Bylaws of the Temescal Canyon Association, as Amended February 2008

PRINCIPAL PURPOSE

The Temescal Canyon Association was established as a not-for-profit organization, incorporated in California in 1972, and qualifying under Internal Revenue Code Section 501 (c)(3). The specific and primary purposes of the Temescal Canyon Association shall be:
To be an advocate for the preservation of open space in the Santa Monica Mountains.
To enhance the public’s experience of the open space through building and maintenance of trails, and by leading the public on hikes along these trails.
To act as a liaison between the community and the various park agencies.
To support and assist the various park agencies in those areas deemed appropriate by the Board.

MEMBERSHIP

Section 1. Membership in this organization is open to those who share the interest in furthering the purposes listed above, and who pay the requisite membership fees.

Section 2. Membership fees and dues will be set by the Board of Directors.

Section 3. Each member of this Association will be entitled to one vote. Business brought before the members at any general meeting, annual or special, shall be decided by a majority vote of those present and voting.

Section 4. Annual Meeting – The annual meeting of the members of this Association shall be held in the month of November or December, at a location determined by the Board of Directors. Written notice of the time and place of the annual meeting shall be delivered personally to each voting member or sent to each voting member by mail, e-mail, or other form of written communication, addressed to each voting member’s address as it is shown on the records of the Association. Any notice shall be sent or delivered at least five days before the date of the meeting.

Section 5. Special Meetings – Special meetings of the members of the Association for any purpose or purposes may be called at any time by the president of the Association or by any nine directors.

Written notice of the time and place of special meetings of the members shall be given in the same manner as for annual meetings of the members.

Section 6. Liabilities of Members – No person who is now, or who later becomes, a member of this Association shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors of this Association shall look only to the assets of this Association for payment.

The Association indemnifies, and holds harmless, and agrees to defend all officers and directors of the Association against all claims and legal actions to the maximum extent permitted by law.

BOARD OF DIRECTORS

Section 1. Number of Directors – The Board of Directors shall consist of a minimum of 15 members until the number of directors is changed by amendment to these bylaws.

Section 2. Quorum – A majority of the current members of the Board of Directors shall constitute a quorum for the transaction of business.

Section 3. Powers of Directors – Subject to limitations of the articles of incorporation, other sections of the bylaws, and of California law, all corporate powers of the Association shall be exercised by or under the authority of, and the business and affairs of the Association shall be controlled by, the Board of Directors. Without limiting the general powers, the Board of Directors shall have the following powers:

(a) To select and remove all the other officers, agents, and employees of the Association, prescribe such powers and duties for them as may not be inconsistent with law, the articles of incorporation, or the bylaws.

(b) To conduct, manage, and control the affairs and business of the Association, and to make rules and regulation not inconsistent with law, the articles of incorporation, or the bylaws.

Section 4. Election and Term of Office – Directors shall be elected at the annual meeting and shall serve for one year from the date of their election, without limitation on the number of years in office.

Section 5. Vacancies – Vacancies in the Board of Directors shall be filled by a majority of the remaining directors then in office even though less than a quorum. A successor director so elected shall serve for the unexpired term of his predecessor.

Section 6. Place of Meeting – Regular meetings of the Board of Directors shall be held at any place that has been designated from time to time by resolution of the board. Special meetings of the board may be held at a place designated by the board.

Section 7. Organization Meeting – Following each annual meeting of members, the Board of Directors shall hold a regular meeting for the purposes of organization, election of officers, and the transaction of other business. No notice of such organizational meeting need be given.

Section 8. Other Regular Meetings – Other regular meetings of the Board of Directors shall be held when called.

Section 9. Special Meetings – Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the president, or by a majority of the current members of the Board of Directors.

Section 11. Removal – A Director may be removed from office, for cause, by the vote of a majority of the directors.

Section 12.Compensation- The directors shall receive no compensation for their services as directors.

OFFICERS

Section 1. Officers – The officers of this Association shall be a president, vice president, secretary, and treasurer, and such other officers as the Board of Directors may appoint. One person, other than the president, may hold more than one of these offices. Officers shall be members of the Board or Directors.

Section 2. Election – The Board of Directors shall elect all officers of the Association for terms of one year, or until their successors are elected and qualified.

Section 3. Vacancies – A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by the Board of Directors.

Section 4. President – Subject to the control of the Board of Directors, the president shall have general supervision, direction and control of the business and affairs of the Association. The president shall preside at all meetings of the members and directors and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.

Section 5. Vice President – In the absence or disability of the president, the vice president shall perform all the duties of the president and in so acting shall have all the powers of the president. The vice president shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 6. Secretary – The secretary shall keep a full and complete record of the proceedings of the Board of Directors, shall keep the seal of the Association and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the Association, and shall discharge such other duties of the office as prescribed by the Board of Directors.

Section 7. Treasurer – The treasurer shall receive and safely keep all funds of the Association and deposit them in the bank or banks that may be designated by the Board of Directors. Those funds shall be paid out only on checks of the Association signed by the president, vice president, treasurer or secretary or by such officers as may be designated by the Board of Directors as authorized to sign them. The treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

COMMITTEES

Section 1. Subject to approval by the Board of Directors, the President may establish such committees as the President deems necessary to accomplish specific aims and functions of the Association.

PUBLIC STATEMENTS

Section 1. Only an officer or other person designated by the Board of Directors may make official statements on behalf of the Association, or state an Association position which is not part of the public record. Whenever a member of the Board desires to make an oral or written statement that does not meet these specifications, and that member identifies himself or herself as a Board member, that member shall clearly state that he or she is not representing the Association on the matter being addressed.

AMENDMENT OF BYLAWS

Section 1. Effective date: The Bylaws of the Temescal Canyon Association shall become effective upon the date of adoption by the Board, and shall thereupon supersede all prior Bylaws.

Section 2. How amended: The Bylaws may be amended, repealed, or new Bylaws adopted at any regular meeting of the Board, or at any special meeting called for that purpose. A vote of two-thirds (2/3) of the Board present at the meeting shall be necessary to amend or repeal any Bylaw, or to adopt a new Bylaw.

No amendment or new Bylaw may be voted upon until it has been read at two consecutive council meetings.

The full text of any amendment to or any new Bylaws shall be made available to member of the Board prior to the first reading.

Section 3. No article of Incorporation, Bylaw, or standing rule shall be suspended at any meeting.