By-Laws of Eaton Canyon Nature Center Associates

Revised 2003

ARTICLE 1: NAME

1.1 The name of this organization shall be EATON CANYON NATURE CENTER ASSOCIATES , herein referred to as ECNCA. ECNCA is a branch of the Nature Center Associates of Los Angeles County (NCA).

ARTICLE 2: PURPOSE

    1. ECNCA is a nonprofit public benefit, volunteer organization, working cooperatively with the County of Los Angeles Parks and Recreation Department to provide a variety of natural science programs and services at Eaton Canyon Nature Center. Our goal is to develop an awareness and appreciation of the natural world through interpretive programs and scientific study of our environment.
    2. Nature Center Associates of Los Angeles County is organized under the California Nonprofit Public Benefit corporation law, set forth in California Corporations Code Sections 5110 and 6910.

ARTICLE 3: PLACE OF BUSINESS

3.1 The place of business of the ECNCA shall be fixed in the County of Los Angeles at such place as the Board of Directors shall determine. The Board is granted full power and authority to change the principal office from one location to another within the county.

ARTICLE 4: MEMBERSHIP

    1. Qualifications: Any person interested in advancing the purposes of the ECNCA may become a Member. There is no limitation on the number of Members or memberships authorized.
    2. Application: Membership shall be granted upon written application, submitted in the form and manner specified by the Membership Chair to ECNCA. The application shall be accompanied by such dues or fees as have been set for the class of membership for which application is made. The application shall contain such information as the Membership Chair shall reasonably require.

4.3 Dues: The annual dues payable to the ECNCA by Members shall be in such amount, as may be determined from time to time by resolution of the Board of Directors.

4.4 Special Memberships: Honorary Life Membership may be conferred upon any member who has given exceptional service. The recommendation shall be signed by one Member and approved by the Board of Directors.

4.5 Termination of Membership: Grounds for termination

  1. Non-payment of dues: Members shall receive written notice of their membership renewal date. Notice may be made by the mailing of the ECNCA Paw Prints newsletter to the member with the renewal date marked on the label. Memberships shall automatically expire ninety days after the date that the dues shall have become payable.
  2. Conduct: Upon a determination by a majority of the Board of Directors that any Member has engaged in conduct materially and seriously prejudicial to the interests or purposes of ECNCA, the membership shall be terminated.

ARTICLE 5: MEETINGS OF MEMBERS

5.1 Place of Meeting: The meetings of the Members of ECNCA shall be held at the principal office of the Association or at such other place in the County of Los Angeles as may be designated by the Board of Directors.

5.2 Annual Meeting: Annual Meetings of the Members shall be held in June for the purpose of electing Officers and transacting such business as may come before the meeting.

5.3 Quorum: A quorum of the Members requirement shall be met by at least five (5%) percent of the voting members of ECNCA casting ballots.

5.4 Right to Vote: The right to vote at any meeting shall be limited to Members who shall have passed their sixteenth birthday prior to such meeting. Each Member is entitled to one vote at the annual election of officers or other meeting requiring a vote of Members. A family membership shall entitle two members of each family to cast votes. If the right to vote at any such meeting shall be challenged, the person presiding shall require such records of the Membership Chair, if they are available, to be produced as evidence of the right of the person challenged to vote at such meetings. Votes shall be cast by paper ballot submitted to the Board before or at the meeting.

5.5 Notice of Meeting: Written notice stating the place, day and hour of the meeting of Members shall be delivered, either personally or by mail, to each Member entitled to vote at such a meeting by or at the direction of the President, or the Recording Secretary, not less then ten nor more than fifty days before such meeting. The notice of the Annual Meeting shall include the slate of nominated Officers and a method of submitting ballots.

5.6 Special Meetings: Special meetings of the Members may be called by the Board of Directors, or the President of ECNCA. In addition, special meetings of the Members for the purpose of the removal of Directors or Officers and election of their replacements may be called by petition of five percent (5%) or more of the Members.

ARTICLE 6: BOARD OF DIRECTORS

6.1 Number: The Board of Directors of ECNCA shall be composed of not less than five (5) nor more than fifteen (15) members. The number may be changed by amendment of this section by a majority vote of at least five percent (5%) of the membership.

6.2 Qualifications: Only adult Members of ECNCA in good standing who are qualified to vote in accordance with Article 5, Section 4, shall be eligible to be elected to, or to serve, on the Board of Directors.

6.3 Powers: The Board of Directors shall manage the affairs of the ECNCA, subject to provisions of law, the Articles of Incorporation, and the By-laws. The Board of Directors shall adopt such rules and regulations for the conduct of their meetings and management of the affairs of the Association as it may deem proper.

6.4 Nominations: The Nominating Committee shall be appointed by the President. The Nominating Committee shall nominate a slate of Officers to be presented to the membership before the Annual Meeting of the membership. The Nominating Committee shall consist of any number of Members deemed necessary to do the job as approved by the Board. Other nominations from the general membership may be made from the floor after presentation of the slate to the general membership.

6.5 Meetings and Notice: The Board of Directors of ECNCA shall meet at least 10 times yearly, with notice to the board members given not less than one week before each meeting. In addition, the Board of Directors may take action by contacting a quorum of Board members (3/5ths of Elected Officers) and obtaining a voice vote.

6.6 Compensation: All Officers and Directors shall serve without compensation.

6.7 Vacancies: Any vacancy on the Board of Directors for any reason shall be filled for the unexpired term by a majority vote of the remaining Board of Directors at any meeting of the Board, provided that notice of such vacancy shall be given to all remaining members of the Board of Directors prior to the meeting at which that vacancy will be filled.

6.8 Presiding Officer: The President of ECNCA shall serve as Chair of the Board of Directors, and in his/her absence, the Vice President shall serve as Chair.

ARTICLE 7: OFFICERS

7.1 Elected Officers: The Elected Officers of ECNCA shall be President, Vice President, Treasurer, Corresponding Secretary, and Recording Secretary.

    1. Election and Term of Office: At each Annual Meeting of Members of the ECNCA, Members shall elect such Officers as may be necessary to complete the roster of Officers. The term of office for the Elected Officers shall be two years beginning on July 1 of the year they are elected. Election of President and Recording Secretary shall alternate with that of Vice President, Corresponding Secretary and Treasurer so that the terms overlap by one year. The basis of election shall be a plurality of the votes cast.

7.3 President: The President shall be the Chief Executive Officer of the ECNCA and shall perform all the acts and duties usually incident to such office, including the duty of presiding at all meetings of members; shall be an ex-officio member of all standing committees except the nominating committee, and shall appoint, with the approval of the Board, chair of all standing committees deemed necessary. The President may establish such committees as he/she deems necessary or expedient from time to time and appoint the members thereof. The President shall act as liaison between the ECNCA and the Los Angeles County Board of Supervisors, Los Angeles County Parks and Recreation Department and any other governmental agencies or private firms or individuals dealing with the ECNCA.

7.4 Vice President: The Vice President, in the absence of the President, shall preside at all meetings of the Board of Directors, and shall perform any other duties of the President. He/she shall oversee volunteer programs and shall automatically fill any unexpired term of the President.

7.5 Treasurer: The Treasurer shall have the custody of ECNCA funds and shall keep full and accurate accounts of all receipts and disbursements in books belonging to the Association. The Treasurer shall receive all monies for the Association and shall deposit them in the name of ECNCA in a bank approved by the Board of Directors, and shall submit a quarterly financial statement to the treasurer of the Nature Center Associates of Los Angeles County. The treasurer shall present a financial report, for each meeting of the Board of Directors of the ECNCA.

7.6 Corresponding Secretary: The Corresponding Secretary shall conduct all necessary correspondence of the ECNCA and the Board of Directors; shall report on any correspondence at each meeting of the Board; shall notify Officers of their election and chairs and committee members of their appointments; shall send out notices of all Board meetings and any other correspondence as directed by the President.

7.7 Recording Secretary: The Recording Secretary shall keep an accurate record of the proceedings of all meetings of the Board of Directors; shall be prepared to refer to the minutes of previous meetings; shall prepare a summary of all unfinished business for the use of the President and shall furnish copies of the minutes to all members of the Board of Directors.

7.8 Additional Members: Additional Members of the Board appointed by the President shall include : Membership Chair, Public Relations Chair, Weekday and Weekend Docent Chair(s), up to four Members at Large, and any other committee chairs that are necessary to carry on the work of ECNCA. The term of the (appointed) Additional Members of the Board shall expire with the term of the President.

7.8a The Membership Chair shall keep a current membership file; shall send information and brochures to prospective members; shall send letters of acknowledgement and membership cards and shall supply the Board members with updated lists of members.

7.8b The Docent Chairs shall keep the Board of Directors informed as to the needs and concerns of the docents; attend ECNCA Board meetings and shall attend NCA Board meetings or designate a person to do so in their place.

7.8c The Public Relations Chair shall have charge of all press releases for the Corporation; shall retain a copy of press releases and see that a publicity scrapbook be kept.

ARTICLE 8: FINANCIAL MATTERS

    1. All Funds of the ECNCA not otherwise employed shall be deposited from time to time to the credit of ECNCA in such banks, or other depositories as the Board of Directors may select.
    1. Dissolution: In the event of dissolution of ECNCA, remaining assets after the satisfaction of all obligations of the corporation shall be distributed for purposes within the scope of Internal Revenue Service Code 50l(c)(3), or amendments thereof.

ARTICLE 9: FISCAL YEAR

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

ARTICLE 10: SEAL

10.1 The Corporation shall use as its Corporate Seal the seal of the Nature Center Associates of Los Angeles County.

ARTICLE 11: RULES

11.1 The rules contained in Robert's Rules of Order shall govern in all cases to which they are applicable and not inconsistent with the By-laws or rules of this Corporation.

ARTICLE 12: AMENDMENTS

12.1 These By-laws may be amended, repealed or modified, in whole or in part, by a majority of the Board of Directors, present at a properly constituted meeting of the Board.