Bylaws

Bylaws of Save the Shores

The name of the Corporation shall be: “Save the Shores, Inc.”

Organization” and “Corporation” - as used herein, the terms “Organization” and “Corporation” may be used interchangeably, and shall mean and refer to “Save the Shores, Inc.”

Board” – as used herein, the term “Board” shall mean and refer to the Board of Directors of the Corporation.

Board Member” and “Director” – as used herein, the term “Board Member” and “Director” may be used interchangeably. Both shall mean and refer to persons who are members of the Board of Directors of the Corporation.

Ex-Officio” – as used herein, the term “Ex-Officio” shall be used to describe a nonvoting office or position.

Section 1. Nonprofit Nature

Save the Shores is a nonprofit corporation and shall be operated exclusively for charitable, educational, and scientific purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 2. Specific Purpose

The specific public and charitable, educational, and scientific purposes of Save the Shores is to preserve and promote inhabitant benevolence, environmental balance, and ecological health and integrity around Redwood Shores, California. Redwood Shores, a waterfront community built on reclaimed land in the marshes of the San Francisco Bay, was designated as an ecological reserve by the State of California’s Fish and Game Commission in 1976. Redwood Shores also houses threatened species protected by the State of California’s Marine Life Protection Act of 1999 (“MLPA”) and the U.S. Environmental Protection Agency’s (“EPA”) Endangered Species Protection Program (“ESPP”). From time to time, other regions within the San Francisco Bay may need Save the Shores’ assistance for the same purposes.

Section. 3. Nonprofit Status and Exempt Activity Limitations

  1. Nonprofit Legal Status. Save the Shores is a California non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.
  2. Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended.  No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.

Save the Shores shall not discriminate, exclude, or treat people differently under any circumstance on the basis of age, ancestry, color, disability (mental and physical), gender, gender expression, gender identity, genetic information, health status, language, marital status, medical condition, military or veteran status, national or social origin, political affiliation or opinion, race, religion, sex (includes pregnancy, childbirth, breastfeeding, and related medical conditions), sexual orientation, and victim of a crime. Save the Shores shall also comply with applicable Federal and State laws.

Section 1. General Powers

The affairs of Save the Shores shall be managed by its Board of Directors. The Board shall have control of and be responsible for the management of the affairs and property of the Corporation.

Section 2. Number, Tenure, Requirements, and Qualifications

  1. The number of Directors shall be fixed from time to time by the Directors but shall consist of no less than three (3) nor more than fifteen (15).
  2. The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office for the duration of their term. All members of the Board must be approved by a majority vote of the members present and voting. No vote on new members of the Board shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
  3. Each member of the Board of Directors shall hold office for up to a two-year term as submitted by the nominations committee. Their terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-half (1/2) of all members of the Board of Directors shall expire.
  4. Directors may serve terms in succession.
  5. The term of office shall be considered to begin January 1 and end December 31 of the second year in office unless the term is extended until such time as a successor has been elected.
  6. Each member of the Board of Directors cannot be absent from two (2) consecutive regular meetings without prior notice to the President and/or Secretary.

Section 3. Regular and Annual Meetings

  1. Regular Meetings. Regular meetings of the members shall be held monthly on the third (3rd) Tuesday of the month, except for the month of December. Should a meeting fall on a Federal or State observed holiday, the meeting shall take place the following business day.
  2. Annual Meeting. An annual meeting of the Board of Directors shall be held at a time and day in the month of May of each calendar year designated by the Board. Notice of these meetings shall be sent to all members of the Board no less than two (2) weeks prior to the meeting date.

Section 4. Special Meetings

  1. Special meetings of the Board of Directors may be called by or at the request of one (1) officer or any two (2) Directors.
  2. The person or persons authorized to call special meetings of the Board may fix any location outlined in Section 1 of Article XII herein, as the place for holding any special meetings of the Board called by them.
  3. Notice of any special meeting of the Board of Directors shall be given notice at least seventy-two (72) hours in advance of the meeting by telephone, facsimile, electronic methods, or written notice.

Section 5. Notice

Any Director may waive notice of any meeting, in accordance with California law.

Section 6. Manner of Acting

  1. Quorum. The presence of a majority of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have the power to adjourn to a specified later date without notice. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required by law or these bylaws.
  2. Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
  3. Hung Board Decisions. On the occasion that directors of the board are unable to decide based on a tied number of votes, the President shall have the power to swing the vote based on their discretion.
  4. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

Section 7. Termination

Any member of the Board of Directors shall be terminated upon the occurrence of any of the following events:

  1. Voluntary resignation;
  2. Expiration of the term, if not renewed;
  3. Death;
  4. Failure to fulfill any requirement(s) as set forth in Section 2 of this Article; or
  5. Failure to abide by additional principles, policies, and decisions of the Corporation.

The Secretary shall notify the Director by prepaid first-class or registered mail to the most recent address of the Director on the Company’s records that their seat has been declared vacant, and the Board may forthwith immediately proceed to fill the vacancy.

Any member of the Board of Directors may be removed with or without cause, at any time, by a vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Any member of the Advisory Council may be removed with or without cause, at any time, by a majority vote of the members of the Board. Any member of the Board or Advisory Council who has been removed by the Board shall be deemed ineligible to rejoin the Corporation.

Section 8. Vacancies

Whenever any vacancy occurs in the Board of Directors, it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting.  Vacancies may be created and filled according to specific methods approved by the Board of Directors.

Section 9. Compensation

  1. Members of the Board of Directors are prohibited from receiving any compensation for their services as Directors.
  2. Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.
  3. This Section shall not be construed to deny or prohibit the Board from establishing a reimbursement policy or procedure for Corporation-related expenses.

Section 10. Informal Action by the Board

Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, Directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

Section 11. Confidentiality

  1. Directors shall not discuss or disclose information about the Corporation, or its activities deemed confidential to any person or entity unless such information is already a matter of public knowledge, such person or entity needs to know, the disclosure of such information is in furtherance of the Corporations’ purposes, can reasonably be expected to benefit the Corporation, or receives explicit written permission from the President.
  2. Directors shall use discretion and sound business judgment in discussing the affairs of the Corporation with third parties.
  3. Without limiting the preceding, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.

Section 12. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.

The officers of this Board shall be the President, Vice President, Secretary, and Treasurer. All officers must have the status of active members of the Board.

Section 1. President

Subject to the authority of the Board, the President shall be the Chief Executive Officer of the Corporation. The President shall have the following duties:

  1. Preside at all meetings of the Executive Committee;
  2. Have general and active management of the business of this Advisory Council;
  3. See that all orders and resolutions of the Advisory Council are brought to the Advisory Council;
  4. Have general superintendence and direction of all other officers of the Corporation and see that their duties are properly performed;
  5. Submit a report of the operations of the program for the fiscal year at annual meetings, and from time to time, shall report to the Board all matters that may affect this program;
  6. Be an Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.

Section 2. Vice President

The Vice President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice President shall have the following duties:

  1. Chairing their perspective committee and such other duties as may, from time to time, be determined by the President.

Section 3. Secretary

The Secretary shall attend all meetings of the Board and Executive Committee, and will act as a clerk thereof. The Secretary shall:

  1. Record and preserve all votes and minutes of all proceedings;
  2. In concert with the President, shall make the arrangements for all meetings of the Board, including the annual meeting of the Corporation;
  3. Send notices of all meetings to the members of the Board and shall take reservations for the meetings;
  4. Maintain the Corporation’s roster of the Board of Directors;
  5. Perform all official correspondence from the Corporation as may be prescribed by the President, Executive Committee, or the Board.

Section 4. Treasurer

The Treasures duties shall be:

  1. Accept all funds for the Corporation, and deposit such funds in financial institutions in accordance with instructions of the Board;
  2. Keep and maintain books of accounts for the financial transactions of the Corporation;
  3. Keep savings and checking account passbooks for Corporation funds, and disburse such funds as directed by the Board or by the Executive Committee, and co-sign all checks in excess of $500.00 with another Officer of the Corporation.
  4. Render to the Board or Executive Committee, on request, a statement of all transactions of the Treasurer and a financial statement in accordance with generally accepted accounting principles;
  5. Prepare, and deposit with the Secretary, the Annual Report of the Organization’s financial condition. The Annual Report shall be completed not later than January 31 of each year, and be available for examination and acceptance by the Board;
  6. Perform all other duties incidental to the Office, or prescribed by the Board or these bylaws.
  7. Prepare and propose to the Board an Annual Budget of the Organization in time for the October Board meeting.
  8. May seek outside advisors to help perform specific tasks. Before performing any services, the advisor shall receive approval from the Board and sign a confidentiality agreement with the Corporation. Use of advisors shall not relieve the Treasurer of their responsibility of the Corporation remaining in compliance with applicable laws. The Treasurer or Board may rescind the advisor’s approval at any time for any reason.

Section 5. Election of Officers

  1. The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Board of Directors.
  2. Nominations shall also be received from the floor after the report of the Nominating Committee.
  3. The election shall be held at the annual meeting.
  4. Those officers elected shall serve a term of two (2) years, commencing at the next Board meeting following the annual meeting.

Section 6. Vacancies

  1. The Nominating Committee shall also be responsible for nominating persons to fill vacancies that occur between annual meetings, including those of officers.
  2. Nominations shall be sent in writing to the Board at least one (1) week prior to the next meeting at which the election will be held.
  3. The persons so elected shall hold office for the unexpired term in respect of which such vacancy occurred.

Section 7. Non-Director Officers

The Board may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.

Section 1. Committee Formation

The Board may create committees as needed, such as fundraising, public relations, etc., and shall appoint the committee chairs. The Board or committee chair may appoint committee members. 

Section 2. Executive Committee

The Officers serve as members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors and is subject to the direction and control of the full board.

Section 3. Finance Committee

  1. The Treasurer is the chair of the Finance Committee, which may include up to three (3) other board members.
  2. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income.
  3. The chair of the Finance Committee may seek outside advisors. Before performing any services, the advisor shall receive approval from the Board and sign a confidentiality agreement with the Corporation. Use of advisors shall not relieve the Board of its responsibility of the Corporation remaining in compliance with applicable laws. The chair of the Finance Committee or the Board may rescind the advisor’s approval at any time for any reason.

Section 4. Nominating Committee

            The President shall appoint no less than three (3) Directors to perform and execute the duties and responsibilities of the Nominating Committee as set forth in Sections 5 and 6 of Article VI herein.

Section 5. Advisory Council

  1. At any time, the Board of Directors may establish an Advisory Council (“Council”), whose members shall be elected and may be renewed yearly by the Board. Advisory Council members shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board but may attend said meetings at the invitation of a Director.
  2. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Organization by providing relevant expertise and professional knowledge.
  3. Members of the Advisory Council shall comply with Save the Shores’ confidentiality policy and may be required to sign a confidentiality agreement consistent therewith upon being voted onto and accepting an appointment to the Advisory Council.
  4. The Board may terminate the Advisory Council or remove any member of the Advisory Council at any time for any reason.

Section 1. No Membership Class

The corporation shall have no members who have any right to vote or title or interest in or to the corporation, its properties, and franchises.

Section 2. Non-Voting Affiliates

The board of directors may approve classes of non-voting affiliates (Affiliates) with rights, privileges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation. The board, a designated committee of the board, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations.  At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the board of directors, affiliates may be given recognition and media coverage at fundraising activities, other events, or at the corporation website. Affiliates have no voting rights, and are not members of the corporation.

Section 3. Dues

            Any dues for affiliates shall be determined by the Board.

Section 1. Compensation

  1. A voting member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
  3. No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 2. Annual Statements

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement that affirms such person:

  1. Has received a copy of the current conflicts of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Section 3. Periodic Reviews

To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the President or the Treasurer may call for periodic reviews to be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

Section 4. Use of Outside Experts

When conducting periodic reviews, as provided for in Section 3 of Article VII, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted and the Corporation remains in compliance with all applicable laws.

Section 1. General

To the full extent authorized under the laws of the State of California, the Corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the Corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

Section 2. Expenses

Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.

Section 3. Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.

Section 1. Books and Records

The Corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors.

Section 2. Fiscal Year

The fiscal year of the Corporation shall be from January 1 to December 31 of each year.

Section 3. Conflict of Interest

The board shall adopt and periodically review a conflict-of-interest policy to protect the corporation's interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.

Section 1. Principal Office

The principal office for the affairs of Save the Shores shall be within the County of San Mateo of California.

Section 2. Other Offices

Other offices may be established at any time or place specified as necessary by the Board.

Section 1. Articles of Incorporation

The Articles of Incorporation may be amended in any manner at any regular or special meetings of the Board of Directors. Written notice setting forth the proposed amendment or summary of the changes to be affected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.

Section 2. Bylaws

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be affected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the California Nonprofit Corporation Law as amended from time to time shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular, and the term "person" includes a corporation as well as a natural person.

Upon termination or dissolution of Save the Shores, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

The organization to receive the assets of Save the Shores hereunder shall be selected by the discretion of a majority of the managing body of Save the Shores and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Save the Shores by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of California.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of California to be added to the general fund.

We, the undersigned, are the initial officers or incorporators of Save the Shores, Inc., a California nonprofit public benefit corporation. We consent to, and hereby do, adopt the foregoing Bylaws, consisting of 12 pages, as the Bylaws of Save the Shores, Inc.

ADOPTED AND APPROVED by the Board of Directors on this 1st day of November 2021.

Steven Tsujisaka, President

Martha Cullimore, Secretary

Rona Gundrum, Treasurer

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