Saline Preservation Association

The voice of Saline Valley

 

 

BYLAWS OF 

SALINE PRESERVATION ASSOCIATION 

(A NON-PROFIT NEVADA CORPORATION)

 

 

ARTICLE I -- NAME 

The name of this corporation will be SALINE PRESERVATION ASSOCIATION, hereinafter referred to as SPA.

 Article II 

SPA wishes to promote an atmosphere of welcome to all visitors while communicating the valley's traditional lifestyle to newcomers. SPA intends to represent the community, to be a sounding board, between the members and the Park. SPA intends to accomplish this by supporting cooperation and helpfulness, to promote a mutually beneficial partnership.

  

ARTICLE III -- SCOPE 

SPA will focus its activities on the watershed defined by the crests of the Inyo Mountains, Last Chance, Nelson, Panamint and Saline Ranges and entry routes from surrounding paved roadways. SPA will not align itself with other organizations except on a case-by-case basis where the Board determines that it is in the community's best interest to do so.  

 

ARTICLE IV -- MAINTENANCE 

SPA, in cooperation with the Camp Host, will maintain the Saline Valley Warm Springs area and facilities with the efforts of volunteers. Maintenance projects will be identified as needed through communications between the Camp Host, SPA and the NPS.  

 

ARTICLE V – MEMBERSHIP 

Any person may seek membership in this Organization by one of the following methods: 

(1) Making a written request to be added to SPA by mail. (2) by e-mailing a request to SPA’s designated web site administrator at the designated address; Linkage will be provided at  salinepreservation.org or (3) by making an in-person request to any SPA Board member. 

Members are expected to adhere to the provisions as stated in these Bylaws.  

Members are responsible for their actions at all organizational functions and when on site in Saline Valley and are expected to promote the well-being of the Association.  

Revocation of SPA membership may be effected for due cause by an action of the full SPA Board.  

 

ARTICLE VI -- VOTING REQUIREMENTS 

1. An eligible voter is a member who is in the current active Membership Database. In order to avoid politicking at the springs, which is contrary to SPA's furthering of peace and harmony, any election held for any purpose will take place in the month of July or August with all voting done by mail-in ballots. Four members of the five-member SPA Board may call for an election.  

2. Seven percent of the community may petition the Board to hold a community election on any subject. Signatories will be qualified by being listed on the current active Membership Database.

3. If the issue is Board membership, all members must stand election. The Board will appoint a Nominating Committee to seek additional candidates. No member of the Board may serve on this committee. Any member may become a candidate by notifying the Nominating Committee. The Nominating Committee is not precluded from nominating one of its own. 

4. Elections for the SPA Board shall not be held more frequently than once every 24 months. 

5. Ballots shall be sent within a newsletter which shall contain an explanation so members may vote from a position of knowledge. In the case of Board membership, all candidates will be encouraged to submit a candidate's statement of reasonable length established by the Board. If the issue is to determine consensus regarding an issue other than Board membership, supporters and detractors of each issue shall be given equal space in the newsletter. 

6. No written materials may mention any candidate or Board member in an untruthful way. 

7. Election materials may not exceed 50 percent of a newsletter and preferably should be less.  

8. Ballots shall be sent to all current physical addresses or verified email addresses contained in the Association's membership database. They shall be included within a newsletter and sent not exceeding 60 days prior to July 1st following the presentation and validation of a petition for election or Board vote for such. All ballots will carry clear instructions as to where members are to return the ballots and what is the last date upon which they may be received, irrespective of the postmark. At least 30, but no more than 45 days, shall be provided for the return of ballots, based upon the date of the Association's mailing of the ballots.  

9. One ballot will be sent to each qualified database record. If more than one member resides at that physical address, copies of the ballot may be made and one ballot submitted by each member. All voters’ names must appear on the membership database. Copies of the ballot must be included for each voter for individual votes to count. Cumulative voting is not allowed. For members who prefer to receive e-mail rather than postal mail, ballot forms will be sent by e-mail, to be printed out and returned by regular mail. The envelope containing the ballot form must show the name and physical return address of the voter. 

10. Ballots shall be returned postpaid by the member in an envelope supplied by him/her, with his or her name on the outside as it appears on the original ballot sent. Multiple ballots being returned by members who share the same physical addresses should clearly show both/all members’ names in the return address. All names will be verified as members, based on the membership database, before the envelopes are opened and ballots are separated into an anonymous collection for counting.  

11. The Election Committee will report election results to the existing Board, and to any/all candidates, within 15 days.  

12. If a new Board is formed by election (one or more new members) that Board will endeavor to assemble at the earliest opportunity to address the future well-being of the Association.  

 

ARTICLE VII – MEMBERS’ RIGHTS AND RESPONSIBILITIES 

1. MEETINGS. Community meetings of the members may be held if the Board identifies a circumstance where the community would be best served by an assembly, or a significant number of the members express such a need.  

2. AUTHORITY. The members have the exclusive right to decide the policy of the Association in conformance with applicable statutes, the Articles of Incorporation, and the Bylaws of the Association. The members’ policy decisions charge the Directors with the duty to carry out those policies and authorize them to conduct the business of the Association as reasonably needed to accomplish those policies.

 

ARTICLE VIII -- ELECTED DIRECTORS 

1. The SPA Board will consist of five members. Four members constitute a quorum, of which a majority of three will decide.  

2. If a Board member resigns, the resigner will be encouraged to nominate his/her replacement with confirmation by a vote of three Board members including the resigner.  

3. The Board may remove a Board member by a vote of four, or by calling for an election. 

4. Officers and meeting chairpersons shall be appointed from among the Board as needed. The Board may appoint a Secretary and/or Treasurer from among the general membership of SPA, or these offices may be held by Board members.  

5. Should a conflict of interest arise involving issues of ranching, mining, commercial or private property, land use, organizational liaisons, or the Camp Host, affected Board members will abstain from voting on such issues.  

 

ARTICLE IX – OFFICERS, DIRECTORS, AND REGISTERED AGENTS 

Saline Preservation Association is a nonprofit Corporation registered in the State of Nevada with the Office of the Secretary of State.  An annual list of Officers, Directors and Registered Agent must be annually filed and a filing fee paid.  SPA will adhere to all laws and requirements to remain is good standing with respects to nonprofit corporate status.   As required by the State of Nevada, SPA shall designate and assign the following Titles for public record:  President, Vice President, Secretary, Treasurer, Director and Resident Agent.   

Additional persons may be assigned outside the scope of the above Officers for banking, information distribution by Newsletter or Web Site, or any other task deemed necessary by the standing SPA board.   

 

ARTICLE X -- CONDUCT OF BUSINESS 

1. CONTRACTS. The SPA Board may authorize an agent of the Corporation to enter into an authorized contract or execute and deliver an authorized instrument in the name of and for the Saline Preservation Association.  

2. FUNDS. All disbursement of funds will be signed by the Treasurer or an authorized Director of the Association. None of the signers will receive any benefit from the funds. All funds received by the Association will be deposited in the Association's account. The Association will maintain accounts with such institutions as are beneficial in accomplishing the purpose of the Association.  

3. DONATIONS. The Treasurer or other authorized member may accept and issue receipts for donations to the Association of money or property that is easily valued and clearly usable for the Association's purposes. All donations are considered tax deductible for income tax purposes under the Association's 501(c) (3) non-profit status. Any donation or bequest to SPA of $1000 or more, unless otherwise specified by the donor, must be invested by the Board as any prudent trustee might be expected to do. The Board may authorize expenditure of earnings only from such investments for any cause allowed by current law.  

4. AUTHORIZATION. Members and participants may act for the Corporation only after authorization by the SPA Board as permitted under these Bylaws. 

5. FISCAL YEAR. The fiscal year shall be from October 1 to September 30. 

6. CORPORATE BUSINESS. Corporate business decisions and authorization to act can only be achieved by a majority vote of a quorum at a SPA Board meeting, or by a majority vote via e-mail and/or telephone poll of all the Board members, where reasonable.  

7. RULES OF ORDER. These Bylaws, and Robert's Rules of Order Newly Revised will, unless otherwise specified, control the conduct of any meetings that may be held.  

8. EXPENDITURES. Any expenditure must have the express authorization of the SPA Board excepting for ordinary business expenses. Ordinary business includes expenses of communication, office supplies, and maintaining corporate status with state and federal agencies.  

9. LIMITATION OF EXPENSES. Any expenses incurred without conformity to these Bylaws and/or to business resolutions of the SPA Board, are the individual's contribution to the Association unless the Association chooses not to accept such contribution. 

 

ARTICLE XI -- TAX EXEMPT REQUIREMENTS 

1. SPA is organized exclusively for charitable purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code. The organization shall not carry on any activities that are not permitted to be carried on by an organization exempt from Federal income tax as an organization described in section 501(c) (3) of the Internal Revenue Code.  

2. Upon dissolution and winding up of this organization, after paying or adequately providing for debts and obligations of the organization, the remaining assets shall be distributed to a non-profit fund, foundation or corporation organized and operated exclusively for the purposes specified in section 501(c) (3) of the Internal Revenue Code and which has established its tax exempt status under that section.  

 

ARTICLE XII -- RESPONSIBILITY TO MEMBERSHIP & MEMBERSHIP DATABASE 

SPA will endeavor to keep its membership informed of current and relevant news of issues and activities that pertain to Saline Valley and the Warm Springs, including reports on meetings held, reports on communications with the NPS, and pending political actions. Communication between and amongst the Board of Directors and members of SPA will be facilitated through electronic communication including email, website, and e-forums approved by the SPA Board. The membership database will be kept strictly confidential.

 

ARTICLE XIII -- RELEASE FROM LIABILITY 

Anyone visiting the Saline Valley Warm Springs assumes liability for his or her use of the springs and surrounding area, including any volunteer activities carried out at the Springs.  

 

XIV -- PUBLICITY AND COMMERCIALIZATION 

SPA will pursue a policy of publicity containment, and strive to manage any publicity that would tend to highlight Springs activities and unnecessarily entice the general public. SPA will not support any form of commercialization or non-traditional development within the Saline Valley. 

 

ARTICLE XV -- AMENDMENT OF BYLAWS 

These Bylaws may be amended by a concurrence of two-thirds of the membership responding to a Bylaws election.