Bylaws

BYLAWS

Last amended on September 30, 2023


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 government

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 thirteen (13) members. The number shall be confirmed by board approval.

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 beginning of

the Annual Meeting, and terminate at the beginning of the Annual Meeting three (3) years later.

Section 3.07. Staggered Terms: The Board shall be divided as closely as possible into thirds,


and termination dates shall be staggered as determined from time to time by resolution of the

Board of Directors, to avoid a majority of board terminations in any single year.

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 (2) sequential terms. After one (1)

year’s rotation off the board, the Director may be eligible for reelection as a Director.

Section 3.10. Appointment: If the Board has fewer than thirteen (13) Directors,

a new Director may be appointed by a majority vote of the Board of Directors between Annual

Meetings.

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

Section 3.09. Term Limits: A Director may serve for two (2) sequential terms. After one (1)

year’s rotation off the board, the Director may be eligible for reelection as a Director. 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 effective as of the date on

the resignation letter unless otherwise noted in the resignation letter.

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 constitute 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 President, 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 Officers at

the Annual Meeting.

Section 4.04. Vacancies: The Board of Directors shall elect a Director to fill the vacated 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 committees; 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 this office.

Secretary: The Secretary shall keep the minutes of the meetings of the Corporation, 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 oversee 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: BOARD MEMBERS EMERITUS


Section 5.01. Definition: There shall be a category of board member known as Board Member

Emeritus who is nominated and elected by the Board of Directors. Board members emeritus

shall be selected from those board members who have served on the Board of Directors with

distinction and excellence.


Section 5.02. Rights: A Board Member Emeritus shall be entitled to receive all written notices

and information which are provided to the Board of Directors, to attend all Board meetings, to

participate in meetings of the committees on which they serve and encouraged to attend all other

events conducted by the organization. A Board Member Emeritus shall not be counted in

determining if a quorum is present, entitled to hold office or entitled to vote at any Board

meeting.

Section 5.03. Eligibility: In order to be considered for designation as Board Member Emeritus,

a person must be a current or former member of Yosemite Gateway Partners Board of Directors

who has:

Served the Board of Directors with distinction

Held an important leadership role and made significant contributions

Engaged in major volunteer or advocacy activities in his or her service on the Board

Completed the term(s) for which he or she was appointed

Section 5.04. Election: Annually, with the recommendation of the Executive Committee, the

Board of Directors will consider potential candidates and may nominate one or more individuals

to serve as Board Member Emeritus. The Executive Committee will present the nomination(s)

along with supporting statements to the Board of Directors for consideration. A simple majority

vote of Directors at a meeting at which a quorum is present is sufficient to approve an

appointment.


ARTICLE V: ADVISORS


Section 6.01: Qualifications: The Board of Directors shall have authority to select Advisors

based on qualifications related to the mission and needs of the Corporation.

Section 6.03: Number: The number of Advisors shall be set by the Board of Directors to reflect

a balance of gateways whenever possible.


ARTICLE VII: COMMITTEES


Section 7.01. 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 Directors 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 7.02. 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 7.03. Board Organization and Policy Committee: The Board Organization

Committee shall be chaired by a Director, and shall provide orientation for new Directors;

periodically review bylaws; and oversee corporate education and development of the Board of

Directors.

Section 7.04. 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 7.05. 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 7.06. Termination: The President may terminate Ad Hoc Committees when the Board

deems they are no longer useful.

Section 7.07. 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 7.08. 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 VIII: MEETINGS


Section 8.01. Annual Meeting: The Board of Directors shall conduct an Annual Meeting 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 8.02. Regular Board Meetings: The Board of Directors shall determine the time, place

and frequency of Regular Meetings for transacting the business of the Corporation.

Section 8.03. Special Board Meetings: The President or two Directors may call Special

Meetings when specific or urgent issues must be resolved. Notification must be distributed

electronically by phone or email at least two days in advance.

Section 8.04. Electronic Vote: In cases where time is of the essence in making a decision 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 8.05. Closed Board Meetings: Closed Meetings limited to the Board of Directors 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 8.06. Time and Location: The Board of Directors shall determine the time and location

of all meetings of the Corporation.

Section 8.07. 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 8.08. 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 8.9. 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 IX: CONFLICT OF INTEREST


Section 9.01. Conflict of Interest: Any member of the board who has a financial, personal, or

official interest in, or conflict, or appearance of a conflict, with any matter pending 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 X: PARLIAMENTARY AUTHORITY


Section 10.01. 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


ARTICLE X: PARLIAMENTARY AUTHORITY


Section 10.01. 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 10:02. 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 11.01. Proposals for Change: Proposals to amend these Bylaws may be made by any

Director, or by the Board Organization Committee convened to review the Bylaws.

Section 11.02. 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 11.03. 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 12.01. Dedication of Assets: This Corporation’s assets are irrevocably dedicated 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 established 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

Amended on July 5, 2019 during Annual Meeting by Conference Call

Amended on September 30, 2023 at the annual retreat in Mammoth, California