corporation include, but
are not limited to, non-profit organizations with:
a. Current nonprofit 501(c)(3) status recognized by the Internal Revenue
Service; and
b. Adopted organizational goals and policies favoring the conservation
of the natural and cultural resources of San Diego County through acquisition,
stewardship, habitat conservation planning, long-term management, education,
and/or research.
The Board shall have the authority to adopt additional membership criteria.
Each member organization of the Network in good standing shall annually
appoint one director and one alternate director to the Board of Directors
of the Network. Resolutions of appointment will be transmitted to the
President, Vice President, or Secretary of the Board by the first Network
meeting of each year.
The directors present at the founding meeting of the Network shall
serve as the first directors of the Network for purposes of incorporation.
Applicant non-profit organizations shall be admitted to membership
after:
a. making application for membership in writing;
b. payment of such dues as may be adopted by the Board as set forth
in these bylaws;
c. meeting such additional membership criteria as may be adopted by
the Board; and
d. upon approval of the application by a majority of the Board.
Notwithstanding the above membership process, acceptance into membership
of the Network is ultimately at the discretion of the Board.
a. There shall be no Network membership dues for at least the first
year, starting in March 2004.
b. The annual dues payable to the corporation by members shall be determined
by resolution of the Board at its first meeting of each year. The Board
shall establish a sliding-scale fee for membership.
The number of member organizations of the Network shall not number
more than 60, nor less than 10, unless these minimum and maximum numbers
are changed by a majority vote of the Board of Directors.
The corporation shall keep a membership book containing the name and
address of each member organization and the date of its joining the
network. Termination of the membership of any member organization shall
be recorded in the book, together with the date of termination of such
membership. Such book shall be kept at the corporation's principal office.
A Director of this corporation is not, as such, personally liable for
the debts, liabilities, or obligations of the corporation.
No member may transfer a membership or any right arising there from.
All rights of membership cease when the organization no longer meets
the membership requirements.
The membership of a member organization shall terminate upon the occurrence
of any of the following events:
a. Upon receipt of a signed letter of resignation to an Officer of
the corporation such membership to terminate upon the date of delivery
of the notice.
b. If this corporation has provided for the payment of dues by members,
upon a failure to renew membership by paying dues on or before their
due date, such termination to be effective thirty (30) days after a
written notification of delinquency is mailed to such member organization
by the Secretary of the corporation. A member may avoid such termination
by paying the amount of delinquent dues within a thirty (30) day period
following the member's receipt of the written notification of delinquency.
c. After providing the member with reasonable written notice and an
opportunity to be heard either orally or in writing, upon a determination
by the Board that the member has engaged in conduct materially and seriously
prejudicial to the interests or purposes of the corporation. Any member
organization expelled from the corporation shall receive a prorated
refund of dues already paid for the current dues period.
All rights of a member in the corporation shall cease on termination
of membership as herein provided.
The Board of Directors (hereafter “Directors”) is composed
of those directors chosen by their respective member organization and
shall be equal in size to the number of member organizations as stated
in Article II, Section 6.
Directors shall be appointed as stated in Article II Section 3 of these
bylaws. Directors shall be of the age of majority in this state.
It shall be the duty of the Directors to:
a. By a vote of sixty percent or greater, adopt these Bylaws and approve
any future amendments to these Bylaws;
c. Meet at such times and places as required by these Bylaws;
d. Register their addresses with the Secretary of the corporation, and
notices of meetings mailed or emailed to them at such addresses shall
be valid notices thereof;
e. Elect the four Officers of the Network and the three additional directors
who will make up the seven member Executive Committee;
f. Adopt a sliding scale of membership dues to take effect after 2004;
g. Accept or reject membership applications;
h. Accept or reject any action to merge this organization with any other
organization;
i. Accept or reject any action to dissolve this organization according
to the State of California law; and
j. Accept or reject any action to dispose of any significant assets
of the network.
All other duties and powers are hereby delegated to the Executive Committee.
Directors may be reappointed by their member organizations on an annual
basis.
Directors shall serve without compensation except they shall be allowed
reasonable advancement or reimbursement of expenses incurred in the
performance of their duties.
Regular meetings of the Board, including the annual meeting, shall be
held at least twice per year. Meetings shall be held at the principal
office of the corporation unless otherwise provided by the Executive
Committee of the Board. The annual meeting shall be held during the
month of January each year.
Special meetings of the Board may be called by the Executive Committee
or by written or email petition signed by at least 25% of the Board
members. If a meeting is called for by petition, the Executive Committee
must set a date and time within 10 days of receipt of the petition.
Meetings shall be held at the principal office of the corporation unless
otherwise provided by the Executive Committee of the Board. Any notice
shall state the date, place, and hour of the meeting and the general
nature of the business to be transacted, and no other business may be
transacted at the meeting.
The following provision shall govern the giving of notice for regular
and special meetings of the Board:
At least two weeks prior notice shall be given by the Secretary of
the corporation to each director of each meeting of the Board. Such
notice shall be in writing, by first-class mail, by email, or by fax,
and shall state the place, date, and time of the meeting and the agenda
matters proposed to be acted upon at the meeting. The director to be
contacted shall acknowledge personal receipt of the notice by a return
message, email, or telephone call within 48 hours of the first notice.
Additional matters not included in Article III, Section 3, or on the
agenda proposed by the Secretary, may be added to Board meeting agendas
by a submittal of a written or email petition signed by at least 25%
of the Board members.
A quorum shall consist of a majority of the Board (or their qualified
alternates) entitled to vote and represented in person. No business
involving action items shall be considered by the Board at any meeting
at which the required quorum is not present at the beginning of the
meeting, and the only motion which the Chair shall entertain at such
meeting is a motion to adjourn. Information items not requiring action
may be discussed at such meetings without a quorum.
Every act or decision done or made by a majority of the Board present
at a meeting duly held at which a quorum is present is the act of the
Network, unless the Articles of Incorporation, these Bylaws, or provisions
of law require a greater percentage or different voting rules for approval
of a matter by the Network.
Each Board Director is entitled to one vote on each matter submitted
to a vote. Voting at duly held meetings shall be by voice vote, show
of hands, or by roll call as determined by the chair. Election of the
Officers and other members of the Executive Committee, however, shall
be by written ballot.
Any action by the Board may be taken without a face-to-face meeting,
in accordance with State of California law. Such actions may be taken
by conference call, by email, or by written ballot. Unless otherwise
specified by laws of the State of California, votes taken on such actions
shall be confirmed by letter, fax, or email to the Secretary after the
action. The same quorum requirements requirements apply to actions without
meetings as called for under Article III, Section 9.
Unless otherwise specified by laws of the State of California, approval
of such actions without meeting shall be valid only when the number
of votes cast equals or exceeds the quorum required to be present at
a meeting authorizing the action, and the number of approvals equals
or exceeds the number of votes that would be required to approve the
action at a meeting at which the total number of votes cast was the
same as the number of votes cast.
Meetings of the Board shall be presided over by the President or, in
his or her absence, the Vice President 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 shall act as secretary of all
meetings of the board; however, in his or her absence, the presiding
officer shall appoint another person to act as Secretary of the Meeting.
Vacancies on the Board shall exist on the death, resignation, or removal
of any director. Any director may resign effective upon giving written
notice to the President of the Network, the Vice President, or the Secretary,
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 Office of the Attorney General or other appropriate
agency of this state.
Directors may be removed from office, with or without cause, as permitted
by and in accordance with the laws of this state. The Board will remove
any director who has been found by a final order or judgment of any
court to have breached any duty under Article 3 of the California Nonprofit
Corporation Law.
A vacancy on the Board shall be filled by the alternate appointed to
that position until such time as the member organization that made the
original appointment submits its new director appointment.
The directors shall not be personally liable for the debts, liabilities,
or other obligations of the corporation. The directors and officers
of the corporation shall be indemnified by the corporation to the fullest
extent permissible under the laws of the State of California.
The Board 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
liabilities 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 Articles of Incorporation, these bylaws, or provisions of law.
The officers of the corporation shall be a President, a Vice President,
a Secretary, and a Treasurer. The corporation may also have other such
officers with such titles as may be determined from time to time by
the Board of Directors.
Any director in good standing of the Network may serve as an officer
of this corporation.
Officers shall be elected by the Board at its first regular meeting
of each calendar year. Officers shall be elected for one-year terms.
Officers shall be eligible for re-election, and each officer shall hold
office until he or she resigns, or is removed, or is otherwise disqualified
from serving, or until his or her successor shall be elected and qualified,
whichever occurs first.
From time to time, member organizations of the Network may choose to
change their Director and/or alternate to the Board. Should a member
change its representative (Director) to the Board while that representative
is serving as an officer or member of the Executive Committee, the Board
shall immediately hold a new election to fill that office or position.
Any officer may be removed, either with or without cause, by the Board,
at any time by a two-thirds vote of the Board. Any officer may resign
at any time by giving written notice to the President of the Board.
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.
Any vacancy caused by the death, resignation, removal, disqualification,
or otherwise of any officer shall be filled by the Board. 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.
The President, subject to the control of the Board, shall supervise
and control the affairs of the corporation and the activities of the
officers and staff. The President shall preside at all meetings of the
Board of Directors. 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 or the Executive Committee.
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 the Board or the Executive Committee.
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 or Executive Committee may determine, a book of minutes
of all meetings of the Directors and the Executive Committee, 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.
e. Keep at the principal office of the corporation the membership book
required by Article III, Section 7.
f. Exhibit at all reasonable times to any director of the corporation,
or to his or her agent or attorney, on request therefore, the Bylaws,
the membership book, and the minutes of the proceedings of the directors
of the corporation.
g. In general, perform all duties pertinent to the office of Secretary
and such other duties as may be assigned to him or her from time to
time by the Board or the Executive Committee.
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 Executive Committee.
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 or the Executive Committee, 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 therefore.
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 assigned to him or her from time to
time by the Board or Executive Committee.
The Board shall, by a majority vote of its members cast by written
ballot, elect an Executive Committee of seven (7) directors, consisting
of the four officers of the corporation and three additional Directors.
The President of the Executive Committee may assign an agent or employee
of the corporation, such as an Executive Director, to serve as a non-voting
member of the Executive Committee.
It shall be among the duties and powers of the Executive Committee
to:
a. 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 agents and employees of the corporation;
b. Supervise all officers, agents, and employees of the corporation
to assure that their duties are performed properly;
c. Meet at such times and places as required by these Bylaws;
d. Report to the Board of Directors on actions taken by the Executive
Committee since the last Board meeting;
e. Send the agenda for each Executive Committee meeting to all Directors,
not just those Directors on the Executive Committee, so that any Director
who wishes to may attend said meeting and present his or her views on
agenda matters;
Except for the powers delegated to the Board of Directors by these Bylaws
as listed in Article III, Section 3, the Executive Committee shall have
all of the power and authority of the Board of Directors in the intervals
between meetings of the Board of Directors; and
The Executive Committee shall keep regular minutes of its proceedings,
cause them to be filed with the corporate records, and send the minutes
to the Board of Directors upon their adoption.
The Executive Committee shall adopt a schedule of its regular meetings
upon its election each year, including dates, time, and place. The President,
after consultation with the Executive Committee, shall prepare an agenda
for the meeting and send it out with a notice of the scheduled meeting
at least two weeks prior to the meeting date. Changes to this agenda
may be made by the President when at least two weeks notice is given
prior to the meeting date.
A quorum shall consist of a majority of the seven member Executive
Committee. No business involving action items shall be considered by
the Executive Committee at any meeting at which the required quorum
is not present, and the only motion which the Chair shall entertain
at such meeting is a motion to adjourn. Information items not requiring
action may be discussed at such meetings without a quorum.
Every act or decision done or made by a majority of the Executive Committee
present at a meeting duly held at which a quorum is present is the act
of the Network, unless the Articles of Incorporation, these Bylaws,
or provisions of law require a greater percentage or different voting
rules for approval of a matter by the Network.
The President may call special meetings of the Executive Committee.
Such meetings may also be called when three members of the Executive
Committee ask for such a meeting in a written or emailed petition. If
a meeting is called for by such petition, the President must set a date
and time within 10 days of receipt of the petition. Meetings shall be
held at the principal office of the corporation unless otherwise provided
by the Executive Committee.
The following provision shall govern the giving of notice for special
meetings of the Executive Committee:
At least two weeks prior notice shall be given by the Secretary of
the corporation to each director of the Executive Committee. Such notice
shall be in writing by first-class mail, email, or fax, and shall state
the place, date, and time of the meeting and the agenda matters proposed
to be acted upon at the meeting. The director to be contacted shall
acknowledge personal receipt of the notice by a return message, e-mail,
or telephone call within 48 hours of the first notice. Meetings via
email or similar means may be called by the President or, in his or
her absence, the President-Elect or Vice President. Such a meeting can
only be called if there is an urgent matter that should not wait until
the next regular meeting. The President or directors calling the meeting
shall give electronic notice to all of the members of the Executive
Committee and specify how long they have to reply, but not less than
two business days. No other notice of the meeting need be given. The
notice shall:
a. Propose a specific decision(s),
b. Give reasons pro and con, and
c. Specify why the matter(s) can’t wait until the next regular
Executive Committee meeting.
Executive Committee Action without Meeting may be taken according to
the same requirements set out for the Board in Article III, Section
11.
The corporation shall have such other committees as may from time to
time be designated by resolution of the Board or the Executive Committee.
These committees may consist of individuals organizations that are not
also members of the Network and shall act in an advisory capacity to
the Network. Each committee shall include at least one member of the
Board of Directors. Each committee shall be defined by a charter which
will include a list of committee members, the chair, the purpose of
the committee, terms of office, and reporting responsibilities.
The Board or Executive Committee 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.
The Executive Committee, except as otherwise provided in these Bylaws,
may by resolution authorize any officer or officers, agent or agents,
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 except for contracts or commitments in the regular
course of business of the corporation executed by an officer within
the scope of his authority.
Except as otherwise specifically determined by resolution of the Executive
Committee 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 authorized by the Treasurer and President
of the corporation.
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 Executive Committee may select.
The Board or the Executive Committee may accept on behalf of the corporation
any contribution, gift, bequest, or devise for the nonprofit purposes
of this corporation.
This corporation will follow the requirements of Section 501(h) of
the Internal Revenue Code with respect to activities relating to the
influence of legislation.
Notwithstanding any other provisions of these Bylaws, this corporation
shall not carry on any activities not permitted to be carried on
a. by a corporation exempt from federal income tax under Section 501(c)(3)
of the Internal Revenue Code, or
b. by a corporation, contributions to which are deductible under Section
170(c)(2) of the Internal Revenue Code.
No part of the net earnings of this corporation shall inure to the
benefit of or be distributable to its members, directors, officers or
other private persons, except that the corporation shall be authorized
and empowered to pay reasonable compensation for services rendered and
to make payments and distributions in furtherance of the purposes of
this corporation.
Upon the dissolution of this corporation, its assets remaining after
payment, or provision for payment, of all debts and liabilities of this
corporation shall be distributed for one or more exempt purposes within
the meaning of Section 501(c)(3) of the Internal Revenue Code or shall
be distributed to the federal government, or to a state or local government,
for a public purpose. Such distribution shall be made in accordance
with all applicable provisions of the laws of this state.
In any taxable year in which this corporation is a private foundation
as described in Section 509(a) of the Internal Revenue Code, the corporation
shall:
a. Distribute its income for said period at such time and manner as
not to subject it to tax under Section 4942 of the Internal Revenue
Code;
b. Not engage in any act of self-dealing as defined in Section 4941(d)
of the Internal Revenue Code;
c. Not retain any excess business holdings as defined in Section 4943(c)
of the Internal Revenue Code;
d. Not make any investments in such manner as to subject the corporation
to tax under Section 4944 of the Internal Revenue Code; and
e. Not make any taxable expenditures as defined in Section 4945(d) of
the Internal Revenue Code.
Subject to the power of the members of this corporation to adopt, amend,
or repeal the Bylaws of this corporation and except as may otherwise
be specified under provisions of law, these Bylaws, or any of them,
may be altered, amended, or repealed and new Bylaws adopted by approval
of sixty percent of the Board.
If there is any conflict between the provisions of these Bylaws and
the Articles of Incorporation of this corporation, the provisions of
the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable
or invalid for any reason, the remaining provisions and portions of
these Bylaws shall be unaffected by such holding.
The corporation shall keep at its principal office:
a. Minutes of all meetings of the Board of Directors, the Executive
Committee, and committees of the Network, 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,
entry date 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.
Every Director shall have the absolute right upon written demand on,
and payment of a reasonable charge to, the Secretary of the corporation,
at any reasonable time to inspect and copy all books, records, minutes,
and documents of every kind and to inspect the physical properties of
the corporation,
Any inspection under the provisions of this Article may be made in
person or by agent or attorney, and the right to inspection shall include
the right to copy and make extracts.
The Executive Committee shall cause any annual or periodic report required
under law to be prepared and delivered to an office of this state or
to the members, if any, of this corporation, to be so prepared and delivered
within the time limits set by law.
The principal office of the corporation is located in San Diego County,
State of California. The Executive Committee may 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, nor require, an amendment of these Bylaws.
Meetings shall be governed by Roberts’ Rules of Order, insofar
as such rules are not inconsistent with or in conflict with the Articles
of Incorporation, these Bylaws, or with provisions of law.
All references in these Bylaws to the Articles of Incorporation shall
be to the Articles of Incorporation, Articles of Organization, Certificate
of Incorporation, Organizational Charter, Corporate Charter, or other
founding document of this corporation filed with an office of this state
and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal
Revenue Code shall be to such sections of the Internal Revenue Code
of 1986 as amended from time to time, or to corresponding provisions
of any future federal tax code.
We, the undersigned, are all initial directors of the Executive Committee
of this corporation, elected at the founding meeting, and we consent
to, and hereby do, adopt the foregoing Bylaws, consisting of 11 pages,
as the Bylaws of this corporation.
Dated: _____________
Michael Kelly
Craig Adams
Michael Beck
Noelle Collins
Cindy Stankowski
Rob Hutsel
Rick Landavazo
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