The name of this corporation is Save the Mesa, Inc.
ARTICLE II
PRINCIPAL OFFICE
The principal office for the transaction of the business of this corporation will be located at the residence of the President of the Board in San Luis Obispo County. The Board of Directors (hereinafter Board) may change the principal office from one location to another within San Luis Obispo County.
ARTICLE III
OBJECTIVES AND PURPOSES
The objectives and purposes of this corporation, as it relates to the Nipomo Mesa and surrounding areas, include but are not limited to efforts:
To educate residents about land use issues as they contribute to the preservation of a rural community.
To establish an information resource of people and a collection of printed, recorded and electronic materials encompassing issues of the preservation of a rural community.
To advocate for the rights of current residents and farmers to assure first priority to access the Mesa’s limited resources, and protection from potential loss of those resources.
To advocate for carefully evaluated study of infrastructure availability and resource consumption in any proposed development.
To advocate for preservation of the area's scenic beauty, rural character, healthful quality of life, and open wooded areas.
To advocate for full compliance with State and County laws that plan for and limit development to available and sustainable resources.
To influence the County Planning staff, Board of Supervisors, Nipomo Community Services District, and other agencies to further the above goals.
To monitor development projects as they proceed to determine if agreed upon mitigation are fulfilled, and to take actions to cause those mitigations to be fulfilled.
To provide leadership in the community for residents who likewise wish to preserve the healthy, rural character of the area.
ARTICLE IV
NON-PARTISAN ACTIVITIES
This corporation has been formed under the California Non-profit Public Benefit Corporation Law for the purposes described above, and it shall be non-profit and non-partisan. The corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office.
This corporation may engage in limited legislative activities related to the furtherance of its mission. Permitted "legislative activities" include only those allowable for a 501(c)(3) organization to undertake under prevailing law. The corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.
ARTICLE V
DEDICATION OF ASSETS
The properties and assets of this non-profit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any member or Director of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes, provided that the organization continues to be dedicated to the exempt purposes as specified in Internal Revenue Code Section 501(c)(3).
ARTICLE VI
MEMBERSHIP
Save the Mesa has a traditional non-voting membership. Any person becomes a traditional non-voting member of Save the Mesa if they meet any of the following criteria:
Payment of annual membership dues of at least $15 per year or contribution to Save the Mesa which has been accepted by the Board to serve in lieu of dues;
Support of Save the Mesa's missions.
ARTICLE VII
ELECTION OF DIRECTORS
SECTION 1. NOMINATIONS
Nominating Committee. The President of the Board shall appoint a committee to select qualified candidates for election to the Board. The Nominating Committee shall report to the Board on or before the date of the election.
SECTION 2. VOTE REQUIRED TO ELECT DIRECTORS
Power to Elect. The power to elect Directors shall be vested in the Board. For each position to be filled a Director present in person or by proxy may cast one vote. Candidates approved by a majority of the Board shall be elected as Directors.
ARTICLE VIII
DIRECTORS
SECTION 1. POWERS
General Corporate Powers. The affairs of the corporation shall be managed, and all corporate powers shall be exercised by the Board.
Specific Powers. These specific powers include but are not limited to selecting and removing the Chief Counsel and Executive Director, if any; prescribing any powers and duties for the same that are consistent with law, with the Articles of Incorporation, and with these Bylaws; and fixing their compensation.
SECTION 2. NUMBER AND QUALIFICATIONS
The authorized number of Directors shall be not less than five (5) nor more than fifteen (15). Qualified to serve is any person eighteen (18) years of age or older and dedicated to the purposes of the corporation. No person who is a paid employee of the corporation may serve as a Director.
SECTION 3. ELECTION AND TERM OF OFFICE
Prior to December 31 of each year, the Board shall elect the Directors who shall serve for the following year. The term of each office shall expire on December 31 of each year, including Directors elected by special election whose term begin on a date other than January 1. There shall be no limit on the number of terms for which a Director can serve.
SECTION 4. VACANCIES
A vacancy or vacancies in the Board shall be deemed to exist on the occurrence of the following:
resignation of any Director;
the Board’s determination that a vacancy exists; or
the Board by a two-thirds vote determines that a Director can no longer serve on the Board.
Any Director may resign, and such resignation shall be effective on giving written notice to the President of the Board, unless the notice specifies a later time for the resignation to become effective. No Director may resign if the corporation would then be left without any Director in charge of its affairs.
SECTION 5. RESTRICTIONS
No one serving on the Board at any time may be interested persons. An interested person is any person compensated by the corporation for services rendered to it within the previous (12) month period, whether as a full-time or part-time employee, independent contractor, or otherwise, Any violation of the provision of this paragraph shall not, however, affect the validity or enforceability of any transaction entered into by the corporation.
SECTION 6. PLACE OF MEETINGS
Regular meetings of the Board may be held at any place designated in the notice of the meeting. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place that has been designated in a notice of the meeting, or if not stated in the notice, or if there has been no notice, at the principal executive office of the corporation. A regular or special meeting of the Board may be held at any place consented to either orally or in writing by all the Directors.
Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in the meeting can hear one another.
SECTION 7. CONDUCT OF MEETINGS
Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.
SECTION 8. REGULAR MEETINGS
Regular meetings of the Board shall be held on the first Monday after the first Saturday of each month, unless the Board fixes another date and notifies every Director in accordance with Section 9 of this Article.
SECTION 9. SPECIAL MEETINGS
Authority to Call. Special meetings of the Board for any purpose may be called at any time by the President or any two members of the Board.
Notice.
Manner of Giving. Notice of the time and place of special meetings shall be given to each Director by one of the following methods:
by personal delivery
by first class mail
by facsimile
by telephone communication, or
by email.
All such notices shall be given or sent to the Director’s address or telephone number as shown on the records of the corporation.
Time Requirements. Notices sent by first class mail shall be mailed at least four days before the time set for the meeting. Notice given by personal delivery, facsimile, telephone or email shall be given at least 48 hours before the time set for the meeting.
Notice Contents. The notice shall state the time and place for the meeting and specify the purpose of the meeting.
SECTION 10. QUORUM AND DECISION-MAKING
More than half of the total number of elected Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 12 of this Article. 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 shall be regarded as the act of the Board. Any action of the Board requiring a "Supermajority" shall require the affirmative vote of not less than two-thirds (2/3) of the Directors present at a meeting duly held at which a quorum is present. All actions shall be subject to the provisions of California Non-profit Corporation Law, including those provisions relating to
approval of contracts or transactions in which a Director has a direct or indirect material financial interest,
appointment of committees, and
indemnification of Directors.
SECTION 11. VOTING BY PHONE
The polling of members of the Board by telephone for the purposes of obtaining a quorum and vote on any decision shall be permitted in appropriate circumstances, subject to ramification at the next meeting of the Board.
SECTION 12. ADJOURNMENT
A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
SECTION 13. NOTICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 48 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
SECTION 14. ACTION WITHOUT MEETING
The Executive Committee, consisting of three or more Officers, shall be empowered to decide matters of urgency that cannot wait until the next regular Board meeting or a special Board meeting. Executive Committee decisions may be made at a meeting or by other oral or written means (e.g., phone, mail, fax, or e-mail). Such decisions shall be made by majority vote of the Executive Committee and shall be presented to the full Board of Directors at its next regular meeting. Action of the Executive Committee shall be filed with the minutes of the proceedings of the Board.
SECTION 15. ATTENDANCE AND PARTICIPATION
Directors unable to attend a regular Board meeting should alert the President of that fact by phone or email before the meeting begins. Upon the failure of any Director to attend three or more regular Board meetings in any calendar year, the Secretary shall cause that Director’s status with the Board to be placed on the agenda of the next regular meeting of the Board. At such meeting, the Board shall determine to admonish the Director, request the Director’s resignation, remove the Director from the Board in accordance with Section 4 hereof or take such other action as the Board may determine appropriate.
SECTION 16. LEAVES OF ABSENCE
The Board may grant a leave of absence to any Director upon application and submittal of reasonable cause upon a finding that the granting of same will be in the best interest of the corporation. A leave of absence shall not be granted to any Director who has missed three or more of the six regularly scheduled Board meetings preceding the application. A Director to whom a leave of absence has been granted shall not be considered to be a member of the Board for any purpose, including the calculation of a quorum, majority or for any other purpose.
SECTION 17: REMOVAL
The Board may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or been found by a final order or judgment of any court to have breached any duty under Article 3 of the California Nonprofit Public Benefit Corporation Law, or who fails to attend three (3) consecutive meetings of the Board without good cause, as determined by the Board. The Board, by the affirmative vote of two-thirds of the Directors in attendance at a duly noticed meeting at which a quorum is present, and may also declare vacant the office of a director for conduct detrimental to the purposes of the corporation.
ARTICLE IX
OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The Board shall have a President, a Vice-President, a Treasurer, and a Secretary. Officers will be selected from among Directors of the corporation. Multiple offices may not be held by the same person.
SECTION 2. ELECTION AND TERM OF OFFICERS
The officers of the corporation shall be chosen by majority vote of the Board and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. Election of officers shall take place at the same time that Directors are elected. The term of office shall expire at the same time a Director’s one-year (or partial year) term expires.
SECTION 3. SUBORDINATE OFFICERS
The Board may appoint, and may authorize the President to appoint, any other officers that the business of the corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined from time to time by the Board.
SECTION 4. REMOVAL OF OFFICERS
Subject to the right, if any, of an officer under a contract of employment, any officer may be removed, with cause, by the Board at any regular or special meeting of the Board.
An officer may be removed by a sixty-six percent (66%) majority vote of Directors at a duly noticed meeting, regular or special, with a quorum established, for conduct that is detrimental to the best interests of the Corporation.
SECTION 5. RESIGNATION OF OFFICERS
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice, unless the notice specifies a later time for the resignation to become effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
SECTION 6. VACANCIES IN OFFICES
A vacancy in any office because of resignation, removal, disqualification, or any other cause shall be filled at the next regular or special Board meeting.
SECTION 7. RESPONSIBILITES OF OFFICERS
President:
The President is: Responsible for communication and organization within the group and Board. Chairs Board meetings (or delegates such duty). Does not vote on Board decisions unless to break a tie. Acts as spokesperson for Save the Mesa (this function can also be delegated to another Board member). Communicates with the members, potential members, and committee members in person, on the phone, and via computer on the STM annual goals and measurement of those goals. Also, is responsible for follow up on action items that are given to various members throughout the year. Participates in various STM activities to provide leadership to the group.
Vice-President:
Performs all presidential duties in absence of President. Helps President coordinate and communicate with committees.
Secretary:
Keeps minutes of Board meetings and annual general meeting, or causes minutes to be taken, certifies minutes, archives minutes. Runs Board meetings if president and vice-president are absent. Sends minutes to board members for review. Furnishes updated membership list and contact info to members each year. Keeps all records of group.
Treasurer:
Deposits funds, pays bills, keeps accurate accounting of Save the Mesa's financial state and reports this monthly to the Board of Directors and annually at General Meeting. Takes care of tax returns and IRS status.
Board Directors:
Attend monthly Board meetings, vote on important issues. Be a positive advocate in the community for the goals of the corporation.
ARTICLE X
COMMITTEES
SECTION 1. COMMITTEES
The Board may, by the affirmative vote of a majority of the Directors, designate one or more committees, each consisting of one or more Directors, to serve at the pleasure of the Board. Any committee shall have such powers as the Board shall direct. Minutes shall be taken for each meeting of any committee and shall be sent to the president before the next board meeting, included with reports attached to the board meeting agenda, and filed with the corporate records There shall be these standing committees:
Education
Mission Statement: To introduce our members to community-related topics and to keep our members informed and up to speed on issues affecting STM -- such as land use decisions, developments, up and coming elections, and other related public matters that effect us.
Organizes and runs monthly education meetings. This includes keeping the ear to the ground within the community to know when informational updates need to occur.
Keeps the Webmaster up do date of speakers, topics and informercials
Generates out press releases as necessary to disseminate education-oriented information. Sends to PR person to distribute to media.
Advocacy
Mission Statement: To examine land-use issues that relate to Save the Mesa's mission to preserve a rural community, to proclaim official positions by Save the Mesa on those issues, and to initiate legal and other actions as circumstances warrant.
Reviews land-use issues that arise in the community
Determines appropriate actions including letter to editor, letter to county for standing, legal action, etc.
Presents action recommendations to Board of Directors for authorization to proceed
Coordinates with Education Committee to recommended press releases
Appoints committee member to champion each action through resolution including coordination with attorneys for legal actions
Generates press releases as necessary to disseminate advocacy-oriented information, sends to PR person to distribute to media.
Provides status of actions at the monthly educational meetings.
2.1 Subcommittee of Advocacy Committee--Settlement Fund Committee--Monitors settlement funds to assure the funds achieve maximum benefit for the community in accordance with Save the Mesa's mission and goals.
Fundraising
To raise funds with maximum efficiency and enjoyment to help fulfill the mission of Save the Mesa. Our philosophy is to "hit and run" so to speak. We are not interested to long term events as it is too draining on volunteers. We want to maximize our income with less effort.
Membership:
Mission Statement: To increase the awareness of Save the Mesa in the community, and to increase membership and prevent attrition.
Increases membership
Orients new members
Creates benefits for membership
Sustains existing memberships.
Generates press releases as necessary to disseminate membership-oriented information, sends to PR person to distribute to media.
Monitoring:
(Potential Mission Statement: To monitor the actions of government agencies and development projects with the goal of furthering the mission of Save the Mesa.) No description until there is a chair.
Plus: Ad Hoc committees (created and dissolved by a majority of the Board as needed) in addition to any other committees established by the Board. Budget and nominating matters will be handled by Ad Hoc committees at the end of each year in preparation for the next year. Chairpersons to each Committee are subject to ratification by the Board, and the Chairpersons shall assign the members of their committee.
SECTION 2. MEETINGS AND ACTIONS OF COMMITTEES
Meetings and actions of a committee shall be governed by the provisions of Article VIII of these Bylaws, concerning meetings of Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members. The Board may adopt rules for the government of any committee.
Each committee will have a board member sponsor who will be initial chair. If there is no board sponsor, a general member may act as sponsor. The sponsors of each committee will write a mission, goals, authority, and process description and distribute to the other board members. Until a sponsor steps up, the committee and its description will not exist. The committee chairs will recruit members for their committees. Only members of Save the Mesa can be assigned to a committee.
ARTICLE XI
INDEMNIFICATION AND INSURANCE
SECTION 1: INDEMNIFICATION
The corporation shall have the power to indemnify any person who is or was a director, officer, employee or other agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, to the full extent permitted under, and in accordance with the procedures set forth in, the California Nonprofit Public Benefit Corporation Law.
SECTION 2: INSURANCE
The corporation shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article; provided, however, that the corporation shall have no power to purchase and maintain such insurance to indemnify any person for a violation of section 5233 of the California Nonprofit Public Benefit Corporation Law or any successor provision thereto.
ARTICLE XII
RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF ARTICLES AND BYLAWS
The corporation shall keep, at its principal business office, the original or a copy of the Articles and Bylaws as amended.
SECTION 2. MAINTENANCE OF OTHER CORPORATE RECORDS
The accounting books, records, and minutes of proceedings of the Board and any committee(s) shall be kept at such place or places as are designated by the Board or at the principal business office of the corporation. The minutes shall be kept in written or typed form or in any other form capable of being converted in to written, typed, or printed form.
SECTION 3. INSPECTION BY DIRECTORS
Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of any kind and the physical properties of the corporation. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
ARTICLE XIII
FINANCIAL MATTERS
SECTION 1. LOANS
No loans shall be made, or debts incurred, in the name of the corporation unless authorized by the Board of Directors.
SECTION 2. CHECKS
Corporate checks for more than $500, consistent and appropriate to implementing Directors’ approved contracts and policies, shall be two-signature checks. Signatories may be any combination of any two of the four Board of Directors officers. Under normal circumstances, the Treasurer should be one of the two signatories.
ARTICLE XIV
AMENDMENTS
These Bylaws may be amended by a two-thirds vote of the Board at a duly noticed meeting with a quorum present.
CERTIFICATE OF THE SECRETARY OF THE BOARD
I hereby certify that I am the duly elected and acting Secretary of Save the Mesa, a California Non-profit corporation, and that foregoing Bylaws, comprising 12 pages, constitute the Bylaws of said corporation as duly amended and adopted at a meeting of the Board of Directors thereof held on Nov. 4, 2002.
Dated: Nov. 4, 2002. Marianne Buckmeyer
AMENDED: Feb. 3, 2003
The board voted to change Article VI Membership of the bylaws to read as follows (caps indicate added or changed text):
Save the Mesa has a traditional non-voting membership. Any person becomes a traditional non-voting member of Save the Mesa if they meet ALL of the following criteria:
Payment of annual membership dues at CURRENT RATE or contribution to Save the Mesa which has been accepted by the Board to serve in lieu of dues;
Support of Save the Mesa's MISSION (changed from missions).
THE MEMBERSHIP OF ANY MEMBER MAY BE REVOKED BY A MAJORITY VOTE OF THE BOARD, AND HIS/HER DUES WILL BE REFUNDED IN FULL.
