BY-LAWS OF THE CALIFORNIA COUNCIL OF GEOSCIENCE ORGANIZATIONS

ARTICLE 3 - MANAGEMENT

3.1 Board of Directors

3.1.1 Direction

The direction of the Council shall be vested in a Board of Directors (the Board). Members of the Board (Directors) shall serve without compensation but may be reimbursed for actual expenses incurred in the performance of the duties of their offices.

3.1.2 Board Membership and Officers

The Directors shall come from the membership. Each Organizational Member will appoint one individual from that organization to serve as that organization's representative, who will sit on the Board. Each Organizational Member shall decide for itself where its appointing authority whall reside. An appointing authority may be, for example but not by way of limitation, the Member's President or Chair, or its governing body. The Board will choose officers from among themselves. The officers shall consist of a President, President-Elect/Vice President, Secretary, and Treasurer who shall be elected for terms of 1 year.

3.1.3 Role of the Board

The Board shall be the principal policy making body of the Council and shall be responsible for management of its affairs and funds.

3.1.4 Term of Office for Directors

Directors shall serve a term of three years. No Director shall serve more than two consecutive terms, including partial terms.

3.1.5 Staggering of Terms

Upon formation of the Board of Directors, approximately one-third of the initial members of the Board of Directors shall be appointed for a one-year term, one-third for a two-year term, and one-third for a three-year term. The determinition of which founding Directors will serve for what duration will be made by random drawing. Succeeding Directors shall all be appointed for three-year terms. As Organization members are added to the Council, the three-year term for the Director from that organization will begin in the year in which the organization is admitted to the Council.

3.1.6 Vacancies

Any vacancy among the Directors shall be filled for the unexpired balance of the Director's term by a Director appointed by the appointing authority of the Organizational Member.

3.1.7 Resignation or Removal

Any Director may resign at any time by giving written notice to the President, the Secretary, or the full Board, and at the same time to the appointing authority that appointed him or her. Such resignations shall take place at the time specified therein. If no time is specified, the resignation shall become effective at the time of acceptance by the President, the Board, or the appointing authority. Any Director may be removed from the Board, with or without cause, by a majority of votes cast by the Board at a meeting at which a quorum is present. Removal of that Director from the Board shall be noticed to the appointing authority by the President.

3.2 Meetings, Duties, and Procedures of the Board

3.2.1 Meetings

The Board will meet at least quarterly each year at approximately three-month intervals. Meetings may be held by tele-conference, email, in-person, or by other method agreed to by the majority of the members of the Board of Directors, except that at least one meeting per year must be an "Annual Meeting" held "in-person." The "Annual Meeting" shall be held at approximately the same time each year, at the beginning of the calendar year, which is also the Council's fiscal year (year). New officers of the Council and new Directors will be installed at the "Annual Meeting." Special meetings of the Board may be called at any time by the President, a majority of the Executive Committee, or by petition to the President signed by at least 25% of the Board members. An agenda will be prepared and followed for all Board of Directors meetings whether that meeting be a quarterly meeting or a special meeting. The agenda of all regular meetings shall be transmitted to members of the Board at least thirty (30) days prior to the meeting date. Committee chairpersons who are not already on the Board of Directors are encouraged to participate in the Board's meetings, and to provide input. However, committee chairs who are not also directors will not have the right to participate as voting members of the Board.

3.2.2 Notice

Notice for all regular meetings shall be transmitted to members of the Board at least thirty (30) days prior to the meeting date. If a special meeting is called by Directors as authorized by these Bylaws, the request of the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered either personally or sent by registered mail to the President, President-Elect/Vice President, and the Secretary. The officer receiving the request shall promptly cause notice to be given to the Directors that the meeting will be held, stating the date of the meeting. The date of such meeting shall be fixed by the Board and shall not be less than five days nor more than ninety days after receipt of the request for the meeting by the officer. If notice is not given within five days after receipt of the request, persons calling the meeting may give notice themselves.

3.2.3 Waiver of Notice

Directors may waive notice either by signing a statement waiving notice or by attending a meeting and not objecting to lack of notice at the quorum call.

3.2.4 Alternative Meeting and Balloting Methods

The Board may establish policies and procedures not inconsistent with state law that permit it to conduct its business by mail ballot, telefacsimile messages and ballots, telephone conference calls, e-mail, video conference calls, and such other methods as it may desire to implement. The Annual Meeting shall be held in one physical location with the members in personal attendance.

3.2.5 Designated Alternate for Directors

If a Director is unable to attend a meeting, that Director may designate an alternate to serve in their stead.

3.2.6 Proxy Voting

If a Director is unable to attend a meeting, that Director may send a written proxy vote.

3.2.7 Quorum

At all meetings of the Board, the presence of one quarter of the Directors shall constitute a quorum. Unless otherwise specified in these Bylaws, decisions of the Board shall only be made by vote of a quorum of its Directors present and voting. Except as otherwise provided for in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as herein defined, is not present, and the only motion which the President of the Council will entertain at such a meeting is a motion to adjourn. When a meeting is adjourned for lack of a quorum, notice of the time and place of the adjourned meeting shall be given to absent Directors. No time requirements are applicable to notice of adjourned meetings. If a meeting starts out with a quorum, and a quorum is lost due to the withdrawal of some Directors from the meeting for whatever reason, the meeting may continue, and business may continue. The Directors remaining at such a meeting may continue to do business, provided that any action thereafter must be approved by number of Directors equal to 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.

3.2.8 Duties

The Board shall exercise general supervision over the activities of the Council, shall approve the budgets and membership fees, and shall be responsible for developing and continuously updating a strategic plan and for monitoring the performance of the Council in achieving its goals and objectives as set by the Board.

3.2.9 Resolutions and Policy Statements

Adoption of resolutions and statements of policy on matters pertaining to the mission and goals of the Council is resolved as a duty of the Board. Adoption of statements of policy which set internal operating standards and goals is reserved as a duty of the Board. Resolutions and statements of policy which set internal operating standards and goals will be adopted by a majority vote of the Directors present at a meeting at which a quorum is present. However, the President of the Board or their designee may represent the Council's policies and make resolutions on the Council's behalf in public meetings and forums, where those policies and resolutions are consistent with the organizational purpose set forth in Section 1.3 of these Bylaws.

3.2.10 Absence

Any member of the Board who is unable to attend a meeting (including participation in a meeting held by alternative meeting methods as described in Section 3.2.4) shall, in written notice addressed to the President or Secretary, state the reason for his or her absence; if the reason is accepted by the Board, the Director's absence shall be excused. If the Director has three consecutive unexcused absences, his or her resignation shall be deemed to have been tendered and accepted. Further, if a Director has four unexcused absences in a two-year period, his or her resignation shall be deemed to have been tendered and accepted.

3.3 Expenses of the Board and Committees

Members of the Board and any Committee may be reimbursed, at the discretion of the Board, for part or all of their reasonable and necessary expenses incurred in serving the Council. Each Organizational Member will be responsible for determining its own policies regarding reimbursement of the expenses of its Directors to attend Board of Directors or Executive Committee meetings. The expenses of Business Member appointees serving on Council committees shall be paid by their business sponsors unless the Board specifically authorizes Council reimbursement of part or all of their expenses.

3.4 Executive Director

The Board may appoint an Executive Director to manage the routine affairs of the Council. The Executive Director shall perform the administrative duties and responsibilities prescribed by the Board, and shall represent the Council as directed by the Board or, in their absence, the President of the Board. The Executive Director shall serve at the pleasure of the Board, and may be terminated at any time with or without cause.

ARTICLE 4 - POWERS AND DUTIES OF OFFICERS

4.1 President

The President shall: a) be the Chairperson of the Board, and shall perform actions and act as official spokesperson for the Council; b) preside at all meetings of the Board and the Executive Committee; c) appoint Chairpersons of all standing and ad hoc committees; d) be an ex-officio member of all committees, with full voting rights; e) represent, or delegate others to represent, the Council on all appropriate occasions; and, f) at the Annual Meeting of the Council submit a report to the membership concerning the affairs of the Council the prior year.

4.2 Vice President/President-Elect

The Vice President/President-Elect shall: a) automatically assume the powers and duties of the President in the event of a vacancy in that office or during the temporary absence or disability of the President; b) coordinate the activities of all committees; and c) perform such duties as may be assigned by the Board or President.

4.3 Secretary

The Secretary shall: a) prepare the minutes of the quarterly meetings; b) transmit the minutes of the previous meeting; c) transmit the agenda for the next quarterly meeting; d) keep or cause to be kept a record of the proceedings of the Annual Corporate Meeting and of all regular or special meetings of the Board and Executive Committee; e) maintain or cause to be maintained record books in which the Constitution, Bylaws, minutes of meetings and other important documents are kept; f) be custodian of the official seal and legal documents of the Council; g) notify officers, members of the Board and Committee of their election to office; h) maintain records of the official correspondence of the Council; i) maintain a roster of Council members, Directors, officers, and committee members; and, g) perform other duties as the Board may direct.

4.4 Treasurer

The Treasurer shall be the Chief Financial Officer of the Council ans shall: a) receive, deposit, and disburse all funds of the Council or have oversight over such functions if performed by others; b) keep or cause to be kept records of all receipts, disbursements, and other financial transactions concerning the funds, assets, and debts of the Council; c) prepare and present a written financial report or budget at each Annual Meeting of the Council and ar regular meetings of the Board and Committee; d) if directed by the Board, have an audited financial statement prepared by an independent certified public accountant at the close of each fiscal year; e) prepare or direct the preparation of the Council's federal and state tax and information returns; and, f) perform such other duties as the Board may direct. The Treasurer along with the President and the Executive Director, shall be an authorized signatory on all bank accounts and instruments of financial obligation of the Council.

4.5 Fidelity Bond and Insurance

All Officers or others with authority over the Council's general accounts may be covered by a fidelity bond in an amount set by the Board. Tghe council may insure the Council's members, officers, Directors, agents, and employees. The Council may purchase Directors' and Officers' liability insurance.