BYLAWS OF THE DESERT TORTOISE PRESERVE COMMITTEE, INC. a California Nonprofit Public Benefit Corporation ARTICLE 1. NAME The name of this corporation shall be the DESERT TORTOISE PRESERVE COMMITTEE, INC. hereinafter referred to as the Corporation. ARTICLE 2. OFFICES The Corporation may have offices at such locations where it is qualified to do business, as its business requires and as the Board of Directors designates. ARTICLE 3. PURPOSES AND OBJECTIVES Section 1. The purposes and objectives of the Corporation are: (a) To promote the welfare and recovery of Agassiz s desert tortoise (Gopherus agassizii), the California State Reptile, in its native wild state in the southwestern United States, and (b) To establish and/or assist in establishing protected areas for wild Agassiz s desert tortoises within their native geographic range, and (c) To protect, conserve, and manage other native species (e.g. Mohave ground squirrel, burrowing owl, Barstow woolly sunflower) that occur within habitats and ecosystems occupied by Agassiz s desert tortoise with an objective of preserving native biodiversity and maintaining healthy ecosystems, and (d) To provide information, education and research regarding areas within the range and habitat of the Agassiz s desert tortoise and associated animal and plant species that may be included in these ecosystems. (e) To develop and/or assist in the development and implementation of management programs for preserves, including other land associated with any preserve, to protect the Agassiz s desert tortoise and the biodiversity of the ecosystems in which it lives. (f) To foster and to publicize the uses for such area or areas so set aside as Preserve land for selected forms of recreation for education, for conservation and for research. Section 2. The secondary purpose of the Corporation is to cooperate with other organizations in efforts to conserve and recover other Gopherus species. 1
Section 1. Eligibility ARTICLE 4. MEMBERSHIP Any person or organization interested in the furtherance of the purposes and objectives of the Corporation shall be eligible for membership upon application and payment of dues in the amounts set from time to time by the Board of Directors. Section 2. Classes of Membership (a) The membership of the Corporation shall consist of seven classes: Individual, Family, Sponsor, Benefactor, Patron, Organization, and Life memberships. (b) Organization membership may be any of the above classification. Life membership required a one-time fee or can be granted as an honorary life membership at the discretion of the Board of Directors. Section 3. Rights of Members Members have the right to access the records of the Corporation upon written request to the President and to attend any and all regular and special meetings of the Corporation. Section 4. Termination of Membership (a) Membership shall be forfeited automatically when dues are not paid within thirty (30) days following notification in writing by the Treasurer that said dues are in arrears. (b) Any membership may be terminated by resignation. (c) Any member may be removed by majority vote of the Board of Directors for good cause after notice and hearing before the Board. ARTICLE 5. MEETINGS OF THE MEMBERSHIP Section 1. Annual General Meeting The Annual General Meeting of the Corporation shall be held in January or February of each year at a time and place to be determined by the Board of Directors, or anytime thereafter to which said meeting may be adjourned. The membership shall be notified in writing at least thirty (30) days prior to the date of the annual General Meeting as to the location and time of said meeting. Section 2. Other Meetings 2
All regular and special meetings of the Corporation are open to the membership and the general public. Section 3. Quorum Ballots cast at a regular or special meeting by members and/or proxies present shall determine the issue. Section 4. Rules of Order All meetings of the membership of the Corporation shall be conducted according to the latest edition of Robert's Rules of Order. Section 1. Number of Directors ARTICLE 6. BOARD OF DIRECTORS The Corporation shall have up to eleven (11) members of the Board of Directors. Section 2. Nomination The Board of Directors shall have responsibility for the nomination and election process for all members of the Board of Directors. The slate of nominations for the Board of Directors shall be presented to the membership at the Annual General Meeting of the Corporation. Additional nominations from the floor may be accepted from the members present during the Annual General meeting. Any member shall be eligible for nomination to the Board of Directors at this time. Section 3. Election and Term (a) Directors shall be elected by the membership at the Annual General Meeting of the Corporation by majority vote of a show of hands, of the membership present. Those candidates receiving the most votes for the number of positions available shall be elected Directors. In the case of ties, run-off elections will be held at the Annual General meeting. (b) The newly elected Directors shall take office immediately. The term of the office for each Director shall be three years. (c) There shall be no limit to the number of terms a Director may serve. Section 4. Powers and Responsibilities (a) The Board of Directors shall manage the affairs of the Corporation, set goals, propose bylaws, perform any and all duties imposed on them collectively or individually by the Articles of Incorporation, by these bylaws, or in accordance with 3
the California Nonprofit Public Benefit Law. (b) The activities and affairs of the Corporation shall be conducted and all corporate posers shall be exercised by or under the direction of the board of Directors, except for those explicitly enumerated. (c) Approval of Board management of the activities and affairs of the corporation is assumed unless challenged in writing by a quorum of the Board of Directors at least thirty days subsequent to said business. Vetoes of Corporate business shall require a majority vote of the Board of Directors present at the meeting. (d) The Board of Directors may employ and determine the compensation of whatever staff is deemed necessary for the successful operation of the Corporation. (e) The Board of Directors may appoint and approve Chairmanship of Committees. Section 5. Compensation Directors shall serve without compensation except they may receive reimbursement for expenses as determined by resolution of the Board of Directors. Directors may not be compensated for rendering services to the Corporation in any capacity other than Director. Section 6. Restrictions regarding interested Directors. Notwithstanding any other provision of the bylaws, Directors shall recuse themselves from voting on issues for which they may be deemed an "interested person". For purposes of this Section, "interested person," means either any person being compensated by the Corporation for services rendered, or any close relative of such "interested person". Section 7. Vacancies (a) Vacancies on the Board of Directors shall exist on the occurrence of the death resignation or removal of any Directors; or whenever the number of Directors is less than the number enumerated in Article 6, Section 1. (b) Any Director may resign effective upon giving written notice to the President, Secretary, or the Board of Directors. No Director may resign if the Corporation would be left without a Director in charge of its affairs, except upon notice to the Attorney General of the State of California. (c) The Directors shall have the power to declare a vacancy on the Board for the unexpired term of any member who fails to attend three consecutive regular meetings without good cause. 4
The determination of "good cause" shall be by the decisions of two-thirds vote of the number of Directors then in office and shall be final. (d) The Board of Directors shall be empowered to fill any vacancy in the membership of the Board by a majority vote at any of its duly noticed meetings at the Board's sole discretion. A person elected to fill a vacancy as provided in this Section shall hold office until the expiration of her/his term, or death, resignation or removal from office. Section 8. Non-liability of Directors The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. Section 9. Indemnification In the event of any claim against a person who is or was a Director, officer, employee or other agent of the Corporation, including but not limited to any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that she or he is or was an agent of the Corporation, the Corporation shall indemnify such person against all expenses, judgments, fines, settlements and other amounts incurred in connection with such proceedings, including attorney's fees and expenses and any attorney's fees and expenses of establishing a right to indemnification to maximum extent allowed by, and in accordance with the requirements of the California Nonprofit Public Benefit Corporation Law, and the Corporation may make advances therefor as permitted by such law. The Corporation shall not indemnify any such person for actions or omissions, which were beyond the scope of authority of that person as a Director, officer, employee or other agent of the Corporation. Section 10. Insurance for Corporate Agents The Board of Directors may authorize the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, officer, employee or other agent) against any liability to the maximum extent allowed by the California Nonprofit Public Benefit Law. Section 11. Honorary Board Membership The Board of Directors may select one or more non-voting Honorary Members of the Board of Directors to advance and foster the purposes and objections of the Corporation. Section 1. Place of Meetings ARTICLE 7. MEETINGS OF THE DIRECTORS 5
Meetings shall be held at such locations as provided by the Board of Directors. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another. Section 2. Annual Meeting (a) The Annual Meeting of the Board of Directors shall be for the purpose of holding the election of officers of the Corporation, receiving reports, and transacting any other business presented. (b) The Annual Meeting of the Board of Directors shall be held within seven (7) days following the Annual Meeting of the Corporation at which Directors are elected at a time and place to be determined by the Board of Directors, or any time thereafter to which said meeting may be adjourned. Section 3. Regular Meetings Regular meetings of the Board of Directors shall be held at approximately six-week intervals. Section 4. Special meetings Special meetings shall be called at any time by the Secretary of the Board of Directors upon order of the President, or upon written request of a majority of the Directors, on at least 48 hour notice to each member of the time, place and purpose of said meeting. Section 5. Notice of Meetings Notice of the annual meeting and any special meetings of the Board of Directors shall be given to each Director either a)at least four days before any such meeting and may be given by first-class mail or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail, or other electronic means, and shall state the date, place, and time of the meeting; or b)forty-eight hours before any such meeting if given personally or by telephone. Section 6. Waiver of Notice The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum is present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify 6
the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting the lack of adequate notice before the meeting or at its commencement. Section 7. Quorum and Proxies for Meetings A majority of the Board of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Code. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of any Director, if any action taken is approved by at least a majority of the quorum required for the meeting. Section 8. Conduct of Meetings (a) Meetings of the Board of Directors shall be presided over by the President, in the President's absence, by a Vice-President or, in the absence of each of these persons, by a person chosen by a vote of the Directors present at the meeting. (b) Discussions and opinions may be expressed by all Directors present. Decisions on an action shall be decided by a majority vote of Directors Present. When an "interested person" Director must recuse themselves from voting on an issue, the decision on an action shall be decided by a majority vote of the voting quorum then present. Section 9. Action without Meeting Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent to such action in writing. Such written consents shall be filed with the minutes of the proceedings of the Board. Such written consents shall have the same force and effect as the unanimous vote of such Directors. Section 1. Number of Officers ARTICLE 8. OFFICERS The officers of this Corporation shall be President, First Vice- President, Second Vice-President, Third Vice-President, Recording Secretary, Corresponding Secretary and Treasurer. Section 2. Nomination, Election, and Term 7
(a) Any Director may serve as an officer of the Corporation. The Board of Directors shall nominate the slate of officers during the Annual Meeting of the Board of Directors. (b) Any officers shall be elected by a majority of the Board of Directors present at the Annual Meeting. Each officer shall hold office for one year, from Annual Meeting to Annual Meeting, or until her/his successor shall be elected. (c) Any vacancy caused by the death, resignation, removal, or otherwise, of any officer may be filled for the unexpired term by the Board of Directors. Section 3. Removal and Resignation Any officer may be removed, either with or without cause, by the Board of Directors. Such removal shall require a two-thirds vote of the Board of Directors. Any officer may resign by giving written notice to the Board of Directors or the President or Secretary. The acceptance of such resignation shall not be necessary to make it effective. Section 4. Duties of the Officers Duties of the officers shall be: (a) President - The President shall be the presiding officer of the Corporation subject to the direction of the Board of Directors. The President shall preside at all meetings of the Directors and membership; supervise all committees subject to the approval of the Board of Directors; call special meetings, and carry out such other duties as usually pertains to this office. (b) Vice Presidents - The Vice Presidents, in their order, shall perform the duties of the President in the absence of, or at the request of the President. Each Vice President shall be assigned by the Board of Directors to oversee a specific project of the Corporation. (c) Recording Secretary - The Recording Secretary shall give notice of all meetings in accordance with the Bylaws, keep minutes of the meetings of the Corporation and the Board of Directors, and assure that such minutes are retained as a permanent record. (d) Corresponding Secretary - The Corresponding Secretary shall conduct the correspondence of the Board and Corporation under the direction of the President. In the absence of the Recording Secretary, the Corresponding Secretary shall perform the duties of Secretary. (e) Treasurer - The Treasurer, or designated representative, 8
shall receive all monies, giving reports thereof, deposit the same in the name of the Corporation with the bank or banks as the Board of Directors designates, administer the funds and make accounting when requested, issue checks for payment of bills under the direction of the Board of Directors, and be responsible for the preparation and certification of the financial statement and taxes as required by law. ARTICLE 9. COMMITTEES OF THE BOARD OF DIRECTORS (a) The Board of Directors may designate one or more committees as deemed expedient for carrying out the objectives of the Corporation, each consisting of one or more Directors, to serve at the pleasure of the Board. (b) The Board may delegate to each committee any of the power and authority of the Board. The Board of Directors may revoke or modify the authority delegated to any committee by a vote of the Board. (c) The general membership may be invited by the Board to serve on any committee or as chairperson of any committee. ARTICLE 10. FISCAL YEAR The fiscal year of the Committee shall be from the first day of January to the thirty-first day of December. ARTICLE 11. AMENDMENTS Section 1. Action by the Membership Except as otherwise provided by law or by the Articles of Incorporation, Bylaws may be amended, repealed and new bylaws adopted at any regular meeting by majority vote of the membership present provided written notice of such proposed amendment shall be given to all members at least thirty (30) days prior to such meeting. Section 2. Action by the Board of Directors Subject to the right of members to adopt, amend or repeal bylaws, as herein above provided, actions other than a Bylaw or amendment thereof changing the authorized number of Directors, or compensation, may be adopted, amended or repealed by the Board of Directors. Such action shall be reported to the members at the next Annual Meeting following the action. Revised 1/28/84 Revised 1/21/89 Revised Revised 1/23/99 1/25/14 9