BYLAWS OF
FRIENDS OF SAN JACINTO MOUNTAIN COUNTY PARKS
A non-profit organization
As amended on 6/26/2021 Annual Meeting
SECTION 1. MEMBERSHIP
1.1 Membership in this Corporation is open to those who enjoy the natural amenities and activities offered by the San Jacinto Mountain park system and wish to assist, promote, advance and develop the historical, scientific, educational and cultural aspects of San Jacinto Mountain County Parks consistent with its Articles of Incorporation.
1.2 Voting members of the Corporation shall consist of representatives of the various types of membership. Each membership shall be entitled to one vote and shall have equal voting rights. Voting by members may be conducted by mail, email or in person on issues to be addressed by members at annual or special meetings of the members. The Board of Directors may also solicit proxy votes from members on issues they deem appropriate. The Board of Directors is authorized to set the time, terms and conditions of voting and resolve related issues.
1.3 Membership shall be a period of one year, commencing with the date of dues payment and payable thereafter on or before the anniversary date of the membership. Membership will expire upon non-payment of dues. Memberships are not transferable.
1.4 Membership Dues
The Board of Directors shall determine the various classes of membership, rights of membership and set the amount of membership dues.
SECTION 2. RIGHTS OF MEMBERS
2.1 Each member is entitled to receive a Membership Card certifying the type of membership and the valid time period of membership. The Membership Card holder is entitled to free access to the Nature Center and surrounding county trails and other benefits determined by the Board of Directors.
2.2 Each member is entitled to receive the Corporation’s newsletter and other notices (if published) at no charge.
2.3 An annual meeting of members of this Corporation shall be held during the month of June in Idyllwild, County of Riverside (California) each year. The specific date and time of the meeting shall be set annually by the Board of Directors. The purpose of the meeting is to elect directors, passing on reports for the previous fiscal year, and transacting such other business as may properly come before the meeting. Parliamentary Procedures of all membership meetings shall be governed by “Robert’s Rules of Order.”
2.4 Special meetings of the members may be called upon the written request of at least thirty (30) members. Special meetings of this Corporation may also be called by the President or any three (3) directors and shall be held at such place as the Board of Directors may, from time to time, determine.
2.5. Notice of the Annual Meeting of the members and of Special Membership Meeting Shall be sent by mail or electronically by the Secretary (or other Board designated person) to all members at least fifteen (15) days, but not more than forty-five (45) days, prior to the meeting stating the time, location and purpose of the meeting.
2.6 A quorum for the purpose of the Annual Meeting or Special Meetings of Members shall consist of not less than ten (10) members. The members present at a meeting, at which a quorum is reached, may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
2.7 Except where a greater portion of the voting power is required by the Articles of Incorporation or these By-laws, the majority of the voting power present, in person (or the total membership if by mail & email ballot) shall prevail at all meetings.
SECTION 3. NONPROFIT CORPORATION
3.1 This Corporation is organized under the GeneralNonprofit Corporation Laws of California.
Membership in this Corporation does not entitle members to any property interest in the Corporation.
SECTION 4. LIABILITY OF MEMBERS
4.1 No members of this Corporation shall be personally or otherwise liable for any of the debts, liabilities or obligations of this Corporation.
SECTION 5. NON-VOTING MEMBERSHIP
5.1 The Board of Directors shall have the power to admit by invitation as associate, honorary or other members of this Corporation and for such period of time as they may elect, such persons that may render this Corporation any single benefit or service which it may wish to recognize in this manner and to renew such invitations at its discretion. Such members shall enjoy such privileges and benefits as may be determined by the Board of Directors, except that they shall not vote or hold office.
SECTION 6. NOMINATION AND ELECTION OF DIRECTORS
6.1 The nomination for election to the Board of Directors shall be made from the floor at the Annual Meeting of the Members or special meetings and/or by a nominating committee. Directors shall be elected for a term of three years, or in the case of an unexpired term, the remaining time of the term, Three directors shall be elected for three year terms each year.
SECTION 7. DIRECTORS
7.1 The affairs of this Corporation shall be administered by a Board of Directors elected by the voting members of this Corporation. The Board of Directors shall consist of not less than 5 nor more than 9 members. The Board of Directors may form various Committees and appoint members to these Committees. These Committees may advise and assist the Board in fulfilling its duties, defining its duties and defining the duties of the Committees. Committee members need not be members of the Board. Each committee shall keep minutes of their meetings and shall report as requested by the Board.
7.2 Members of the Board of Directors must be voting members of this Corporation.
7.3 No Director of this Corporation shall be employed in any capacity by the County of Riverside Parks Department.
7.4 Vacancies in the Board of Directors, resulting from resignation, removal or death may be filled by the majority of the remaining Directors, though less than a quorum.
7.5 The Park Interpreter/Ranger and Riverside County Parks Director of designees (or such other titles as these positions may become), of the County of Riverside Parks Department , shall serve as ex-officio members of the Board of Directors and shall have no voting rights in any business conducted by the Board of Directors.’
SECTION 8. DIRECTOR MEETINGS
8.1 Regular meetings of the Board of Directors may be held at a time and place determined by the Board of Directors. Special meetings of the Board of Directors may be called by the President or by a majority of the directors, and it shall therefore be the duty of the Secretary to cause notice of such meeting to be given not less than 5-days prior to the meeting. The 5-day notice may be waived by written consent.
8.2 Any action of the majority of the Board of Directors of this Corporation , though not at a regularly called meeting, shall be valid and effective in all respects if all of the other members of the Board attest in writing to this action.
8.3 A majority of the sitting Directors shall constitute a quorum.
8.4 Members of the corporation may attend Board of Directors’ meetings; however, the Board of Directors may go into closed session in order to discuss personnel issues.
8.5 Director Absences If a director misses three meetings in a row or a majority of the meetings in a year (regular & special total) the director seat is immediately declared vacant and may be filled by the remaining directors at a meeting of the Board of Directors or by the members of the corporation at the Annual Meeting.
SECTION 9. POWERS OF THE DIRECTORS
9.1 General Powers The Board of Directors is responsible for the management of the business of the Corporation. The Board of Directors is subject to the restrictions of the Corporation’s Articles of Incorporation, the Corporation’s by-laws and applicable restrictions imposed by law.
9.2 Special Powers of Directors
a. To make and change regulations, consistent with these by-laws, for the management of the Corporation’s business and affairs.
b. To appoint and remove, at pleasure, any officer or agent of the Corporation, prescribe and assign or delegate their duties and devolve the powers and duties of any officer upon any other director for the time being.
c. To appoint and remove or suspend such subordinate officers, agents or factors as they may deem necessary.
d. To pay for any property or services purchased by the Corporation , either wholly or partly in money, bonds, debentures or other securities of the Corporation.
e. To borrow money,to make and issue notes, bonds, and other negotiable and transferable instruments, mortgages, deeds of trust, trust agreements and to do every act anything necessary to effectuate the same.
f. To select and designate such bank or trust company as they deem advisable as official depositary of the funds of the Corporation and to prescribe and order the manner in which such deposits shall be made and/or withdrawn.
g. Compensation of Directors. Directors shall not receive compensation for their service. However, nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
SECTION 10. OFFICERS
10.1 The officers shall consist of a President, one or more Vice-Presidents, a Secretary, and a Treasurer. The President may not serve as both President and Treasurer. These officers must be members of the Board of Directors, Assistant Secretaries and Assistant Treasurers may be appointed by the board. Assistant officers need not be members of the Board of Directors.
SECTION 11. PRESIDENT
11.1 The President shall be elected by the Board of Directors. The President shall preside over all meetings of the Board of Directors. The President shall have such other powers and perform such other duties as required by the Board of Directors. The President may form Committees, define the duties of these Committees and appoint members to these Committees. Each Committee shall keep minutes of their meeting and shall report as requested by the President. Committee members need not be members of the Board.
SECTION 12. FIRST VICE-PRESIDENT AND ADDITIONAL VICE-PRESIDENTS
12.1 The 1st Vice-President shall be elected by the Board of Directors. The 1st Vice-President shall, in the absence of the President, perform all of the duties of the President and have all the powers of the President.
12.2 The Board of Directors may elect additional Vice-Presidents, from the members of the Board of Directors, and assign such duties and responsibilities as the Board deems appropriate.
SECTION 13. SECRETARY AND ASSISTANT SECRETARY
13.1 The Secretary shall be elected by the Board of Directors and shall keep a record of the proceedings of the Board of Directors and make proper entries in the books of the Corporation. Additionally, the Secretary shall keep the Corporate Seal and a list of all current members. The Secretary shall serve all notices required by law or the by-laws of the Corporation. In the case of the absence of a Secretary or the Secretary’s refusal or inability to act, the Secretary’s duties may be performed by any board member whom the Board of Directors may direct.
13.2 One or more Assistant Secretaries may be appointed by the Board of Directors to perform such duties as assigned to them by the Board of Directors. Assistant Secretaries shall perform under the direction of the Secretary, or in the Secretary’s absence, the Board of Directors.
SECTION 14. TREASURER AND ASSISTANT TREASURER
14.1 The Treasurer shall be elected by the Board of Directors and may hold additional offices in
the Corporation. The Treasurer shall keep the financial records of the Corporation, oversee the receipt and expenditures of corporate monies, prepare financial summaries, and perform related duties as required by the Board of Directors.
14.2 One or more Assistant Treasurers may be appointed by the Board of Directors and may have such duties and powers as assigned from time to time by the Board of Directors. Assistant Treasurers shall serve under the supervision of the Treasurer, or in the Treasurer’s absence, the Board of Directors.
SECTION 15. MISCELLANEOUS PROVISIONS
15.1 The Corporate Office shall be established and maintained in the County of Riverside, California in such locations or locations as determined by the Board of Directors.
15.2 Checks, drafts or other orders for the payment of money, notes or other evidence of debts of the Corporation shall be signed by the President or by the Secretary or Treasurer or by such officers as determined from time to time by the Board of Directors.
15.3 The fiscal year of this Corporation shall be the calendar year (from January 1 through December 31) or as determined by the Board of Directors.
15.4 ACCOUNTING SYSTEMS AND REPORTS; The Board of Directors shall establish and maintain a complete accounting system that provides for reasonable security measures. The Treasurer shall present financial reports to the Board of Directors in a timely manner and shall present a financial report to the Members at the Annual Membership meeting.
SECTION 16. AMENDMENTS
16.1 These by-laws may be amended by an affirmative vote of 70% of a quorum of members, present or by proxy, or by the affirmative vote of a majority of the Directors at any meeting, provided the substance of the proposed amendments shall have been stated in the notice of the meeting at least twenty (20) days, but not more than forty-five (45) days,before the meeting.
SECTION 17. NOTICE AND WAIVER OF NOTICE
17.1 Whenever notice is required by these by-laws, notice is deemed sufficient if given by depositing the written notice in a post office address or by electronic mail sent to recipients last known email address. Notice shall be deemed to be sent on the day of such mailing. Any notice required to be given may be waived by the person entitled thereto.
SECTION 18. DONATIONS
18.1 This Corporation may accept gifts, legacies, donations and/or contributions in any form upon terms and conditions set by the Board of Directors.