Cascabel Working Group Bylaws

Article I: Mission

The Cascabel Working Group (CWG) serves as a voluntary community organization to educate governmental organizations and individuals within the government, non-governmental organizations and individuals within those organizations, and the public about environmental, archaeological, cultural, recreational, agricultural, economic and other features of the San Pedro River Valley and its tributaries with a focus on the Middle San Pedro River Watershed.

Article II: Purpose

The Cascabel Working Group is organized for charitable, educational, scientific, and environmental protection purposes within the meaning of the section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, including, for such purposes the making of distributions to organizations that also qualify as Section 501 (c) (3) exempt organizations. All funds, whether income or principal, and whether acquired by gift or corporation or otherwise, shall be devoted to said purposes.

Article III: Roles of the Cascabel Working Group

3.01 Educate the general public and other groups and agencies about the San Pedro River Watersheds.

3.02 Sponsor educational programs.

3.03 Help protect the archaeological, ecological, recreational, and agricultural treasures of the San Pedro River Watersheds.

3.04 Develop a Working Group plan for furthering or accomplishing the mission and purpose as stated in Articles I & II above.

3.05 When appropriate, coordinate with other agencies and non-profit organizations or any other stakeholders in the effort to further or accomplish the mission and purpose as stated in Articles I & II above.

3.06 Serve as an advisory body as requested

3.07 Engage in fundraising activities to accomplish our goals.

Article IV: Net Earnings

4.01 No part of the net earnings of the Cascabel Working Group shall inure to the benefit of or be distributable to its members, directors, or officers, or to other private persons, except that the Cascabel Working Group shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article II hereof.

Article V: Membership

5.01 Membership in the Cascabel Working Group shall be open to any person, 18 years or older, who has an interest in preserving the cultural, archeological, environmental, and natural features of the San Pedro River Watershed and who pays annual dues of $1. Dues may be waived for any individual at the discretion of the board of directors.

5.02 Voting on all matters at member meetings, except election of the board of directors, will be by show of hands. Election of the board of directors will be by written ballot where a membership quorum is met. A membership quorum shall be defined as attendance by a minimum of nine voting members.

5.03 There shall be an annual meeting of the membership to elect directors and to conduct any necessary business. The date, time, and place of the annual meeting shall be set by the board of directors. Members shall be notified at, least 15 days prior, of the date, time, and place of the annual meeting by email, mail, or other appropriate means.

Article VI: Board of Directors

6.01 A seven member board of directors shall be elected from the membership by written ballot at the annual meeting. The management of the corporation shall be vested in the board of directors. A quorum of the board of directors shall be four directors. The members of the board of directors shall receive no compensation for their services. Two members of the same household may not serve at the same time. It is not required for all positions be filled. All meetings of the board of directors shall be open to the membership.

Article VII: Officers

7.01 The Cascabel Working Group board of directors will elect officers from the current board of directors. The officers will be Chair, Co-Chair, Secretary, and Treasurer. An officer can be removed from office at any time by a majority of the board of directors.

7.02 Each officer shall hold office until her/his successor has been duly elected and qualified or until her/his death or until she/he resigns pursuant to section 7.05.

7.03 Terms of officers shall be one year unless otherwise specified, and can be renewed.

7.04 The Chairperson shall have the power and duty to conduct and supervise the business of the corporation generally and to conduct board of director and membership meetings.

The Co-Chair shall perform the duties of the Chair in the event the Chair is unable to attend a meeting, and generally assist.

The Secretary shall keep the minutes and records of the corporation and make reports from time to time as requested.

The Treasurer(s) has charge and custody of, and is responsible for all funds and securities; keeps legible and accurate records of all transactions; publishes a yearly financial report; receives and gives receipts for moneys due or donated; deposits moneys in the name of CWG in banks, trust companies, or other depositories; is authorized to sign checks; assists with annual tax reports; and carries out all other miscellaneous financial duties.

7.05 Resignation: An officer may resign at any time by giving written notice to any of the other remaining officers. Unless otherwise specified in the notice, resignation shall take effect upon receipt thereof by the said officers. The acceptance of the resignation shall not be necessary to make it effective.

Article VIII: Committees

8.01 CWG may establish and disband committees, as needed, to assist with the purpose and roles of CWG.

Article IX: Minutes

9.01 Minutes will be recorded at all meetings and available upon request. Additions or corrections to the minutes may be performed upon request during a regularly scheduled meeting.

Article X: Contracts, etc.

10.01 All contracts, instruments, documents, and the making and obtaining of loans shall require the signature of the treasurer and the chairman. If either is out of the area or incapacitated, the statutory agent may sign in place of one of the signatures. Checks may be written by the treasurer(s) or the chair within the budget guidelines.

Article XI: Decision Making

11.01 When a decision is required, CWG will endeavor to achieve consensus among the members. Consensus is understood by CWG as follows: All parties believe their views on a particular issue have been satisfactorily heard and agree not to block the group’s decision on the issue. If consensus is not reached, a majority vote by the members (board of directors and general members) present will decide the issue. Under these circumstances, CWG will encourage written dissenting opinion(s) be included in the record.

Article XII: Amendments

1. Amendments or changes to these bylaws can be made at any time using the approved decision-making structure.

Certification

These bylaws were approved at a meeting of the board of directors by unanimous vote on

____________________________