ARTICLE IV.  DIRECTORS, BOARD MEETINGS, AND COMMITTEES

Section 1.  Number of Directors.  The Board of Directors shall be composed of seven elected directors plus the Cooperating Association Liaison (CAL), the Chair of the committee of uniformed volunteers (unless she/he is already a director), and the Treasurer.  The CAL shall be an ex officio nonvoting member of the Board.  The Chair of the committee of uniformed volunteers and the Treasurer shall be a voting members of the Board.  No reduction of the authorized number of directors shall have the effect of removing any director prior to expiration of the director’s term of office.

Section 2.  Cooperating Association Liaison.  The Cooperating Association Liaison (CAL) is the formal representative of the California Department of Parks and Recreation.  She/he serves as an advisor on all Association activities.  The CAL attends meetings of the Board but may be excluded from closed sessions at the request of the Board.

Section 3.  Powers.  Subject to limitations of the articles and these bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.  The Board may delegate management of the activities of the corporation to any person or persons, a management company, or com¬mittees, however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.  Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these bylaws:

(a)  To select and remove all the other officers, agents, and employees of the corpo¬ration, prescribe powers and duties for them as may be consistent with law, the articles, or these bylaws, fix their compensation, and require from them security for faithful service.

(b)  To conduct, manage, and control the affairs and activities of the corporation, and to make such policies, rules, and regulations that are consistent with law, the articles, or these bylaws, as they may deem best.

(c)  To adopt, make, and use a corporate seal, and to alter the form of such seal from time to time, as they may deem best.

(d)  To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promisso¬ry notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.

Section 4.  Selection and Term of Office.  Positions on the Board of Directors shall be filled by annual election by a majority of members voting by secret ballot before the terms expire.  The Board shall specify by resolution the time and manner of the election.  Each director shall serve for a three year term but shall remain in office until a successor has been elected and qualified.  It is intended that not all director terms expire at the same time, and the Board of Directors may on occasion desig¬nate one or more terms to be one or two years rather than three at the time of election to make the distribution of expiring terms more even.

Section 5.  Vacancies.  Subject to the provisions of Section 5226 of the California Nonprofit Public Benefit Corporation Law, any director may resign effective on giving written notice to the President of the Board, the Vice President, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation.  If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective.

Vacancies on the Board occurring prior to expiration of a term shall be filled by appointment by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director.  Each director so selected shall hold office for the remainder of the unexpired term.

A vacancy or vacancies in the Board shall be deemed to exist in case of death, resignation, or removal of any director, or when the authorized number of directors is in¬creased.

Section 6.  Removal from Office.  Any director may be removed from the Board by the members upon presentation to the Board of a recall petition bearing valid signatures of a majority of Association members.

The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or found by a final order of judgment of any court to have breached any duty arising under Article 3 of the California Nonprofit Public Benefit Corporation Law.

Section 7.  Place of Meeting.  Meetings of the Board shall be held at any place within a 100 mile radius of the corporate office as designated by the Board.  In the absence of such designation, regular meetings shall be held at the principal office of the corporation.

Section 8.  Board Meetings.  Regular Board meetings shall be held at least quarterly at times and places designated by the Board.  Notice of each regular meeting shall be posted at the corporate office and provided to each Board member not less than two weeks prior to the meeting.  A meeting may be declared closed by the President or by a majority of the voting directors only to consider disciplinary actions or litigation.  A majority of the directors constitute a quorum of the Board for 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, unless a greater number is required by law or by the articles, except as provided in the next sentence.  A meeting at which a quorum is initially present may contin¬ue 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.

Section 9.  Special Meetings.  Special meetings of the Board for any purpose or purposes may be called at any time by the President of the Board, a majority of directors, or ten members.

Special meetings of the Board shall be held on at least four days= notice by first class mail or electronic communication or at least twenty hours= notice given personally or by telephone.  Any such notice shall be addressed or delivered to each director at such director=s address as it is shown on the records of the corporation or as may have been given to the corporation by the director for purposes of notice, or, if such address is not shown on such records or is not readily ascertainable, at the place at which the meetings of the directors are regularly held.

Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid.  Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient.  Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient, or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver.

Section 10.  Action without Meeting.  Any action required or permitted to be taken by the board may be taken without a meeting if all members of the board shall individually or collectively consent in writing or by email to such action.  Such consent or consents shall have the same effect as a unanimous vote of the board, and shall be filed with the minutes of the proceedings of the board.

Section 11.  Waiver of Notice.  Notice of a meeting need not be given to any director who signs a waiver of notice or who signs a written consent to holding the meeting.  Such waiver or consent shall be filed with the corporate records or shall be made part of the minutes of the meeting.

Section 12.  Adjournment.  A majority of the directors present, whether or not a quorum is present, may adjourn any directors= meeting to another time and place.  Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed prior to adjournment, except as provided in the next sentence.  If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting (as specified for Special Meetings in Section 9) to the directors who were not present at the time of the adjournment.

Section 13.  Rights of Inspection.  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 of which such person is a director.

Section 14.  Committees.  The Board may appoint one or more committees and delegate to such committees any of the authority of the Board, except with respect to:

(a)  Approval of any action for which the California Nonprofit Public Benefit Corpo¬ration Law also requires approval of the members of the Board or approval of a majority of all members of the Association;

(b)  Filling of vacancies on the Board;

(c)  Amendment or repeal of bylaws or the adoption of the new bylaws;

(d)  Amendment or repeal of any resolution of the Board;

(e)  Appointment of other committees of the Board or the members thereof;

(f)  Approval of any self dealing transaction, as such transactions are defined in Section 5233(a) of the California Nonprofit Public Benefit Corporation Law.

Any such committee must be created by resolution adopted by a majority of the authorized number of directors then in office, provided a quorum is present, and any such committee may be designated an executive committee or by such other name as the Board shall specify.  The Board shall have the power to prescribe the manner in which the pro¬ceedings of any such committee shall be conducted.  In the absence of any such prescrip¬tion, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted including the manner of selecting members.  Unless the Board or such commit¬tee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this article applicable to meetings and actions of the Board.  If requested by the Board, each committee shall keep minutes of its meetings and submit a copy to the Secretary.

Section 15.  Fees and Compensation.  Directors and members of committees shall serve without compensation, save for such reimbursement for expenses as may be approved by the Board.