Yosemite Gateway Partners • EIN 27-0372540
Amended on November 3, 2017
ARTICLE I: CORPORATE IDENTITY
Section 1.01. Name: The name of this Corporation is “Yosemite Gateway Partners”.
Section 1.02. Corporate Clarification: This Corporation is a private, tax exempt, not
for profit, public benefit corporation organized under California State Law.
ARTICLE II: PURPOSE
Section 2.01. Purpose: Yosemite Gateway Partners, Inc., is a partnership of govern-
ment agencies, community organizations, tribes, individuals and businesses that
acknowledge the interdependence of Yosemite National Park and the surrounding
communities, and collaborate on and address issues of regional importance to create
sustainable cultural, natural and economic prosperity.
ARTICLE III: BOARD OF DIRECTORS
Section 3.01. Powers: The Board of Directors shall conduct, manage, and direct the
business affairs, determine policies and procedures, and exercise the corporate powers
of this Corporation.
Section 3.02. Composition: The Board of Directors shall number not less than five
(5) or more than eleven (11) members. The number shall be confirmed by board ap-
Section 3.03. Eligibility: Directors shall be selected from volunteers who are active in
Yosemite Gateway Partner activities. Each member shall be at least 18 years of age,
and shall be a resident of the State of California.
Section 3.04. Geographic Equity: Every attempt shall be made to select an equal
number of Directors from each gateway.
Section 3.05. Election: Directors shall be elected at a June Board of Directors meeting
by a majority vote of the Board and shall take office at the beginning of the Annual
meeting in July, unless otherwise determined by the Board.
Section 3.06. Term of Office: The term of office of a Director shall begin at the begin-
ning of the Annual Meeting, and terminate at the beginning of the Annual Meeting two
(2) years later.
Section 3.07. Staggered Terms: A simple majority of the Directors shall be elected
on the even years and the remainder shall be elected on odd years, or as may be de-
termined from time to time by resolution of the Board of Directors.
Section 3.08. Sequential Terms: Terms may be renewed by majority vote of the
Board of Directors at the Annual Meeting that terminates the preceding term.
Section 3.09. Term Limits: A Director may serve for three (3) sequential terms. After
one (1) year’s rotation off the board, the Director may be eligible for reelection as a Di-
Section 3.10. Appointment: If the Board has fewer than eleven (11) Directors,
a new Director may be appointed by a majority vote of the Board of Directors between
Section 3.11. Filling a Vacancy: A vacancy in office shall be filled by majority vote of
the Board of Directors. The term of office shall begin immediately and shall be for the
remainder of the unfulfilled term. The unfulfilled term shall count as the first term when
determining the length of service on the board.
Section 3.12. Resignation: Resignations shall be in writing, dated, and sent or
emailed to the President or the Secretary of the Corporation. Resignations shall be ef-
fective as of the date on the resignation letter unless otherwise noted in the resignation
Section 3.13. Removal for Absence: Absence from three (3) consecutive meetings,
or absence from five (5) meetings during any twelve months without excuse, shall con-
stitute automatic termination of tenure.
Section 3.14. Removal for Cause: After at least fifteen (15) days’ notice sent to the
last known address, removal of any Director shall be achieved by a simple majority vote
of the other Directors whenever, in the judgment of the majority, the best interests of the
Corporation would be served.
Section 3.15. Compensation: Members of the Board of Directors shall serve without
compensation for their time spent as Directors.
Section 3.16. Reimbursement: Board members may be reimbursed for reasonable
expenses incurred in the performance of their duties.
Section 3.17. Inspection Rights: Every Director shall have the right to inspect and
make copies from corporate books, records and documents, and to inspect the physical
properties of the Corporation.
ARTICLE IV: OFFICERS
Section 4.01. Composition: The Officers of this Corporation shall consist of a Presi-
dent, First Vice President, Second Vice President, Secretary and Treasurer.
Section 4.02. Qualifications: Officers shall be chosen from the membership of the
Board of Directors.
Section 4.03. Election: The Board of Directors shall nominate and elect a slate of Of-
ficers at the Annual Meeting.
Section 4.04. Vacancies: The Board of Directors shall elect a Director to fill the vacat-
ed office for the remainder of the vacated term.
Section 4.05. Term of Office: The term of each office shall be for one year.
Section 4.06. Duties of Officers:
President: The President shall preside at all meetings of the Corporation;
shall appoint committee chairs; shall serve as ex-officio member of all com-
mittees; and shall perform other duties consistent with this office.
First Vice President: In the absence of the President, the First VicePresident
shall preside at meetings and assume all other duties of the President, and
shall perform other duties consistent with this office.
Second Vice President: In the absence of the President or the First Vice
President, the Second Vice President shall preside at meetings and assume
all other duties of the President, and shall perform other duties consistent with
Secretary: The Secretary shall keep the minutes of the meetings of the Cor-
poration, shall oversee maintenance of all records of the Corporation, and
shall perform other duties consistent with this office.
Treasurer: The Treasurer shall act as Chief Financial Officer and shall over-
see the financial policies and non-profit accounting procedures, fiscal controls
and reporting of the Corporation, shall report to the Board of Directors on all
financial matters, and shall perform other duties consistent with this office.
ARTICLE V: ADVISORY COUNCIL
Section 5.01: Composition: The Advisory Council shall be an advisory body that
studies and debates issues, and makes recommendations to the Board of Directors on
matters of policy. Directors shall be ex-officio members of the Advisory Council.
Section 5.02: Qualifications: The Board of Directors shall have authority to select
Advisors for the Advisory Council based on qualifications related to the mission of the
Section 5.03: Number: The number of Advisors shall be set by the Board of Directors
to reflect a balance of organizations and gateways.
Section 5.04: Moderator: The Advisory Council shall elect its own Moderator.
Section 5.05: Board Representation: The Board shall appoint a board member to act
as liaison to the Advisory Council.
ARTICLE VI: COMMITTEES
Section 6.01. Executive Committee: The Executive Committee shall consist of all the
officers of this Corporation, namely the President, First Vice-President, Second Vice
President, Secretary, and Treasurer. The Committee shall organize the activities of the
Board of Directors, may take urgent emergency action on behalf of the Board of Direc-
tors when calling a full meeting of the Board is not expedient, and shall carry out any
other duties assigned by the Board of Directors.
Section 6.02. Finance Committee: The Treasurer shall chair the Finance Committee,
which shall oversee budget development and the financial activities of the Corporation.
Members of the Finance Committee shall be chosen from the Board of Directors.
Section 6.03. Board Organization and Policy Committee: The Board Organization
Committee shall be chaired by a Director, and shall provide orientation for new Direc-
tors; periodically review bylaws; and oversee corporate education and development of
the Board of Directors.
Section 6.04. Ad Hoc Committees: The President may appoint as many Committee
Chairs and Committees necessary to investigate, study, and make recommendations to
the Board on issues consistent with the mission of the Corporation.
Section 6.05. Composition: The composition of all Committees shall adhere to the
specifications set forth by the Board of Directors. Committee membership may include
Directors, Advisors, staff, volunteers, and any other individuals whose expertise may be
useful in achieving committee goals.
Section 6.06. Termination: The President may terminate Ad Hoc Committees when
the Board deems they are no longer useful.
Section 6.07. Limits of Authority: Committees are investigative, not decision-making
bodies. Committees make recommendations to the Board of Directors. No action by any
committee shall be binding upon the Corporation.
Section 6.08. Committee Meetings: Committee meetings may be held in person, by
conference call, electronically, or sequentially by email as determined by committee
members. Committee recommendations shall be reported to the Board of Directors
electronically or in person at meetings of the Board.
ARTICLE VII: MEETINGS
Section 7.01. Annual Meeting: The Board of Directors shall conduct an Annual Meet-
ing of the Corporation for the purpose of seating the newly elected Board of Directors,
electing Directors and Officers, and conducting any other business as may come before
the Board. The Annual Meeting shall be held during the month of July, unless otherwise
determined by the Board, at a date, time and location selected by the Board.
Section 7.02. Regular Board Meetings: The Board of Directors shall determine the
time, place and frequency of Regular Meetings for transacting the business of the Cor-
Section 7.03. Special Board Meetings: The President or two Directors may call Spe-
cial Meetings when specific or urgent issues must be resolved. Notification must be dis-
tributed electronically by phone or email at least two days in advance.
Section 7.04. Electronic Vote: In cases where time is of the essence in making a de-
cision or resolution, and urgency precludes calling a meeting of the Board, a quorum
vote may be taken by voice-video, or telephone conference call. A record of the result of
the vote shall be kept with the minutes of the Corporation.
Section 7.05. Closed Board Meetings: Closed Meetings limited to the Board of Di-
rectors and individuals selected by the Board of Directors may be held to evaluate the
performance of key staff, or to discuss and act on other sensitive subjects such as legal
action, which may threaten personal privacy or the mission of the Corporation if aired
before a decision is made.
Section 7.06. Time and Location: The Board of Directors shall determine the time
and location of all meetings of the Corporation.
Section 7.07. Notification: Directors must be notified in writing electronically or by
mail about the time and place of meetings at least one week in advance.
Section 7.08. Quorums:
Board of Directors Quorum: A simple majority shall constitute a quorum of
the Board of Directors.
Executive Committee Quorum: Three members shall constitute a quorum of
the Executive Committee.
Section 7.9. Majority Vote: Actions taken by the Corporation shall be based on the
vote of the majority of a quorum present at a board meeting.
ARTICLE VIII: CONFLICT OF INTEREST
Section 8.01. Conflict of Interest: Any member of the board who has a financial, per-
sonal, or official interest in, or conflict, or appearance of a conflict, with any matter pend-
ing before the Board, of such nature that it prevents or may prevent that member from
acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse
him/herself and will vacate his seat and refrain from discussion and voting on said item.
ARTICLE IX: PARLIAMENTARY AUTHORITY
Section 9.01. Conduct of meetings: Meetings may be conducted informally. In any
case where reverting to Parliamentary Procedure is considered useful, Robert’s Rules
of Order shall serve as the final authority.
Section 9:02. Suspension of by-laws: Bylaws may be suspended by a two-thirds vote
of a quorum of the Board of Directors.
ARTICLE X: AMENDMENTS
Section 10.01. Proposals for Change: Proposals to amend these Bylaws may be
made by any Director, or by the Board Organization Committee convened to review the
Section 10.02. Notification: Proposals for amendments shall be submitted in writing
electronically or by postal service to all Directors two weeks in advance of a vote.
Section 10.03. Amendment: After the notification period, these Bylaws may be
amended by the majority vote of a quorum at any meeting of the Board of Directors.
ARTICLE XI: DEDICATION OF ASSETS
Section 11.01. Dedication of Assets: This Corporation’s assets are irrevocably dedi-
cated to public benefit purposes. No part of the net earnings, properties, or assets of the
Corporation, on dissolution or otherwise, shall inure to the benefit of any private person
or individual, or to any director or officer of the Corporation. On liquidation or dissolution,
all properties and assets remaining after payment, or provision for payment, of all debts
and liabilities of the Corporation shall be distributed to a nonprofit fund, or corporation
that is organized and operated exclusively for charitable purposes, and that has estab-
lished its exempt status under the Internal Revenue Code, section 501 (c)(3).
Adopted on July 9, 2009 at Yosemite National Park, California.
Amended on October 9, 2009 in Groveland, California.
Amended on July 11, 2013 in Yosemite National Park, California
Amended on December 6, 2013 in Yosemite National Park, California
Amended on April 1, 2016 in Yosemite National Park, California
Amended on November 3, 2017 in Yosemite National Park, California
I certify this to be true and correct,
Lisa Cesaro, Secretary of Yosemite Gateway Partners