BY-LAWS OF THE CALIFORNIA COUNCIL OF GEOSCIENCE ORGANIZATIONS

ARTICLE 5 - NOMINATION AND ELECTION OF OFFICERS

5.1 Terms of Office

The Officers of the Board shall take office on the first day of January following their election and serve until the last day of the following December, except that the incorporating officers elected to serve, shall take office on the first day of incorporation.

5.2 Nominating Procedures

Nomination of officers will be open to any voting member of the Board of Directors, and such nominations will be made to the Nominating Committee. The Nominating Committee shall be comprised of the President, President Elect/Vice-President, and three other Board members appointed by the President. Nomination for council officers will be open to any Director in good standing at the time of election.

5.2.1 General

The Board may appoint a nominating committee to seek candidates for Board office, and further determine the charge of the committee.

5.2.2 Board Nominations

From the list of nominees submitted by the Nominating Committee (if any), and any additional nominations made from the floor, the Board shall elect one (1) nominee to each office. A majority vote of the members of the Board present and voting shall be required for nomination or election to any office.

5.3 Election of Officers

Officers shall be elected by a show of hands or written ballot at a Board meeting, or by written mail ballot.

5.4 Filling Vacancies

Vacancy among the Board offices, except that of President, shall be filled through election by the Board. The Board shall determine when an inability to serve results in a vacancy. A vacancy in the Office of the President shall be filled by the Vice President/President-Elect.

ARTICLE 6 - COMMITTEES

6.1 Authority

Standing committees are established by these Bylaws. The President or Board of Directors may establish and discharge ad hoc or special committees and their chairs at the direction of the Board or as necessary to further the purposes of the Council. The Board shall be notified of committees established by the President. Committee chairs and members serve at the pleasure of the President or the Board of Directors.

6.2 Standing Committees

The Executive Committee and the Governance Committee are established as standing committees.

6.2.1 Executive Committee

The Executive Committee shall consist of the President, Vice President/President-Elect, Secretary, and Treasurer, and one other Director to be appointed by the President. The President will chair the Executive Committee. The Executive Committee may act in place and stead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by these Bylaws or state law. The Executive Committee shall report its actions to the Board at the next Board meeting. Meetings of the Executive Committee may be called by the President or by a majority of its members. The Executive Committee may not take action in place of the Board that would affect any member of the Council.

6.2.2 Governance Committee

The Governance Committee shall be appointed by the President with the approval of the Board. The President shall chair the Governance Committee. The Governance Committee shall have the following duties: 1) oversight over the Treasurer and the Secretary; 2) development, maintenance, and evaluation of the Council's strategic plan and reporting of the progress in achieving the Council's mission to the Board; 3) annual evaluation of the performance of the Executive Director; 5) development of Board resolutions and policies as directed by the Board, the President, or on its own initiative (but any Board member may present a resolution or policy to the Board for its consideration); and, 6) such other duties as may be assigned to it by the President or the Board.

6.3 Committee Reports

The Chair of each committee shall prepare written reports of committee activities at least annually, or as directed by the President.

6.4 Operating Policy

Council Committee members and chairs shall not speak or make statements for the Council unless authorized by the Board of Directors, the Executive committee, or the President.

6.5 Political Action Committee (PAC)

The Board may establish a Political Action Committee (PAC).

ARTICLE 7 - PROPERTY AND FINANCES

7.1 Membership Dues

The Board shall annually establish the dues for members. The Board may establish dues periods other than annual.

7.2 Fiscal Year

The fiscal year of the Council shall run from January 1 to December 31.

7.3 Contracts, Checks, and Deposits

7.3.1 Contracts

The Board of Directors of the Council may authorize any officer, agent or agents, on the Council to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Council, and such authority may be general or confined to specific instances.

7.3.2 Checks

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Council shall be signed by such officer or officers, agent or agents of the Council and in such a manner as shall from time to time be determined by the resolution of the Council's Board of Directors.

7.3.3 Deposits

All funds of the Council shall be deposited from time to time to the credit of the Council in banks, trust companies, and other depositories as the Board of Directors selects and approves.

7.4 Compensation

Directors and elected officers shall not receive any compensation for their services.

7.5 Books and Records

The Council shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of meetings of the members, the Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Council may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time, except as otherwise expressly provided by these Bylaws or by resolution of the Board of Directors or as required by law.

ARTICLE 8 - RESIGNATIONS

Resignations of membership shall be submitted in writing to the Secretary or the Executive Director at the principal business address of the Council, and signed by the President or Chair of the resigning Member Organization or Business, or a designated representative. Resignations shall become effective thirty days after the day received at the Council's office. All resignations shall be noted and summarized in the Executive Director's annual report to the Board. Resigning members shall not be entitled to any full or partial refund of dues paid for the year in which the resignation becomes effective.

ARTICLE 9 - PUBLICATIONS AND RESEARCH

9.1 Publications of the Council

The publications of the Council shall be as prescribed by the Board or Executive Committee. The Board or Executive Committee may authorize the printing of publications to be financed by the Council from any of its funds. The Council may participate in sponsoring the publications of other organizations. Publications may be distributed without charge or may be offered for sale.

9.2 Research

The Council may engage in or support research in furthurance of its mission, goals, policies, and programs.

ARTICLE 10 - ADVOCACY

The Council, through its officers, employees, and agents, may offer suggestions, commentary, advice, and testimony and may engage in legislative and other governmental advocacy in furtherance of its mission and goals as determined by the Board of Directors.

ARTICLE 11 - DISPOSAL OF ASSETS

No member of the Council owns any assets in the Council, and only the Board can dispose of the assets of the Council. In the event that the California Council of Geoscience Organizations is dissolved for whatever reason, at the time of such dissolution the funds or other assets of the Council remaining after payment of all obligations outstanding shall be disbursed to the Organizational Members in a manner to be determined by the Board of Directors.

ARTICLE 12 - PARLIAMENTARY AUTHORITY

The consensus procedure of governance shall govern the proceedings of the Council, the Board of Directors, and the Executive Committee if state law, these Bylaws, or adopted Board policies or rules do not address a procedural issue. In the event of inconsistency or contradictory direction among various authorities as to proceedings, these Bylaws govern.

ARTICLE 13 - AMENDMENTS

13.1 Amending Authority

The Board of Directors shall have the power to amend the Bylaws by a two-thirds (2/3) majority vote. A request to amend the Bylaws by a Council member having the right to vote in the Board of Directors shall be furnished to the Secretary at least sixty (60) days prior to the meeting at which the proposed amendments will be considered. Organizational Members may vote through their representative or duly appointed proxy. All proposed amendments shall be submitted in writing by the proposer to the Council Board of Directors. mail ballots may be authorized by the Board of Directors in a manner determined by the Board.

13.2 Interpretation

the Board of Directors' interpretation of the Bylaws shall be considered the correct interpretation when reached by majority vote.

13.3 Procedure

One (1) Organizational Member may propose amendments to the Bylaws by submitting such in writing to the Council Secretary. The proposal shall be brought before the Board or Executive Committee at its next meeting. Any proposed amendment must be endorsed by at least one (1) member of the Board or Executive Committee. If the proposal is not so endorsed, it shall be returned to the proposer. An unendorsed amendment may be revised and/or resubmitted for action at a subsequent meeting.

13.4 Editorial Changes

The Secretary, with the unanimous approval of the Executive committee, shall have the authority to renumber, retitle, reorganize, and edit the Bylaws. No such changes shall alter the meaning or intent of the Bylaws as adopted.

13.5 Implementation

These Bylaws shall become effective immediately upon adoption

ARTICLE 14 - INDEMNIFICATION

Each Director, officer or employee of the Council, including heirs, executors and administrators of each Director, officer, or employee, shall be indemnified by the Council against all costs, expenses and amounts of liability therefor, including counsel fees, reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit, proceeding or claim to which he or she may be made a party, or in which he or she may be or become involved by reason of his or her acts of omission or commission, or alleged acts of omission or commission, as such Director, officer or employee, or, subject to the provisions hereof, any settlement thereof, whether or not he or she continues to be such Director, officer or employee at the time of incurring such costs, expenses or amounts, and whether or not the action or omission to act on the part of such Director, officer or employee which is the basis of such suit, action, proceeding or claim, occurs before or after the adoption of the Bylaws, provided that such indemnification shall not apply with respect to. any matter as to which such Director, officer or employee shall be finally adjudged in such action, suit or proceeding to have been individually guilty of negligence or misconduct in the performance of his or her duty as such Director, officer or employee, and provided, further, that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, action, proceeding claim, when, in the judgement of the Board of Directors of the Council, such settlement and reimbursement appear to be for the best interests of the Council. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such Director, officer or employee may be entitled under any insurance, agreement, resolution of the members of the Board of Directors or otherwise.

ARTICLE 15 - MISCELLANEOUS

15.1 Employees

The Council shall have such employees as the Board of Directors may determine appropriate and necessary. The Board of Directors shall, by resolution, determine or delegate to any Personnel Committee it may appoint pursuant to these Bylaws, the responsibility for determining the compensation, employee benefits, title, and responsibilities of any such employees.

15.2 Seal

The Board of Directors may, in its discretion, adopt a corporate seal.

Adopted by the Incorporating Board of Directors of the California Council of Geoscience organizations on March 8, 1998

Signatures: