CALIFORNIA RIVER WATCH
A California Nonprofit Public Benefit Corporation
September 15, 2020
Section 1.1 Principal Office. The principal office of the corporation for the transaction of its activities and affairs is located in the City of Sebastopol, County of Sonoma, State of California.
Section 1.2 Change of Address. The Board of Directors is hereby granted full power and authority to change the principal office of the corporation from one location to another or to establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.
The specific purpose of this corporation is to protect, enhance, and help restore surface and ground waters of California, including oceans, rivers, creeks, streams, wetlands, vernal pools, aquifers and associated environs, biota, flora and fauna, and to educate the public concerning environmental issues associated with these environs.
This corporation shall have two classes of members, voting and non-voting. The Board of Directors shall be the only voting members. Any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority of all members or approval by the members, shall only require approval of the Board of Directors. Non-voting members shall have all the rights of membership other than voting.
Section 4.1 Number. The corporation shall have at least five (5) but no more than ten (10) directors until changed by amendment to these Bylaws. The exact number of directors shall be fixed within those limits by a resolution adopted by the Board of Directors. Collectively, the directors shall be known as the Board of Directors.
Section 4.2 Qualifications. The directors of the corporation shall be residents of the State of California or otherwise have an interest in the State of California that may be affected by water pollution.
Section 4.3 Terms. Directors shall be elected for five-year terms at annual meetings of the Board of Directors to hold office until the next director’s successor is elected and qualifies. If any such directors are not elected at any annual meeting, they may be elected at any special members’ meeting held for that purpose. Each such director, including a director elected to fill a vacancy or elected at a special members’ meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
Section 4.4 Nomination. Any person qualified to be a director under these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law. A nomination for the Board may not be made after the date set for close of nominations.
Section 4.5 Election. The directors shall be elected at an annual meeting as prescribed by these Bylaws or by written ballot as authorized by these Bylaws. The candidates receiving the highest number of votes up to the number of directors to be elected are elected. Directors shall be eligible for re-election without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by these Bylaws. When there exists a vacancy Directors may also be elected at any special meeting.
Section 4.6 Duties. It shall be the duty of the directors to:
- Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation or by these Bylaws.
- Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation.
- Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly.
- Meet at such times and places as required by these Bylaws.
- Register their addresses with the secretary of the corporation. Notices of meetings mailed or emailed to the directors at such addresses shall be valid notices thereof.
- Review current matters under consideration by the Board and approve litigation.
- Conduct any activities allowed by law.
Section 4.7 Compensation. Directors may receive compensation, if any, for their services as may be determined by resolution of the Board to be just and reasonable as to the corporation at the time the resolution is adopted. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 4.6 of these Bylaws.
Section 4.8 Meetings.
- Meetings of the Board may be called by the President, Vice President, Secretary or any three directors.
- All meetings of the Board shall be held at a time and place decided by a majority of the Board.
- Annual meetings of the Board shall be held at a time and place consistent with these Bylaws for the purposes of organization, election of officers and the transaction of other business. Notice of this meeting shall be sent to the Board at least thirty (30) days prior to the meeting.
- Other regular meetings of the Board may be held at such time and place as the Board may determine or fix from time to time.
- Special meetings of the Board may be called by the President, the Vice President, the Secretary, or any three directors. Special meetings shall be held on seven (7) days’ notice delivered personally or by electronic mail.
- A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided.
- Except as otherwise provided in the Articles of Incorporation, these Bylaws, or by law, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present, is the act of the Board, provided however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of directors if any action taken is approved by at least a majority of the required quorum for such meeting.
- The President of the Board or, in his or her absence, any director selected by the Directors present shall preside at meetings of the Board of Directors. The Secretary of the corporation or, in the Secretary’s absence, any person appointed by the presiding officer shall act as secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at the meeting.
- A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
- Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the Minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such directors.
Section 4.9 Quorum. A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except that a quorum shall not be less than one-
fifth the number of directors authorized in the Articles of Incorporation or these Bylaws, or less than two, whichever number is larger.
Section 4.10 Removal for Cause. The Board may declare vacant the office of a director on the occurrence of any of the following events:
- The director has been found by a final order or judgment of any court to have breached duties imposed by Section 5230 of the Corporations Code and following of the California Nonprofit Public Benefit Corporation Law.
- The director has failed to attend four (4) consecutive meetings of the Board.
Section 4.11 Resignation of Director. Any director may resign effective on giving written notice to the President, the Secretary or the Board of Directors unless the notice of resignation specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
Section 4.12 Vacancies in the Board.
- Vacancies on the Board of Directors shall exist on the death, resignation or removal of any director, whenever the number of directors authorized is increased, and on the failure of the members in any election to elect the full number of directors authorized.
- Except as otherwise provided in these Bylaws and except for a vacancy created by the removal of a director pursuant to these Bylaws, vacancies on the Board of Directors may be filled by approval of the Board of Directors, or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office; (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice as provided in Section 4.8 of these Bylaws; or (3) a sole remaining director.
- No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
Section 4.13 Restriction on Interested Persons as Directors. Notwithstanding any other provision of these Bylaws, not more than forty-nine percent of the persons serving on the Board may be interested persons. For purposes of this section, “interested persons” means either:
- Any person currently being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether a full-time or part-time officer or other employee, independent contractor or otherwise, excluding any reasonable compensation paid to a director as director; or
- Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son- in-law, daughter-in-law, mother-in-law or father-in-law of any such person. Any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by a corporation.
Section 4.14 Non-Liability of Directors. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
ARTICLE V OFFICERS
Section 5.1 Number and Titles. The officers of the corporation shall be a President, a Vice President, a Secretary, a Chief Financial Officer and such other officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments. The President is the general manager and chief executive officer of the corporation. Any number of offices may be held by the same person except that the person or person holding the offices of Secretary and/or Treasurer cannot also serve as President.
Section 5.2 Qualification, Election and Term of Office. Any person may serve as officer of this corporation. The officers shall be elected by and serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. Each officer shall hold office until he or she resigns, is removed, is otherwise disqualified to serve or until his or her successor shall be elected and qualified, whichever occurs first.
Section 5.3 Resignation or Removal of Officers. Without prejudice to any rights of an officer under any contract of employment, an officer may be removed with or without cause by the Board, and also, if the officer was not chosen by the Board, by any officer on whom the Board may confer that power of removal. Any officer may resign at any time upon written notice of resignation to the Board, the President, or the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein. The acceptance of a resignation shall not be necessary to make the resignation effective.
Section 5.4 Vacancy in Office. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided, however, that vacancies need not be filled on an annual basis.
Section 5.5 President. The President shall be the general manager and Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the corporation. He or she shall preside at all meetings of members and at all meetings of the Board of Directors. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.
Section 5.6 Vice President. In the absence or disability of the President, the Vice President, as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President, The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for him or her respectively by the Board of Directors or by the Bylaws and the President.
Section 5.7 Secretary. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors and/or members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings, committee meetings and members’ meetings and the proceedings.
Section 5.8 Chief Financial Officer. The Chief Financial Officer, also known as the Treasurer, shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and earnings. The books of account shall at all reasonable times be open to inspection by any director. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.
Section 5.9 Compensation. The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation; provided however, that such compensation paid a director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article IV, Section 4.7, of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation.
CORPORATE RECORDS, REPORTS AND SEAL
Section 6.1 Keeping Records. The corporation shall keep at its principal office in the State of California:
- Adequate and correct records of account and minutes of the proceedings of its members, Board and committees of the Board. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.
- A record of its members, giving their names and addresses.
- A copy of the corporation’s Articles of Incorporation and Bylaws, as may be amended from time to time, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Section 6.2 Annual Report. The Board shall cause an annual report to be furnished not later than one hundred twenty (120) days after the close of the corporation’s fiscal year to all directors of the corporation, which report shall contain the following information in appropriate detail:
- The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
- The principal changes in assets and liabilities, including trust funds, during the fiscal year.
- The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
- The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.
- Any information required by Section 6.3 of this Article. The annual report shall be accompanied by any report thereon of independent accountants or, if there is not such a report, the certificate of any authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
Section 6.3 Annual Statement of Certain Transactions and Indemnifications. The corporation shall deliver annually to its members a statement within one hundred twenty days (120) after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction in which the corporation was a party, and in which any director or officer of the corporation had a direct or indirect material financial interest.
- The statement need only be provided with respect to indemnifications or advances aggregating more than Ten Thousand Dollars ($10,000.00) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.
- Any statement required by this section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
- The annual report shall include the information required by this section.
Section 6.4 Directors, Inspection Rights. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.
ARTICLE VII INDEMNIFICATION
Section 7.1 Right of Indemnity. To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in said section, and including an action by or in the right of the corporation, by reason of the fact that person is or was a person described in said section. “Expenses” as used in this bylaw shall have the same meaning in Section 5238(a) of the California Corporations Code.
Section 7.2 Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or 5238(c) has been met, and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 5238(e) whether the applicable standard of conduct set forth in Section 5238(b) or 5238(c) has been met, and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.
Section 7.3 Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under this Article VII of these Bylaws in defending any proceeding covered by this Article shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any officers, directors, employees and other agents of the corporation against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by any officer, director, employee or agent in such capacity or arising out of the officer’s, director’s, employee’s or agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.
ARTICLE IX AMENDMENTS
Section 9.1 Amendment of Bylaws by Board. Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended or repealed and new bylaws adopted as follows:
- Subject to the rights of members, if any, to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the Board of Directors unless the action would materially and adversely affect the members’ rights as to voting, dissolution, redemption or transfer, provided, however, if this corporation has admitted any members, then a bylaw specifying or changing the fixed number of directors of the corporation, the maximum or minimum number of directors, or changing from a fixed to variable Board or vice versa, may not be adopted, amended or repealed except as provided in subsection (b) of this section.
- By approval of the Board.
Section 9.2 Amendment of Articles of Incorporation.
- Before any members have been admitted to the corporation, any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.
- After members, if any, have been admitted to the corporation, amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors and by approval of the members of the corporation.
- Notwithstanding the foregoing, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of the corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a “Statement by Domestic Nonprofit Corporation” pursuant to Section 6210 of the California Nonprofit Corporation Law.
PROHIBITION AGAINST SHARING CORPORATE PROFITS & ASSETS
No member, director, officer, employee or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from operations of the corporation. This provision shall not prevent payment, however, to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors. Nor shall any such person or persons be entitled to share in the distribution of or to receive any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.