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BY LAWS
OF THE
MORONGO BASIN CONSERVATION ASSOCIATION, INC.
(A California Nonprofit Corporation)
ARTICLE I
NAME
Section 1: The name of this organization shall be the Morongo Basin Conservation Association, Inc. hereinafter referred to as the MBCA.
Section 2: The principal office for the transaction of the business of this corporation shall be located at such place or places within the County of San Bernardino, State of California, as the Board of Directors shall from time to time determine.
ARTICLE II
The objectives of this corporation are:
a) To preserve the economic and environmental welfare of the Morongo Basin against exploitation deemed not in the best interest of the residents thereof
b) To promote master planning for the entire area known as the Greater Morongo Basin including all of the various communities therein.
c) To have and exercise all rights and powers conferred on nonprofit corporations under the, laws of the State of California, including the power to contract, sue and be sued, rent, buy or sell personal or real property, receive contributions and receive property by devise or bequest; provided however that this corporation shall not in any substantial degree engage in activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.
ARTICLE III
MEMBERSHIP
Section I: There shall be four (4) classes of membership, namely:
a) Individual Memberships
b) Individual and Spouse Memberships which may be issued to residents and property owners in the Greater Morongo Basin who are in accordance with the aims of MBCA.
c) Group Memberships may be issued to organizations or businesses who contribute $25.00 or more and who are located in the Greater Morongo Basin and feel the objectives of the MBCA will benefit the community.
d) Supporting Memberships may be issued to any Individual or Individual and Spouse who make a cash contribution of $25.OO or more to the MBCA.
Membership dues shall be subject to annual review and possible change by the Board of Directors.
Section 2: Voting Privileges:
a) Individual members shall have one vote
b) Individual and Spouse members shall each have one vote
c) Group members (organizations and businesses) shall have one vote
d) Supporting members shall have one vote at all annual membership meetings to take any required action including but not limited to authorization or consent to sell, convey or mortgage property of the MBCA or any other act requiring the action of the members of a nonprofit corporation having no capital stock.
Section 3: Meetings: All meetings of members shall be held at the principal office of the MBCA or elsewhere as may be designated by the Board of Directors, as follows:
a) The Annual Meeting of Members shall be held during the month of January each year, the time and place to be set by the Directors. Notification of such time and place together with the Agenda, Slate of Nominees and the Ballot shall be sent by mail not less than 14 days prior to such meeting to all members entitled to vote at such meeting.
Any person whose dues have been received at least 14 days prior to the Annual Meeting in January shall be entitled to vote and at such Annual Meeting, the members entitled to vote shall elect a Board of Directors, consider reports of officers and committees and consider any other business as may be brought properly before such a meeting.
Proxy votes will not be acceptable. Absentee ballots shall be considered valid if received by the Secretary at least one (1) day prior to such meeting No nominations will be accepted from the floor on the day of such meeting, and nominations will be considered closed at the time of acceptance by the Board of Directors, of the slate of nominees presented by the Nominating Committee
b) Special meetings of members may be held at any time upon call of the President or upon the written request of five or more members entitled to vote.
c) The Secretary shall mail written notices of meetings to members. Each member shall furnish the MBCA with his/her address. Notice of any meeting of members shall specify the place, day and hour of meeting and the general nature of the business to be transacted at such meeting
d) A quorum shall consist of those qualified members present at any special. regular or annual meeting which has been duly announced beforehand.
Section 4: Nominations of three (3) Directors shall be made by a Nominating Committee consisting of three (3) members who shall be chosen by the Board of Directors, Voting shall be by secret ballot. Absentee ballots may be sent via mail.
Section 5: The first meeting of the newly elected Board of Directors shall take place within 48 hours after the annual meeting; and the officers for the coming year shall be elected by and from said nine (9) Board of Directors at this meeting.
ARTICLE IV
DIRECTORS
Section 1: The governing body of the MBCA shall consist of nine (9) individuals.
Section 2: The term office for said Directors shall be for three (3) years with three (3) terms expiring each year.
Section 3: The Board of Directors shall have power to:
a) Accept applications for membership, act upon resignations and suspend those who do not attend.
b) Take general charge and supervision of property of the MBCA, including repairs, maintenance, taxes, insurance, assessments and salaries of employees.
c) Incur necessary obligations for and on behalf of the MBCA for general operating expense.
d) Select a Nominating Committee whose duty it will be to choose a slate of three (3) or more for three (3) expiring vacancies. Said slate will then be subject to approval of the Board of Directors prior to preparation of ballots.
e) Fill any vacancy occurring among the officers or directors during any time between the annual meetings of members.
Section 4: Regular meetings of the Board of Directors may be held after due notice, the hour and location to be fixed from time to time by the Board.
Section 5: Special meetings of the Board of Directors may be called at any time and for any purpose whatsoever by the President or three (3) or more of the Directors.
Section 6: A quorum shall consist of those qualified members present at any special, regular or annual meeting which has been duty announced beforehand.
Section 7: Any Director being absent from three (3) consecutive meetings may be subject to suspension.
ARTICLE V
OFFICERS
Section 1: The officers of the MBCA shall be: President, Vice President, Secretary and Treasurer.
Section 2: The officers shall hold office for one year and until their successors are elected or qualified.
Section 3: The President shall preside at all meetings of the members or of the Board of Directors. He/she shall be ex-officio a member of alt committees except the Nominating Committee and perform such other duties incident to the office of President. He/she shall appoint committee chairperson(s) as required.
Section 4: The Vice President shall preside in the absence of the President and perform the duties and exercise the powers of the President.
Section 5: The Treasurer shall receive dues from members and receive other monies that may be paid to the MBCA shall make deposits of funds to designated bank; shall prepare checks for expenses authorized by the Board of Directors and shall be custodial of corporate seal. The Treasurer shall prepare quarterly summaries of receipts, deposits and disbursements. He/she shall keep full and complete records of all receipts, expenditures and other financial transactions and prepare State and Federal Income Tax Returns and Forms and shall submit same for audit when ever required by the Board.
Section 6 The Secretary shall keep full minutes of all meetings of the members and the Board of Directors, shall attend to all correspondence of the MBCA and be custodian of all records.
ARTICLE VI
BOOKS AND RECORDS
Section 1: There shall be maintained by the Officers and employees charged therewith, adequate and correct accounts, books and records of the business and properties of the MBCA.
ARTICLE VII
AMENDMENT
Section 1: These by laws may be amended, repealed, or new by laws adopted by a two-thirds (2/3) vote of the members present and entitled to vote at any annual or special meeting of the members, upon notice duly given.
ARTICLE VIII
PROCEDURES
Section 1: Robert’s Rules of Order, latest edition, shall govern all questions of parliamentary procedures- not specifically covered by the existing by laws of the MBCA at all meetings of members and the Board of Directors.
ARTICLE IX
DISSOLUTION
Section 1: Upon the dissolution or winding up of the affairs of this corporation, any assets remaining after payment, or provision for payment, of all obligations of the corporation shall be distributed to any organization with like aims which has declared its tax exemption as a non profit organization under the revenue and tax laws of the State of California and the United States of America.
These revised By Laws recommended to the membership of the Association voting in the Annual Meeting held on January 25, 1997, and adopted by a majority vote.
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