ARTICLE 1. NAME

The Name of this California non-profit public benefit corporation is The Laguna Greenbelt, Inc. herein referred to as “LGB”.

ARTICLE 2. PRINCIPAL OFFICE
The principal office of the LGB shall be located at its principal place of business or such other place as the Board of Directors (“Board”) may designate within Orange County, California.

ARTICLE 3. GENERAL AND SPECIFIC PURPOSES

The LGB is organized exclusively for public benefit and charitable purposes within the meaning of Internal Revenue Code Section 501(c) (3), and the Nonprofit Public Benefit Corporation Law (adopted 1980) for charitable purposes. The specific purposes of LGB shall be to engage in and otherwise promote for the benefit of the general public the preservation and acquisition of natural resources of the County of Orange, including but not limited to open spaces, fresh and sea water resources, marshland, swamps, woodland slopes, ridgelines and open spaces and the plant, and animal life therein. Notwithstanding any other provision in these Bylaws, the LGB shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the LGB, as adopted, approved, and/or ratified by the Board of Directors.

ARTICLE 4. DEDICATION OF ASSETS

LGB’s assets are irrevocably dedicated to public benefit and charitable purposes. No part of the net earnings, properties, or assets of the LGB, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the LGB. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the LGB shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code of 1986, Section 501(c)(3) (or any successor statute) and that is approved by the Board of Directors.

ARTICLE 5. SUPPORTERS

The LGB shall have no voting members within the meaning of the Nonprofit Corporation Law or the Nonprofit Public Benefit Corporation Law. Thus, all rights which otherwise vest in LGB’s members shall vest in LGB’s directors. The preceding sentences notwithstanding, LGB may refer to individuals associated with it as “members” even though such persons are not “members” within the meaning of California Corporation Code sections 5056 or 5310. For the purposes of these bylaws, such individual are referred to as “supporters.” There are no limits as to the number of supporters, level and means of support shall be determined by the Board.

General Meetings of the LGB supporters will be held at least annually at a place and time that has been designated by resolution of the Board. Board Members shall attend the General Meetings, and shall provide to the supporters reports of annual activities.

ARTICLE 6. BOARD OF DIRECTORS

LGB’s activities and affairs shall be managed, and all corporate powers permitted by law shall be exercised, by or under the direction of LGB’s Board of Directors. LGB’s Board of Directors is at times referred to as the “Board” herein. LGB’s directors shall be permitted to exercise all powers permitted by California law. All Board Members shall be in good standing of the corporation.

The Board shall have not less than eleven (11) or more than fifteen (15) elected members consisting of four (4) Corporate Officers and the others Board Members at Large. Board Members shall be elected for three (3) year terms with three sets of up to five (5) serving staggered terms.

The Board shall have control of the LGB’s property and shall exercise the direction of its affairs, subject only to such limitations as contained in the Articles of Incorporation, these Bylaws, Internal Revenue Codes, and the Laws of the State of California, as to actions to be authorized or approved by the Board.

A. Specific Powers: Without prejudice to these general powers, and subject to the same limitations, the Board of Directors shall have the power to:

1) Select and remove all officers, agents, and employees of the corporation, prescribe any powers and duties for them that are consistent with law, and fix their compensation.

2) Accept on behalf of the corporation any contribution, gift, bequest, devise, or grant for the charitable purposes of this corporation.

3) Arrange for the distribution of assets of the corporation on the dissolution of the corporation, consistent with applicable law.

B. Standards of Conduct: Board Members shall perform their duties in good faith, in a manner that Board Member believes to be in the best interests of the LGB.

C. Compensation: No personal service compensation shall be paid to any Board Member. The preceding sentence notwithstanding, the Board may authorize the reimbursement of ordinary and necessary out of pocket expenses paid by any Member on LGB’s behalf. All reimbursement requests require the completion of an LGB reimbursement form.

D. Time Devotion: It is acknowledged that LGB Board Members have other business, social, community, and personal interests and responsibilities. Nevertheless, the LGB’s Board Members shall be obligated to attend at least nine (9) monthly Board Meetings per year unless an emergency/personal event prevents them from attending. A LGB Board Member should not miss more three (3) Board Meetings per calendar year, unless confined by illness or otherwise excused by a majority vote of those Directors voting at any meeting thereof. Board Members shall be required to serve on at least one committee.

E. Resignations: Subject to the provisions of Section 5226 of the California Nonprofit Corporation Law, and except as provided in this paragraph, any Board Member may resign; that resignation shall be effective on giving written notice to the President, Secretary, or Board of Directors, unless the notice specified a later time for this resignation to become effective. If the resignation of a Board Member is effective at a future time, the Board may elect a successor to take office as of the date the resignation becomes effective.

F. Removal: Any Board Member may be removed, either with or without cause, by a two-thirds (2/3) vote of the Board after notice of the issue has been given to that Board Member.

G. Vacancies: Vacancies by a Board Member shall be filled by a two-thirds majority vote of the Board of Directors present at their regularly scheduled board meeting. The new Board Member will serve for the remainder of the vacant Member’s term.

H. Restriction on Interested Board Members: Not more than forty-nine percent (49%) of the persons serving on the Board at any time may be interested persons. An interested person is (i) any person currently being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Board Member; and (ii) 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. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.

I. Ex Officio Board Members; Nonvoting ex officio Board Members may be appointed as the Board of Directors deems appropriate. These Members are not expected to attend meetings, but may do so if they desire.

J. Annual Contribution: Board Members will make an annual contribution due in January.

ARTICLE 7. BOARD OF DIRECTORS’ MEETINGS

A. Place: Meetings of the Board shall be held at any place within the County of Orange that has been designated by resolution of the Board or in the notice of the meeting. Any Board meeting may be held or attended by conference telephone or other electronic transmission devise as long as each member participating in the meeting: (i) can communicate concurrently with all other members: and (ii) propose or object to a specific action to be taken by the Board.

B. Annual Board Meeting: In December, the Board shall hold an annual meeting for the purpose of electing the directors and officers of the LGB and the transaction of other corporate business. In addition, the Board will review committee reports and identify its goals for the following calendar year.

C. Regular Meetings: Regular monthly meetings of the Board will be held at a time that has been designated by resolution of the Board. Any Board Member may request to assume the responsibilities to conduct a Board or General Meeting with the approval of the Board.

D. Special Meeting: Special meetings are reserved for urgent matters that cannot wait until the next regular meeting or for scheduling an entire meeting devoted to one subject. Advance notice of (7) seven day shall be given to all Board members via email or other written transmission. The notice must state the time of the meeting and the place and the purpose of the meeting. The majority of Board Members can request a Special Meeting.

E. Quorum: Fifty percent plus one (1) of the voting members of the Board of Directors present and voting shall constitute a quorum. The decision of the quorum shall represent the decision of the Board.

F. Voting in Absence of a Quorum: Whenever there is a lack of a quorum at a meeting of the Board of Directors, as governed by these Bylaws, electronic voting, i.e., telephone, fax, e-mail, may be used whenever the delay of the vote to the next scheduled meeting would be detrimental to the Board or Assigned Committee’s timeline for the efficient running of said board or committee.

G. Notice: Notice of a meeting need not be given to any Board Member who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

H. Action without a Meeting: Any action that the Board is required or permitted to take may be taken without a meeting if all Board members consent by email or other electronic transmission to the action. Such action by electronic consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board. This does not apply to Motions which must be presented at a Board Meeting. All voting Board Members must have a valid email account and be able to access and respond by email.

I. Procedure: All questions of parliamentary procedure not specifically covered by these Bylaws shall be determined according to “Robert’s Rules of Order,” with the ruling by the Vice President.

ARTICLE 8. CORPORATE OFFICERS AND MEMBERS AT LARGE

A. Officers: The required officers of the LGB shall be a President, a Vice-President, a Secretary, and a Treasurer. In accordance with Section 5213(a) of the California Corporation Code, neither the Secretary nor the Treasurer may serve concurrently as President. LGB’s officers shall be comprised of those individuals who are selected by LGB’s Board of Directors. The number, term, and election of such officers shall be governed by the effective Bylaws of the LGB.

1) President: The President shall set the agenda for all Board Meetings subject to the approval of the Board of Directors, have general supervision, direction of the business and affairs of LGB, shall have general duties of management usually vested in the office of the president of a non-profit corporation, and shall have such other powers as may be prescribed by the Board and these Bylaws. The President follows the agenda in a direct and equitable manner, addressing the agenda efficiently and allowing members the courtesy to voice their opinions and to maintain a schedule to complete all agenda items. The President shall have a working knowledge of meeting protocol.

2) Vice-President: In the absence of the President, the Vice-President will conduct all meetings and assume all responsibilities of the President in accordance with the process outlined above. In the absence of the Vice-President the next Board Officer shall preside. The Vice-President shall be responsible for Parliamentary procedure.

3) Secretary: The Secretary shall serve as the Secretary to the LGB and cause to be prepared notices and minutes of meeting of the Board and shall maintain corporate records. All LGB records must be archived in Laguna Beach or on an offsite server. The Secretary shall be custodian all records and make available at all reasonable times to any Board member or to his or her agent or attorney, the Bylaws and minutes of the proceedings of the Directors of the corporation. The Secretary shall also be responsible for all filings with the Secretary of State of California. The Secretary shall be responsible for maintaining the LGB supporters’ lists.

4) Treasurer: The Treasurer shall be responsible for the safeguarding of all funds received by the LGB and for their proper disbursement. Such funds shall be invested in a manner approved by the Board of Directors. Checks are to be signed by the Treasurer and in the absence of Treasurer by any Corporate Officer (President, Vice President, and Secretary) or authorized electronically. The Treasurer shall provide a monthly financial report to the Secretary three (3) days in advance of monthly Board meetings. The Treasurer shall keep an official membership payment status of each member.

B. Board Members at Large: Board Members at Large shall serve as liaison between the LGB supporters and the Board, and take on special projects, such as fund raising, publicity, communications, membership, liaison to other non-profits, or City commissions and will, as project Committee Chairs, report monthly on the status of each project. All Board members must be accessible by and responsive to email or other designated electronic device.

C. Residency: All Board Members must reside in Orange County, California.

D. Succession: In the event that the President’s position becomes vacant, the Vice-President shall assume the position until the next Annual Board Meeting. The Vice-President’s vacancy shall be filled at the next Board of Directors meeting.

E. Election of Officers: The officers shall be chosen by the Board of Directors every two (2) years at a meeting of the Board held in January or February and each shall serve for a term of two (2) years. Should a vacancy arise, the Board shall fill that vacancy for the unexpired term.

F. Removal of Officers: Any officer may be removed, with or without cause, by a two-thirds (2/3) vote of the Board after notice of the issue has been given to that officer.

ARTICLE 9: NOMINATIONS AND ELECTIONS OF THE BOARD OF DIRECTORS

A. The nomination and election of Board Members is held prior to expiration of a Member’s term:

1) Step One: The Board of Directors will appoint a Nominations Committee by majority vote at the October Board Meeting. The Nominations Committee will consist of a minimum of three (2) Board Members at Large and the President. LGB publications shall publicize the fact that the Nominating Committee will accept, from the supporters of the LGB, the names of candidates for nomination as members of the Board. Nominations from supporters must be in writing and include a short biography of the person being nominated with verification of his/her willingness to serve. Nominations must be received by no later than one week before the regular November meeting of the Board.

2) Step Two: The Nominations Committee will assemble the list of willing and qualified candidates originating from the supporters and those current Board Members whose terms are up. The Committee will be responsible for reviewing the candidates and the eligibility requirements, vetting each candidate for election. The Committee will report to the Board of Directors at the November Board Meeting their findings and any recommendations. Upon approval of the list, the Committee will prepare a secret ballot for the Board Members Annual Meeting in December.

3) Step Three: The Board of Directors will vote by secret ballot at the Board’s Annual Meeting. The ballots will be tallied and verified by two Board Members. There will be no proxy or absentee voting allowed. The new Board Members will be announced at the end of the Annual Board Meeting.

ARTICLE 10. FINANCES AND REPORTS

A. Fiscal Year: LGB’s fiscal or account year shall be the calendar year starting January 1 to December 31.

B. Accounting: LGB shall keep adequate and correct books and records of account

C. Title: Legal and recorded title to all assets of LGB, whether real or personal, shall be held in the name of the LGB.

D. Budget; The Board will establish a Budget Committee comprised of the Treasurer and at least two (2) additional Board Members. Within one (1) month prior to the end of the LGB’s fiscal year, the Budget Committee shall establish a budget for the LGB for the following fiscal year. The Board shall vote to accept or amend the submitted budget at the first meeting of the LGB’s fiscal year.

E. Disbursements: The approved budget shall be authorization to make disbursements on accounts and expenses provided for in the budget subject to the review and approval of the Board of Directors. Any recommendations for expenditures outside the budget shall be submitted to the Board of Directors, with all supporting documentation for the necessity of such expenditure, for approval. Checks can be signed by ANY of the four (4) officers or authorized electronically. Bank statements shall be filed at the end of each month along with the original bills calling for the expenditure, authorizing officer, referencing the disbursement date if online and check number for physical checks. The Board may authorize the issuance of a Credit Card for use by the Treasurer. If a card is so issued, then at least one (1) other Board member must receive automatic notices (emails) from the credit card company of any transactions. The charging limit will be set by the Board.

F. Special Funds: Special funds may be provided by local agencies, governmental bodies, and/or non-government bodies to carry out specific assignments in support of one or more phases of the LGB’s Program of Work. These “earmarked” funds shall be maintained in separate accounts to show that such funds have been used for the purpose designated and that none have been used for administrative purposes. Special funds shall be allocated directly to the program/programs specified. Revenues and expenses are to be allocated by program and event to insure activities are fully funded and self-sustaining to ensure financial stability of the LGB. Expenditures of these Special Funds must fall within the budget parameters approved by the Board; extraordinary expenditures beyond what is annually approved in the budget must then be presented to and approved by the Board.

G. Minutes: LGB shall keep adequate and correct written minutes of all proceedings of its Board of Directors. The Minutes shall be sent to Board members within three (3) days of the next scheduled meeting.

H. Inspection: Every Board Member shall have the absolute right at any reasonable time to inspect LGB’s books, records, and documents of every kind. The right of inspection includes the right to photocopy and make extracts of LGB’s books, records and documents within ten business days from submission of such a request.

I. Tax Returns: Within 120 days after the end of LGB’s fiscal year, the Board shall cause all necessary or required tax returns and reports to be prepared and filed with the Internal Revenue Service, the Franchise Tax Board, and Office of the California Attorney General.

J. Financial Audit: A financial audit shall be conducted by an Audit Committee consisting of three (3) Board Members and/or by an independent third party, if warranted by circumstance or issue discovered or brought to the attention of the Board during the annual review. Results of the audit shall be presented to the Board within 30 days of the audit.

K. Authority to Contract or Bind: Authority to contract or to incur financially or other legally binding obligations on behalf of the LGB shall be vested exclusively in the Board of Directors, except as expressly appears herein below. Any non-budgeted matter must be approved by the Board of Directors. No individual member of the LGB, nor any committee thereof, shall be delegated the authority to bind the LGB in any respect, nor may any committee or member of the LGB represent or imply that they have any such authority. In the event that any obligation is purportedly incurred by or on behalf of the LGB other than as expressly set forth above, the LGB shall not be liable in any manner pursuant to said purported obligation.

ARTICLE 11. MISCELLANEOUS

A. Corporation Communications: The President shall be the official legislative representative and the spokesperson of the LGB in all instances and situations when such official representation is appropriate unless an alternative is designated by the Board. All written communications must be reviewed by the LGB officers or alternatives as designated by the Board. Other reports or publications published or made public in the name of the corporation or of any of its committees shall be approved by the Board of Directors if such publication or report shall represent, directly or indirectly, the opinions or policy of the corporation.

B. Self-Dealing: No Board member of the LGB shall be financially interested, directly or indirectly, in any contract or transaction between LGB and any other person or business entity of any kind. The LGB shall not lend any money or property to any Board Member.

C. Indemnification: To the maximum extent permitted by law, the LGB may indemnify its officers against all expenses, judgments, fines, settlements, and administrative matters or proceedings.

D. Insurance: The LGB shall have the right to purchase and maintain insurance to cover any liability asserted against or incurred by any director, officer, or agent arising from or connected with any activity on behalf of the LGB. An electronic copy of LGB-provided insurance policies covering Board Members shall be provided by the Treasurer to each Board Member upon assuming office.

E. Amendments to Bylaws: These Bylaws may be amended or repealed by the affirmative vote of a majority of the number of Board Members then in office. Whenever any amendment or new Bylaws are adopted, it shall be entered in the book of Bylaws with the original Bylaws in the appropriate place. If any bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written shall be entered in said record book.

F. Savings Clause: The Nonprofit Corporation Law and the Nonprofit Public Benefit Corporation Law shall govern all matters not specifically provided for in these Bylaws. In the event of any inconsistency between these Bylaws and any statutory provision of the Nonprofit Corporation Law or the Nonprofit Public Benefit Corporation Law, the statutory provision shall prevail.