Bylaws

Yosemite Gateway Partners • EIN 27-0372540

BYLAWS

April 1, 2016

ARTICLE I: NAME

Section 1.01. Name: The name of this Corporation is “Yosemite Gateway

Partners”

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 eleven (11) 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. 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

approval.

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

authorized.

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

Financial Officer-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. 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

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.

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

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 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

Corporation.

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

Board.

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

in advance.

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

Corporation.

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

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: 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-

membership Corporation.

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

(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

I certify this to be true and correct,

Debbie Cook, Secretary of Yosemite Gateway Partners

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