SRWP Bylaws – Sacramento River Watershed Program

ARTICLE 1: OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation for the transaction of its business is located in Yolo County, California.

SECTION 2. CHANGE OF ADDRESS

The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Trustees may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

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SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Trustees may, from time to time, designate.

ARTICLE 2: PURPOSES

SECTION 1. OBJECTIVES AND PURPOSES

The primary purpose, goals and objectives of this corporation shall be:

To ensure that current and potential uses of the Sacramento River watershed's resources are sustained, restored, and where possible, enhanced, while promoting the long-term social and economic vitality of the region.

The goals of the Sacramento River Watershed Program are to:

Sustain effective processes to improve watershed quality and protect beneficial uses of water to meet the interests of all stakeholders in the Sacramento River basin.
Provide dependable and accessible information through scientifically sound monitoring.
Provide sound information to support decisions and actions of watershed stakeholders.
Provide and support an effective process that supports locally led and community based environmental management that meets state and federal regulatory requirements in locally appropriate ways.
Promote a stewardship approach to collaborative, whole watershed management.
Ensure that the interests represented in the development of policies, programs and activities of the Sacramento River Watershed Program reflect the diversity of interests represented by all Stakeholders of the watershed.

The Sacramento River Watershed Program provides a forum to give regional expression to a series of local efforts while supporting and preserving the integrity of the local efforts. The Program is established to provide a network for building a basin wide context to improve watershed health. It operates through consensus-based collaboration, partnerships, coordination of research and monitoring, and enhancing mutual education among the stakeholders of the Sacramento River watershed.

Policy direction for the Program comes from the stakeholders of the basin. The Program functions through consensus based Working Committees whose membership is open to anyone with interest, and through regular general stakeholder meetings held throughout the watershed. The Working Committees seek to attain these objectives:

o develop a cost-efficient and well-coordinated long term monitoring program within the watershed to identify the causes, effects, and extent of constituents of concern that affect the beneficial uses of water

Develop and propose control strategies for those constituents, and to measure progress as control strategies are implemented
Assess the health of the watershed in relation to the expressed interests of watershed stakeholders
Reassess and evaluate, on a periodic basis, the health of the watershed, the key problems and sources identified, and the effectiveness of the management strategies developed
Integrate biological monitoring into the overall watershed monitoring program for the purpose of protecting biological and ecological resources within the watershed
Facilitate the exchange of information concerning the watershed and to encourage the broadest based participation in the management, protection, and enhancement of the Sacramento River Watershed
Provide accurate science based education about the condition and characteristics of the watershed to the general public

The Program also functions as a liaison among watershed constituents, local, state, federal and tribal governments, non-government organizations, special districts, and others who live, play, work or otherwise have interest in the health of the Sacramento River basin.

For the purposes outlined in these By-laws, the following definitions will apply:

Stakeholder: Anyone who feels they have some interest, concern, or other stake in the health of the Sacramento River system

Sacramento River watershed: Those lands from which drainage naturally flows into the Sacramento River, including the watershed of Goose Lake.

Consensus: The agreement with a decision or course of action because one can agree with it, accept it, or is willing to agree provided the decision is monitored and reassessed after being implemented. It is not intended as equivalent to unanimous approval.

ARTICLE 3: TRUSTEES

SECTION 1. NUMBER

The corporation shall have a maximum of twenty-one (21) board members and collectively they shall be known as the Board of Trustees. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

SECTION 2. POWERS

Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Trustees, as advised through a general stakeholder plenary process under provisions of these By-laws.

SECTION 3. DUTIES

It shall be the duty of the Trustees to:

(a) 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;

(b) 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;

(d) Meet at such times and places as required by these Bylaws;

(e) Register their addresses with the Secretary of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

(f) Develop and implement policies and procedures, in accordance with the terms of these Bylaws, necessary to ensure that the Board of Trustees adequately represents the diversity of interests in the Sacramento River watershed.

Section 4. Terms of Office

Each Trustee shall hold office for a period of three (3) years and until his or her successor is elected and qualifies, except for the following:

(a) One third of the first members of the Board of Trustees selected at the first annual meeting for election of the Board of Trustees as specified in these Bylaws will serve a first term of one (1) year. All subsequent terms for those Trustees will be for three years from the date of selection, and until his or her successor is elected and qualifies.

(b) One third of the first members of the Board of Trustees selected at the first annual meeting for election of the Board of Trustees as specified in these Bylaws will serve a first term of two (2) years. All subsequent terms for those Trustees will be for three years from the date of selection, and until his or her successor is elected and qualifies.

(c) One third of the first members of the Board of Trustees selected at the first annual meeting for election of the Board of Trustees as specified in these Bylaws will serve a first term of three (3) years. All subsequent terms for those Trustees will be for three years from the date of selection, and until his or her successor is elected and qualifies.

Section 5. Compensation

Trustees shall serve without compensation except that they shall be allowed and paid a reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Trustees may not be compensated for rendering services to the corporation in any capacity other than Trustee unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.

Section 6. Restriction Regarding Interested Trustees

Notwithstanding any other provision of these Bylaws, not more than three (3) of the persons serving on the board may be interested persons. For purposes of this Section, "interested persons" means either:

(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Trustee as Trustee; or

(b) 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.

An officer of the corporation who is otherwise eligible may serve as a Trustee of the Board only with the unanimous consent of the Board of Trustees at the time of election. Such consent shall apply only to the immediate term, and must be reconfirmed or denied at each appropriate annual meeting election of Trustees for that Trustee’s term of office. All other terms of eligibility and election in these Bylaws must also be met.

Section 7. Place of Meetings

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such place within the State of California that has been designated from time to time by resolution of the Board of Trustees. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all Trustees given either before or within 30 calendar days after the meeting and filed with the Secretary of the corporation.

Any meeting, regular or special, may be held by conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all Trustees participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply:

a) Each Trustee participating in the meeting can communicate with all of the other Trustees concurrently;

b) Each Trustee is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation;

c) The corporation adopts and implements some means of verifying 1) that all persons participating in the meeting are Trustees of the corporation or are otherwise entitled to participate in the meeting, and 2) that all actions of, or votes by, the board are taken and cast only by Trustees and not by persons who are not Trustees.

Section 8. Regular and Annual Meetings

a) Regular meetings of Trustees shall be held on the first Wednesday of each month at nine o’clock AM, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day.

b) At the annual meeting of Trustees and other stakeholders held during November of each year, Trustees shall be elected by the Board of Trustees in accordance with this section. Cumulative voting by Trustees for the election of Trustees shall not be permitted. The candidates receiving the highest number of votes up to the number of Trustees to be elected shall be elected. Each Trustee shall cast one vote, with voting being by ballot only, as described in paragraph (c) below.

c) At the annual meeting of Trustees and stakeholders, there shall occur a discussion of candidates in a plenary session of stakeholders without restriction to participation. From these discussions, a recommended slate of Trustee nominees shall be provided to the Board of Trustees for consideration. The Board of Trustees are obligated to elect only those nominated during the plenary session except for the following:

i) If the number of nominees forwarded from the plenary session exceeds the number of vacancies on the Board of Trustees, the Trustees shall elect from among the nominees a sufficient number to fill all vacancies at that time, and;

ii) If the Board of Trustees determines after discussion that one or more of the nominees are ineligible to serve owing to provisions of state or federal law, or to provisions in these By-laws, such nominees shall be removed from consideration. If such removal results in an insufficient number of nominees to fill all vacancies, the Board of Trustees may select through consensus nomination and election such additional nominees as may be required to fill all vacancies.

Section 9. Special Meetings

Special meetings of the Board of Trustees may be called by the Chairperson of the board, the Vice Chairperson of the Board, the Secretary, or by any two Trustees, and such meetings shall be held at the place, within the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation. All special meetings will be noticed.

Section 10. Notice Of Meetings

Regular meetings of the board shall be held with a minimum notification one week in advance on the Program internet web page, and to the general electronic mailing list of the Sacramento River Watershed Program. Such notice shall include the proposed agenda, time and place of the meeting. Special meetings of the board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by electronic mail, telephone or telegraph. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addressed to each Trustee at his or her address as shown on the books of the corporation, and to the general electronic stakeholder mailing list of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent Trustees if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Trustees absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

Section 11. Contents of Notice

Notice of meetings not herein dispensed with, including meetings of various committees and work groups, shall specify the proposed agenda, place, day and hour of the meeting.

Section 12. Waiver of Notice and Consent to Holding Meetings

From time to time, it may be necessary to convene a meeting of the Board of Trustees without proper call and notice. No more than two such meetings shall occur in any calendar year, and the complete agenda and minutes for such meetings will be made available to the general stakeholders electronic mailing list and on the Program web page within seventy-two (72) hours of the commencement of the meeting.

The transactions of any such meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Trustee not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 13. Quorum for Meetings

A quorum shall consist of eleven (11) Trustees.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Trustees present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.

When a meeting is adjourned for lack of a quorum, it shall be necessary to give notice of the time and place of the adjourned meeting and of the business to be transacted at such meeting as provided in Section 10 of this Article.

The Trustees present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Trustees from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

Section 14. Majority Action as Board Action

The following provisions notwithstanding, the Board of Trustees will operate as a consensus decision making body, except as they may consent to majority vote on any specific action.

Every act or decision done or made by consensus or majority vote of the Trustees present at a meeting duly held at which a quorum is present is the act of the Board of Trustees, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Trustee has a material financial interest (Section 5233) and indemnification of Trustees (Section 5238e), require a majority or a greater percentage or different voting rules for approval of a matter by the board.

Section 15. Conduct of Meetings

Meetings of the Board of Trustees shall be conducted by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, by the Vice Chairperson of the Board or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Trustees present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by rules of order developed by the first elected Board of Trustees, and as they may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, including the above provision of consensus as a default decision making mechanism, with the Articles of Incorporation of this corporation, or with provisions of law. The Board of Trustees may unanimously agree to utilize another set of rules or directions to govern the meetings without revising these By-laws, providing that such change is noticed in the minutes of the proceedings of the meeting at which such decision is made.

Section 16. Action by Unanimous Written Consent Without Meeting

Any action required or permitted to be taken by the Board of Trustees under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested Trustee" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. 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 the Trustees. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Trustees without a meeting and that the Bylaws of this corporation authorize the Trustees to so act, and such statement shall be prima facie evidence of such authority.

Section 17. Vacancies

Vacancies on the Board of Trustees shall exist (1) on the death, resignation or removal of any Trustee, and (2) whenever the number of authorized Trustees is increased.

The Board of Trustees may declare vacant the office of a Trustee who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

Trustees may be removed without cause by unanimous consent of the other Trustees then in office, provided that such removal is noticed for a minimum of thirty (30) calendar days to the Program general stakeholder mailing list. The Board of Trustees is obligated to consider and respond to timely stakeholder comments regarding the proposed removal before completing the removal of a Trustee from office.

Any Trustee may resign effective upon giving written notice to the Chairperson of the Board, the Coordinator, the Secretary, or the Board of Trustees, unless the notice specifies a later time for the effectiveness of such resignation. No Trustee may resign if the corporation would then be left without a duly elected Trustee or Trustees in charge of its affairs, except upon notice to the Attorney General.

Vacancies on the board may be filled by approval of the board or, if the number of Trustees then in office is less than a quorum, by (1) the unanimous written consent of the Trustees then in office, (2) the affirmative vote of a majority of the Trustees then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining Trustee. Vacancies created by the removal of a Trustee may be filled only by the approval of a plenary session at the next scheduled general stakeholder meeting . The participants present at a plenary session of a general stakeholder meeting of this corporation may elect a Trustee at that time to fill any vacancy not filled by the Trustees.

A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Trustees or until his or her death, resignation or removal from office.

Section 18. Non-Liability of Trustees

The Trustees shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 19. Indemnification by Corporation of Trustees, Officers, Employees and Other Agents

To the extent that a person who is, or was, a Trustee, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

These provisions are subject to the availability of corporate funds that can be legally used for such purposes under state and federal law.

Section 20. Insurance for Corporate Agents

The Board of Trustees may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Trustee, officer, employee or other agent 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 the agent in such capacity or arising out of the 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. This provision is subject to the availability of corporate funds that can be legally used for such purposes under state and federal law.

ARTICLE 4: OFFICERS

SECTION 1. NUMBER OF OFFICERS

The officers of the corporation shall be a Coordinator, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Trustees, an Education Coordinator, one or more Assistant Coordinators, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the Coordinator or Assistant Coordinator.

SECTION 2. QUALIFICATION, SELECTION, AND TERM OF OFFICE

Any person may serve as officer of this corporation. Officers shall be selected by the Board of Trustees, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be selected and qualified, whichever occurs first.

SECTION 3. SUBORDINATE OFFICERS

The Board of Trustees may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Trustees.

SECTION 4. REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by the Board of Trustees, at any time. Any officer may resign at any time by giving written notice to the Board of Trustees or to the Coordinator or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract that has been approved or ratified by the Board of Trustees relating to the employment of any officer of the corporation.

SECTION 5. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Trustees. In the event of a vacancy in any office other than that of Coordinator, such vacancy may be filled temporarily by appointment by the Chairperson of the Board of Trustees until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

SECTION 6. DUTIES OF COORDINATOR

The Coordinator shall be the chief executive officer of the corporation and shall, subject to the control and direction of the Board of Trustees, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Trustees. If requested to do so by the Board of Trustees, the Coordinator may preside at all meetings of the stakeholders. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Trustees, and only when and as authorized.

SECTION 7. DUTIES OF ASSISTANT COORDINATOR

In the absence of the Coordinator, or in the event of his or her inability or refusal to act, an Assistant Coordinator may perform all the duties of the Coordinator, and when so acting shall have all the responsibilities of, and be subject to all the restrictions on, the Coordinator. The Assistant Coordinator shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Trustees.

SECTION 8. DUTIES OF SECRETARY

The Secretary shall:

Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date.

Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the Trustees, and, if applicable, meetings of committees of Trustees, committees and work groups authorized by the Trustees, and of general stakeholder meetings, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws.

Keep at the principal office of the corporation a general contact or mailing list book containing the name and address of each and any stakeholders who wish to be included in the business of the corporation.

Exhibit at all reasonable times to any Trustee of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, and the minutes of the proceedings of the Trustees of the corporation.

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Trustees.

SECTION 9. DUTIES OF TREASURER

Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Trustees.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Trustees, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at all reasonable times the books of account and financial records to any Trustee of the corporation, or to his or her agent or attorney, on request therefor.

Render to the Coordinator and Trustees, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports, including those financial statements incident to completing financial obligations related to the receipt and expenditure of public funds.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Trustees.

SECTION 10. COMPENSATION

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Trustees, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Trustee of the corporation, provided, however, that such compensation paid a Trustee for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article 3, Section 6 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.

ARTICLE 5: COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE

The Board of Trustees may consent to designate two (2) or more of its members (one of whom may also be serving as an officer of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:

(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval or solicitation of advice of a plenary general session of watershed stakeholders.

(b) The filling of vacancies on the board or on any committee which has the authority of the board.

(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.

(e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.

(f) The appointment of committees of the board or the members thereof.

(g) The expenditure of corporate funds to support a nominee for Trustee.

(h) The approval of any transaction to which this corporation is a party and in which one or more of the Trustees has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

By consensus of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

SECTION 2. OTHER COMMITTEES

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Trustees. Such other committees may consist of persons who are not also members of the board. These additional committees shall act only in an advisory capacity to the board and shall be clearly titled as Working, or "support" Committees.

SECTION 3. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Trustees, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Trustees and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Trustees or by the committee. The time for special meetings of committees may also be fixed by the Board of Trustees. The Board of Trustees may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 6: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

The Board of Trustees, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Trustees, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the Coordinator of the corporation.

SECTION 3. DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Trustees may select.

SECTION 4. GIFTS

The Board of Trustees may accept on behalf of the corporation any contribution, gift, bequest, or devise for the educational or public purposes of this corporation.

ARTICLE 7: CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office in the State of California:

(a) Minutes of all meetings of Trustees, committees of the board and of all general stakeholder meetings, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by interested stakeholders at reasonable times during office hours.

SECTION 2. CORPORATE SEAL

The Board of Trustees may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. TRUSTEES' INSPECTION RIGHTS

Every Trustee shall have the absolute right at any reasonable time to inspect and copy all books, records and documents related to corporate duties and functions, and to inspect the physical properties of the corporation. Such inspection and copying of records shall be reasonably made, and at the expense of the requesting Trustee unless otherwise authorized by the Board of Trustees, or by the Chairperson of the Board of Trustees if such authority has been delegated to the Chairperson prior to the request.

SECTION 4. WORKING COMMITTEES’ INSPECTION RIGHTS

Working Committees of this corporation shall have the following inspection rights, for a purpose reasonably related to such Committee’s interest as a Working Committee of the Sacramento River Watershed Program:

(a) To inspect and copy the record of all Working Committee participants’ names, addresses and contact information, at reasonable times, upon five (5) business days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested. Committee participants may request that their contact information not be available for such inspection, in which case only the participant name will be provided. Such information shall not be made available for use by any third party for purposes not related to the purposes for which the original request was made.

(b) To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, an alphabetized list of the names and addresses of those stakeholders present at a plenary general stakeholder meeting where substantive decisions or recommendations were made as of the most recent record date for which the list has been compiled or as of the date specified by the Working Committee subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The attendance list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled. Meeting participants may request that their contact information not be available for such inspection, in which case only the participant name will be provided.

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the corporation by the Working Committee, for a purpose reasonably related to such Committee’s interests as a Working Committee of the Sacramento River Watershed Program.

SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made by the Committee or Trustee in person or by agent or attorney and the right to inspection includes the right to copy and make extracts with appropriate reimbursements to the corporation for reasonable costs of producing copies and extracts.

SECTION 6. ANNUAL REPORT

The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all Trustees of the corporation and to any interested person or entity who requests it in writing, which report shall contain the following information in appropriate detail:

(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c) The revenue or receipts of the corporation , both unrestricted and restricted to particular purposes, for the fiscal year;

(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;

(e) Any information required by Section 7 of this Article.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS

This corporation shall mail or deliver to all Trustees a statement within one hundred and twenty (120) days after the close of its fiscal year that briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

(a) Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which the following had a direct or indirect material financial interest:

(1) Any Trustee or officer of the corporation, or its parent or subsidiary (a mere common Trusteeship shall not be considered a material financial interest); or

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIVE THOUSAND DOLLARS ($5,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIVE THOUSAND DOLLARS ($5,000).

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 corporation shall provide access to the financial information in this section by publishing the report on the corporation’s web page, and in paper copy to those requesting such a report in writing to the Secretary of the corporation.

ARTICLE 8: FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE CORPORATION

The fiscal year of the corporation shall begin on the first day of October and end on the 30th day of September in each year.

ARTICLE 9: AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT

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 by the Board of Trustees, with advice from the general stakeholders at a duly noticed general stakeholder meeting, except as follows:

(a) Subject to the power of watershed stakeholders at a general stakeholder meeting to change or repeal these Bylaws, a Bylaw specifying or changing the fixed number of Trustees of the corporation, the maximum or minimum number of Trustees, or changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except by approval of the participants present at a general stakeholder meeting duly noticed and held within the watershed of the Sacramento River.

ARTICLE 10: AMENDMENT OF ARTICLES

SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS

This corporation may become a membership corporation by consensus of the Board of Trustees after consultation and advice received at a duly noticed plenary general stakeholder meeting held within the Sacramento River watershed supports such a decision. 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 Trustees.

SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS

After members, if any, have been admitted to the corporation, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Trustees and by the approval of the members of this corporation.

SECTION 3. CERTAIN AMENDMENTS

Notwithstanding the above sections of this Article, 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 Trustees of this 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 a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.

ARTICLE 11: PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No member, Trustee, 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 the operations of the corporation, provided, however, that this provision shall not prevent payment 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 Trustees; and no such person or persons shall be entitled to share in the distribution of, and shall not 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.

ARTICLE 12: MEMBERS

SECTION 1. DETERMINATION OF MEMBERS

Pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California, any action that 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 the approval of the Board of Trustees.

WRITTEN CONSENT OF TRUSTEES ADOPTING BYLAWS

We, the undersigned, are all of the persons named as the initial Trustees in the Articles of Incorporation of Sacramento River Watershed Program, a California nonprofit corporation, and, pursuant to the authority granted to the Trustees by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of nineteen (19) pages, as the Bylaws of this corporation.

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CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Trustees of said corporation on the date set forth below.

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