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