CHUCK HAUGEN CONSERVATION FUND BYLAWS

BYLAWS OF CHUCK HAUGEN CONSERVATION FUND A CALIFORNIA PUBLIC BENEFIT CORPORATION

ARTICLE 1. OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation for the transaction of its business is located in Monterey 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 directors 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. _________________________________________________ Dated: ____________ _________________________________________________ Dated: ____________ _________________________________________________ Dated: ____________ 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 directors may, from time to time, designate. ARTICLE 2 PURPOSES SECTION 1. OBJECTIVES AND PURPOSES The primary objectives and purposes of this corporation shall be: a) to inspire and increase volunteer participation in conservation projects in the Monterey Bay ecosystems, both terrestrial and aquatic. Projects may include seed collection, weed events (non-native weed eradication), monitoring wildlife and flora, promoting conservation events (e.g. maintaining a regional conservation project calendar), and conservation education. b) to appreciate, inspire, replenish, revitalize, and energize professionals by facilitating community building through activities such as picnic, grant awards, and lectures. c) to aid the conservation education of volunteers and professionals by establishing and maintaining a memorial natural history library. ARTICLE 3 DIRECTORS SECTION 1. NUMBER The corporation shall have at least three directors and collectively they shall be known as the board of directors. 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 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 directors. SECTION 3. DUTIES It shall be the duty of the directors 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; (c) Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly; (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, emailed, or telegraphed to them at such addresses shall be valid notices thereof. SECTION 4. TERMS OF OFFICE Each director shall be elected at annual meetings for a three year term. Each director shall hold office until the year of their term limit and may be put up for re-election at the next annual meeting. Initially directors will be selected for a one, two, or three year term in a more or less balanced distribution in order to preserve continuity on the board. Directors can be appointed by the board for a term lasting until the next annual election. SECTION 5. COMPENSATION Directors shall serve without compensation. However, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than director. SECTION 6. 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 or without the State of California which has been designated from time to time by resolution of the board of directors. 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 directors given either before or after the meeting and filed with the secretary of the corporation or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board. 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 directors 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 director participating in the meeting can communicate with all of the other directors concurrently; b) Each director 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; and c) The corporation adopts and implements some means of verifying 1) that all persons participating in the meeting are directors 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 directors and not by persons who are not directors. SECTION 7. REGULAR AND ANNUAL MEETINGS Regular meetings of directors shall be held at least quarterly. SECTION 8. SPECIAL MEETINGS Special meetings of the board of directors may be called by the president, the vice president, the secretary, the treasurer, or by any two directors, and such meetings shall be held at the place, within or without 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. SECTION 9. NOTICE OF MEETINGS Regular meetings of the board may be held without notice. Notice will be given personally, by telephone, or email. SECTION 10. CONTENTS OF NOTICE Notice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting. The purpose of any board meeting need not be specified in the notice. SECTION 11. QUORUM FOR MEETINGS A quorum shall consist of a majority of the Board of Directors. Except as otherwise provided in these bylaws or in the articles of incorporation of this corporation, or by law, any business may 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. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken. The directors 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 directors 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 12. MAJORITY ACTION AS BOARD ACTION Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, 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 director has a material financial interest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board. SECTION 13. CONDUCT OF MEETINGS Meetings of the board of directors shall be presided over by the president of the corporation or, in her or his absence, by the vice president of the corporation or, in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. In the absence of these persons either the president can designate someone or a chairperson can be chosen by the majority of the board. 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 Roberts’ Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the articles of incorporation of this corporation, or with provisions of law. SECTION 14. ACTION BY UNANIMOUS ORAL OR WRITTEN CONSENT WITHOUT MEETING Any action required or permitted to be taken by the board of directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent orally or written to such action. Such action by oral or written consent shall have the same force and effect as the unanimous vote of the directors. 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 oral or written consent of the board of directors without a meeting and that the bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority. SECTION 15. VACANCIES Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased. The board of directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or 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. Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the attorney general. Vacancies on the board may be filled by approval of the board. A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the board of directors or until his or her death, resignation, or removal from office. SECTION 16. NONLIABILITY OF DIRECTORS The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. SECTION 17. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS To the extent that a person who is, or was, a director, 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. SECTION 18. INSURANCE FOR CORPORATE AGENTS The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, 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. ARTICLE 4 OFFICERS SECTION 1. NUMBER OF OFFICERS The officers of the corporation shall be a president, a vice-president, a secretary, and a chief financial officer who shall be designated the treasurer. The corporation may also have 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 president. SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE Any director may serve as an officer of this corporation. Officers shall serve one year terms, and multiple terms will be encouraged for those performing their duties well. Officers shall be elected from and by the board of directors at the first meeting of the Board of Directors following the annual supporters meeting, and each officer shall hold office until he or she resigns, until his or her term expires, is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Officers may be appointed by the Board of Directors to fill uncompleted terms. SECTION 3. REMOVAL AND RESIGNATION Any officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president 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. SECTION 4. VACANCIES Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. SECTION 5. DUTIES OF PRESIDENT The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, 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 directors. He or she shall preside at all meetings of the board of directors. If applicable, the president shall preside at all meetings of the supporters. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, s/he 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 directors. SECTION 6. DUTIES OF VICE PRESIDENT In the absence of the president, or in the event of his or her inability or refusal to act, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president 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 directors. SECTION 7. DUTIES OF SECRETARY The secretary shall: Certify and keep at the principal office of the corporation, or at such other place as the board may determine, 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 directors, and, if applicable, meetings of committees of directors and of members, 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. Keep at the principal office of the corporation a supporter book containing the name and address of each and any supporter, and, in the case where any supporter has been terminated, the secretary shall record such fact in the supporter book together with the date on which such supportership ceased. 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 directors. Take minutes at meetings, when present. SECTION 8. 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 directors. 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 Directors, taking proper records 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 director of the corporation, or to his or her agent or attorney, on request therefor. Render to the president and directors, 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. 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 directors. SECTION 9. COMPENSATION Officers will not be paid a salary. ARTICLE 5 COMMITTEES SECTION 1. OTHER COMMITTEES The corporation shall have such other committees as may from time to time be designated by resolution of the board of directors. Such other committees shall contain at least one board member and may contain persons who are not also members of the board. Committees established by the board of directors (hereafter referred to as "Parent" committees) may from time to time designate subcommittees. Each Subcommittee shall contain at least one member of the Parent committee and may contain other persons who are not members of the Parent committee Meeting minutes should be, but are not required to be, recorded at all subcommittee meetings and those minutes should be, but are not required to be, reported orally or in writing to the next meeting held by it's Parent committee. When minutes are recorded in writing by any subcommittee 1 hard copy of those minutes shall be provided to the Parent committee and attached to the Parent committee's meeting minutes as soon as possible. SECTION 2. MEETINGS AND ACTION OF COMMITTEES Meetings and actions of committees shall be governed by, noticed, and taken in accordance with same provisions of these bylaws as they apply to meetings of the board of directors. Although the bylaws regarding meetings of the board of directors will not specifically mention committees these bylaws will be interpreted as being applicable to committees and committee meeting rules, policies, etc., with the exception that the time for regular meetings of committees may be designated by a resolution of the board of directors or by the committee. The time for special meetings of committees may also be designated by a resolution of the board of directors or by the committee. The board of directors 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 directors, 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 product 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 directors, 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 or by the president of the corporation. Neither the president nor the treasurer of the corporation may sign checks, drafts, promissory notes, etc. that are written to themselves or members of their family. 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 directors may select. SECTION 4. GIFTS The board of directors may accept on behalf of the corporation any contribution, gift, or bequest for the charitable or public purposes of this corporation. ARTICLE 7 CORPORATE RECORDS AND REPORTS SECTION 1. MAINTENANCE OF CORPORATE RECORD The corporation shall keep at its principal office in the State of California: (a) Except as described in (e), minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, 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) Except as described in (e), 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 record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; (d) A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours. (e) Current year’s minutes of meetings shall be kept by the secretary. Current year’s books and record of account shall be kept by the treasurer. SECTION 2. DIRECTORS' INSPECTION RIGHTS Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation. SECTION 3. RIGHT TO COPY Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy. SECTION 4. 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 directors of the corporation. The 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; 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. ARTICLE 8 FISCAL YEAR SECTION 1. FISCAL YEAR OF THE CORPORATION The fiscal year of the corporation shall begin on January 1 and end on December 31 in each year. ARTICLE 9 AMENDMENT OF BYLAWS SECTION 1. AMENDMENT BY BOARD OF DIRECTORS By-Laws may be adopted, amended, or repealed by two-thirds vote of all the Board of Directors. ARTICLE 10 AMENDMENT OF ARTICLES SECTION 1. AMENDMENT OF ARTICLES At any time after the corporation is established, amendment of the articles of incorporation may be adopted by the approval of the board of directors. SECTION 2. CERTAIN AMENDMENTS Notwithstanding the above sections of this Article, this corporation shall not amend its articles of incorporation to alter the names and addresses of the first directors 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 Nonprofit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law. ARTICLE 11 MEETINGS OF SUPPORTERS SECTION 1. PLACE OF MEETINGS Meetings of supporters shall be held at the principal office of the corporation or at such other place or places within or without the State of California as may be designated from time to time by resolution of the board of directors. SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS The supporters shall meet annually on the third Wednesday of January in each year, for the purpose of electing directors and transacting other business as may come before the meeting. Only supporters who are present or have submitted ballots by proxy and have paid at least $15 of membership fees within the past year have a vote. The candidates receiving a majority of votes shall be elected. Each voting supporter shall cast one vote, with voting being by ballot only. If the day fixed for the annual meeting or other regular meetings falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day. SECTION 3. NOTICE OF MEETINGS Notice of the annual meeting shall state the place, date, and time of the meeting and shall be given either personally or by mail or other means of written communication, addressed to the supporter at the address of such supporter appearing on the books of the corporation. WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS We, the undersigned, are all of the persons named as the initial directors in the articles of incorporation of Chuck Haugen Conservation Fund, a California nonprofit corporation, and, pursuant to the authority granted to the directors by these bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing bylaws, consisting of 11 pages, as the bylaws of this corporation. Dated: ___________ ________________________________, Director Bree Candiloro ________________________________, Director Alan Church ________________________________, Director Bruce Delgado ________________________________, Director David Styer ________________________________, Director Amanda Yantos 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 directors of said corporation on the date set forth below. Dated: ___________ ________________________________, Secretary Alan Church

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