Yosemite Gateway Partners • EIN 27-0372540
April 1, 2016
ARTICLE I: NAME
Section 1.01. Name: The name of this Corporation is “Yosemite Gateway
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
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
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. 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 3.05. 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 two (2) years later.
Section 3.06. 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 determined from time to time by resolution of the Board of Directors.
Section 3.07. Sequential Terms: Terms may be renewed by majority vote of
the Board of Directors at the Annual Meeting that terminates the preceding term.
Section 3.08. 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 Director.
Section 3.09. 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 Annual Meetings. The changed number shall be confirmed by Board
Section 3.10. 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.
Section 3.11. 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.
Section 3.12. 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 3.13. 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 3.14. Interested Director: No part of the net earnings, if any, of this
Corporation shall inure to the benefit of any Director or other individual, and no
gain, profit, or dividends shall ever be distributed to any member of this
Corporation or inure to the benefit of any private persons, except as provided for
in these Bylaws.
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 as reflected in
the reimbursement policies of the Corporation.
Section 3.17. Contracts with Directors: A quorum of disinterested members of
the Board of Directors may contract for specific professional services with an
individual Director in a case where the Board determines that the Corporation
could not obtain a more advantageous arrangement elsewhere with reasonable
effort; and the contract is fair and beneficial to the Corporation at the time it is
Section 3.18. 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 Chief
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. Term Limits: Officers may hold office for a maximum of three (3)
terms, after which they are eligible to assume different offices.
Section 4.07. 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
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.
Chief Financial Officer/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: 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
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 Corporation.
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.
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 Chief Financial Officer-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 6.02. Finance Committee: The Chief Financial Officer-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. Audit Committee: The Audit Committee shall consist of
volunteers who are not currently serving on the Board of Directors.
Section 6.04. Board Organization 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 6.05. 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
Section 6.06. 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 6.07. Termination: The President may terminate Ad Hoc Committees
when the Board deems they are no longer useful.
Section 6.08. 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 6.09. 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 recorded and
reported to the Board of Directors electronically or in person at meetings of the
ARTICLE VII: MEETINGS
Section 7.01. Annual Meeting: The Board of Directors shall conduct an Annual
Meeting of the Corporation for the purpose of 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 Corporation.
Section 7.03. 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
Section 7.04. 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, email, telephone conference call or
fax. A record of the result of the vote shall be kept with the minutes of the
Section 7.05. 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 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 affirmative vote of the majority of a quorum present at a meeting.
ARTICLE VIII: CONFLICT OF INTEREST
Section 8.01. 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 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 Bylaws.
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
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
ARTICLE XI: CORPORATE CLARIFICATION
Section 11.01. Non-Stock Corporation: Yosemite Gateway Partners, Inc., is
organized as a non-stock, public benefit Corporation.
Section 11.02. Non-Membership: Yosemite Gateway Partners, Inc., is a non-
ARTICLE XII: 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
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
I certify this to be true and correct,
Debbie Cook, Secretary of Yosemite Gateway Partners