Bylaws

   Coarsegold Gold Prospectors

A Non Profit Organization
Established May 8, 1997

BY-LAWS

ARTICLE I
NAME

Name
The name of this corporation shall be the COARSEGOLD GOLD PROSPECTORS. The business of the corporation may be conducted as the COARSEGOLD GOLD PROSPECTORS.

ARTICLE II
PURPOSES AND POWERS

2.01 Purpose
COARSEGOLD GOLD PROSPECTORS is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
COARSEGOLD GOLD PROSPECTORS purpose is to provide education about prospecting and protecting the rights given under Mining Law of 1872. To serve as a platform for the exchange of ideas and information about prospecting and how to obtain the most enjoyment and success from prospecting in our area.
We will provide education by giving free lectures and demonstrations on how to pan for gold at public events throughout Central California as well as utilizing social media channels and the corporation’s website to provide facts, statistics and other related data.

2.02 Powers
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.

2.03 Nonprofit Status and Exempt Activities Limitation.
(a) Nonprofit Legal Status. COARSEGOLD GOLD PROSPECTORS is a California non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.

(b) Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.

(c) Distribution Upon Dissolution. Upon termination or dissolution of the COARSEGOLD GOLD PROSPECTORS, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

The organization to receive the assets of the COARSEGOLD GOLD PROSPECTORS hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the COARSEGOLD GOLD PROSPECTORS, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of California.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the

COARSEGOLD GOLD PROSPECTORS, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of California to be added to the general fund.

ARTICLE III
MEMBERSHIP

3.01 Member

The corporation shall have members who have a right to vote or title or interest in or to the corporation, its properties and franchises.

The corporation’s general membership shall be the final authority in all decisions and a simple majority of those members present at the general membership meeting shall be sufficient to make binding decisions except where other requirements are provided in the either the Constitution or By-Laws.

3.02 Duties of Members

All active members shall cooperate in all activities of the corporation.

Code of Conduct:

All members shall conduct themselves in a spirit of cooperation and proper decorum with respect for others and the rules applicable to all mining claims. Members shall assume responsibility for their children and/or guests conduct at all times.
All complaints of misconduct by members, their children and/or guests shall be referred to the President of the corporation. The President shall present all complaints to the attention of the Board of Directors for discussion or investigation as necessary.
The decision of the Board of Directors after discussion or investigation of the complaints shall be final.

3.03 Dues
Annual dues shall be $35 per person or family which includes two (2) adults and children under eighteen years of age.
Changes in the amount of the annual dues shall be proposed by the Board of Directors, published in a newsletter, or posted to the corporation’s website, to all members no later than November and approved by a two-thirds (2/3) majority of those members voting in the December meeting with the changes, if any, effective January 1st.

Changes may not be retroactive to dues already paid for the past year.
Lifetime memberships in existence on September 1, 1996 may not be changed or charged additional fees, unless it is an assessment on all the members.

Special assessments may be approved by two-thirds (2/3) vote of the general membership, applicable to all members including paid lifetime members.

Special assessments should only be considered for specific situations such as claim purchases and the like.

ARTICLE IV
BOARD OF DIRECTORS

4.01 Number of Directors
There shall be a Board of Directors consisting of the Executive Board and one Director (member-at-large) for every fifty (50) members of the Association.
(a)The Executive Board consists of the President (who serves as chairperson of the Board), Vice-President, Secretary and Treasurer.
(b)The President only votes to break ties.

Any member shall be eligible to hold an elected office after six (6) months of active membership prior to taking office.

4.02 Powers
All corporate powers shall be exercised by or under the authority of the Board and the affairs of the COARSEGOLD GOLD PROSPECTORS shall be managed under the direction of the Board, except as otherwise provided by law.

4.03 Terms
The elected officers of the Corporation shall be the President, Vice-President, Secretary and Treasurer. Each shall serve for one (1) year terms unless re-elected.
                The President may not serve more than two (2) consecutive full one- year terms. This rule may be waived if there are no members wishing to hold this position, the current elected President is willing to serve another term and the general membership approves by quorum at the December elections meeting.
            Directors are members-at-large. There will be one (1) Director for every fifty (50) members of the association.
(1) Initially, Directors will be elected as follows:

One (1) Director to serve a one (1) year term.
One (1) Director to serve a two (2) year term.
One (1) Director to serve a three (3) year term.
One (1) Director to serve a four (4) year term.

Subsequently, each year one (1) Director will be elected to serve a four (4) year term.
Directors may be re-elected to serve additional terms.

Elections of the Officers and the Directors shall be held annually at the regular December membership meeting and take over office the first of January of the following year.

Nominations will be accepted at both the November and December meetings.

                                    Directors may serve terms in succession.
The term of office shall be considered to begin January 1 and end December 31.

4.04 Qualifications and Election of Directors

In order to be eligible to serve as a director on the Board of Directors, the individual must be 18 years of age and an affiliate within affiliate classifications created by the Board of Directors. Directors may be elected at any Board meeting by the majority vote of the existing Board of Directors. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.

4.05 Vacancies

            The Board of Directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these By-Laws. Vacancies occurring prior to the annual election shall be filled by election at the next general meeting, following the date of the vacancy. A vacancy can occur by resignation, or by failure to attend three (3) scheduled Board of Directors meetings without prior notice of their intention to be absent and for good reasons. In case of an excused absence, proxies may be given by the absent member in writing to any other member of the Board of Directors. Resignation must be in writing and acted upon by the Board at the earliest possible time.

(a)        Unexpected Vacancies. Vacancies in the Board of Directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced and approved by general membership by a two-thirds (2/3) vote of members present at a general membership meeting.

4.06 Removal of Directors
A director may be removed by two-thirds (⅔) vote of the board of directors then in office, if:

(a)   the director is absent and unexcused from three or more meetings of the Board of Directors in a twelve- month period. The Board President is empowered to excuse directors from attendance for a reason deemed adequate by the Board President. The President shall not have the power to excuse him/herself from the Board meeting attendance and in that case, the board Vice-President shall excuse the President. Or:

(b)   for cause or no cause, if before any meeting of the Board at which a vote on removal will be made the director in question is given electronic or written notification of the Board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the Board.

4.07 Board of Directors Meetings.

A general meeting, Board of Directors meeting and an outing/function shall be scheduled and held monthly.
Closed sessions of the Board of Directors may be held only for grievance and disciplinary matters. These closed sessions may occur before or after a regularly scheduled Board of Directors meeting or in a special Board of Directors meeting. Detailed minutes of closed sessions will still be kept, but published minutes will note only the date, time, Board members present, a brief synopsis of the subject and any Board actions.
Special meetings of the Board of Directors may be called by the President, the Vice-President or any three (3) members-at-large.
All members of the Board of Directors, any committee chairperson affected by the subject of the meeting and any affected members (in a grievance of disciplinary matter) must be notified preferably in writing at least three (3) days before the date of the meeting.
Only a single subject or matter may be covered at any special Board meeting.
A quorum of three-fourths (3/4) of the seated members of the Executive Board is required to transact club business at a special meeting.
Minutes will be read at the next regular scheduled Board of Directors and general membership meetings.
The annual corporate meeting will be the December general membership meeting.
A majority vote of members present at a monthly general membership meeting shall be sufficient to transact all business except as herein otherwise specified.
A quorum of half of the seated Executive Board members shall be required to hold a regularly scheduled Board meeting for transaction of legal business.
Guests are welcome at any corporation meeting and may attend functions on the corporation claims, two (2) times without becoming a member. Exceptions may be made by the Board upon written request to the Board. The Board may take action whenever this guest policy is abused.

4.08 Manner of Acting.

(a) Quorum. A quorum of half of the seated Executive Board of Directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board. No business shall be considered by the Board at any meeting at which a quorum is not present.

(b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

(C) Hung Board Decisions. On the occasion that directors of the Board are unable to make a decision based on a tied number of votes, the President or Treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.

(d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

4.09 Compensation for Board Service
Directors shall receive no compensation for carrying out their duties as directors. The Board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend Board meetings.

4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the Board Conflict of Interest Policy and State law.

ARTICLE V
COMMITTEES

5.01 Committees
The Board of Directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:

take any final action on matters which also requires board members’ approval or approval of a majority of all members;
fill vacancies on the board of directors of in any committee which has the authority of the Board;
amend or repeal Bylaws or adopt new Bylaws;
amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repeal able;
appoint any other committees of the Board of Directors or the members of these committees;
expend corporate funds to support a nominee for director; or
approve any transaction;
to which the corporation is a party and one or more directors have a material financial interest; or
between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
The President may appoint committee chairpersons for any committees deemed necessary for the length of his/her term and approved by vote of the Board of Directors.

Committee chairpersons are non-voting advisory members of the Board of Directors. Members of the Board of Directors may serve on committees including being chairperson, but these duties are distinct and separate from the Board.

Committee reports are made directly to the general membership at regular membership meetings.
All outgoing officers will be non-voting advisory members of the Executive Board if so desired.

Meetings and Action of Committees

The general membership meeting will be held on the last Saturday of every month starting at 10:00 a.m. unless otherwise scheduled.
The general membership meetings will be held in a location determined by a committee so appointed by the President of the corporation.
Sufficient and adequate notice as to the location of the meeting places shall be given to all members.
The monthly meeting may be held during a prospecting outing set by the corporation with sufficient notice to all members.

Informal Action By The Board of Directors

Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use email to approve actions, as long as a quorum of board members gives consent.

General Rules and Regulations

In any question of procedure, “ROBERTS RULES OF ORDER” shall dictate the proper procedure in the absence of specific guidance contained in the corporation’s Constitution and By-Laws. The corporation’s general membership shall be the final authority in all decisions and a simple majority of those members present at the general meeting is sufficient to make binding decisions except where other requirements are provided in either the Constitution or By-Laws. No member shall be permitted to use the corporation as a market place for wares and services without first obtaining permission of the Board. This provision does not include paid commercial advertisement in a corporation newsletter, bulletin or website.

Claims

Claims and property owned by the corporation cannot be sold, traded, released or left to any estate or organization without the express written permission of the corporation’s Board of Directors. Members names on all property and claims are for contact purposes only and in no way indicate possession or right to property.
In compliance with U. S. Forest Service rules, no member shall stay more than fourteen (14) days on any corporation claim. All holes will be filled in and no current waterway banks will be dug away or undermined. All work and camping areas will be cleaned before leaving. (If you brought it in, take it out).
All members must have all the appropriate paperwork with them that may be required by Federal, State, Local and corporation rules or policies in order to prospect on claims. If dredging is ever allowed in California the following rules will apply while on corporation claims:

No engine powered excavation equipment (Backhoe, etc.) or machinery will be allowed.
All engines and/or generators MUST have spark arresters.
When power sluicing, the discharge water must go to a settling pond a minimum of ten feet from the waterway.
All dredging must be done within the existing water line.
The limit on dredge size is a four (4) inch permanently affixed ring to the suction nozzle. This is the maximum size dredge allowed on all corporation claims or property. The only exception to this rule must be approved by the Board and must specifically identify the claim and the allowed dredge size, not to exceed six (6) inches.
Engine size or combinations are not to exceed thirteen (13) hp.
A minimum of twenty (20) feet between dredges shall be maintained at all times unless permission is granted from the upstream dredge to be closer.
There will be no smoking out (Mudding the water) of fellow dredgers. The zero-visibility created by this action creates safety hazards for all down-stream dredgers.
Cost of research and attendant fees on claims obtained for the corporation shall be reimbursed upon presentation of receipts and approval of the Board.

ARTICLE VI
OFFICERS

6.01 Board Officers
The officers of the corporation shall be a board president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the Board of Directors. Each Board officer shall have the authority and shall perform the duties set forth in these By-Laws or by resolution of the Board or by direction of an officer authorized by the Board to prescribe the duties and authority of other officers. The Board may also appoint additional Vice-Presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the Board of Directors may determine. One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required. Officers shall supervise the business affairs, enforce the Constitution and By-Laws, appoint committees whenever deemed necessary, and attend all scheduled and special meetings unless excused.

6.02 Term of Office
Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the Board at the end of his/her three (3) year terms or to fill a vacancy in an officer position, each Board officer’s term of office shall begin upon the adjournment of the Board meeting at which elected and shall end upon the adjournment of the Board meeting during which a successor is elected.
6.03 Removal and Resignation
The Board of Directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.

6.04 Board President
The Board President shall be the chief volunteer officer of the corporation. The Board President shall lead the Board of Directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the Board of Directors, and shall perform all other duties incident to the office or properly required by the Board of Directors. It shall be the duty of the President to:

Preside at all general meetings and meetings of the Board.
Call special meetings when necessary in accordance with these By-Laws and Constitution.
Be an ex-officio member of all committees.
May appoint committee chairpersons for any committees deemed necessary, such as Editor and Parliamentarian, for the length of his term and approved by vote of the Board of Directors and general membership.
NOT make or second any motion or amendment, enter into debate or discussion, or vote on any question or amendment while being the presiding officer unless the vote is equally divided at which time the President will cast the deciding vote. The President may “pass the gavel” to the next senior officer for the duration of any single issue, during which time he/she is equal with any member at large. These restrictions apply to any temporary presiding officer while serving as the presiding officer.
When necessary, the President shall act as spokesperson for the corporation and shall perform such other duties as are customary to the office.

6.05 Vice President
In the absence or disability of the Board President, the ranking Vice-President or Vice-President designated by the Board of Directors shall perform the duties of the Board President. When so acting, the Vice-President shall have all the powers of and be subject to all the restrictions upon the Board President. The Vice-President shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the Board President. The Vice-President shall normally accede to the office of Board President upon the completion of the Board President’s term of office. In the absence of the Secretary, the Vice-President shall be responsible to ensure those duties are fulfilled, and if necessary, by the temporary appointment of a substitute. Unless the following duties are given to another officer by the President, the Vice-President shall ensure the safe storage of official corporation documents, to include but not limited to:

Original Incorporation paperwork.
Copies of all corporate tax filings and records
Original copies of quitclaim deeds and location notices on claims belonging to the Corporation
Maintaining an accurate inventory of all association equipment, property and assets, including storage locations.
Ensure a certified copy of any amended Articles of Incorporation are filed with the State of California, Secretary of State, State Office of Corporations, within thirty (30) days of its adoption and publication.

6.06 Secretary

The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The Secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Board President. The Secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the Secretary. In the absence of an appointed or standing Editor, ensure the corporations newsletter and special bulletins are published as necessary.

6.07 Treasurer

The Treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The Treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the Treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the Board of Directors on a timely basis or as may be required by the Board of Directors. The Treasurer shall perform all duties properly required by the Board of Directors or the Board President. The Treasurer may appoint, with approval of the Board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the Treasurer. It shall be the duty of the Treasurer to:

Receive all dues and monies
Disburse monies when authorized by the Board or the general membership, and keep a full and accurate account of such transactions. The corporation’s books and accounts are subject to review at all Board meetings and an examination/audit at any Board meeting with prior notice.
Transfer funds between the corporation accounts as necessary for the benefit of the corporation and to meet the corporation’s expenditures.
Provide a monthly financial report to the general membership at the monthly membership meetings. A summary report may be submitted for the corporation’s quarterly newsletter
Complete and file all necessary tax documents with any tax due.
Serve as chairperson of a budget committee and ex-officio member of the Audit Committee.
Maintain copies of all membership applications and associated documents.

6.08 Finances and Assets
Budget

The annual budget committee, chaired by the Treasurer and consisting of a minimum of four (4) other members shall be established in October of every year to set the budget, if necessary for the coming year.
The proposed budget will be revised by the Board and presented to the general membership for approval at the December meeting.
Subject to Board approval, budgeted expenses/expenditures will be paid by check upon presentation of a receipt or a hand written signed accounting. Except for a refundable deposit toward the purchase of a claim, non-budgeted items over $50 and all budgeted items that exceed their budget by $75 shall be approved by the membership at a regular general meeting before payment. The Board of Directors may approve amounts under this amount, such as costs for monthly bulletin mailings.

The individuals authorized to sign checks shall be the President and Treasurer. The following items may be purchased from the general corporation’s account:

Refreshments for each meeting.
Postage fees for correspondence and mailings of newsletter.
Toll calls officially incurred in the transaction of corporation business
Payment for Post Office box.
Rental charges for meeting room.
Other items as approved by the Board of Directors or the general membership.

Post office Box control of keys

A minimum of two keys are required and a maximum of three keys will be permitted
One key should be maintained by the President and the other by the Secretary or Treasurer.
When distance, job limitations, travel time or other considerations make it desirable, the President may select another member of the Board to maintain the Post Office Box key and pick up the mail.

6.08 Non-Director Officers

The Board of Directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation. In the event of an appointment of a PARLIAMENTARIAN, it shall be that person’s duty to:

Advise the President and other Officers, committees and the general membership, of parliamentary procedures in accordance to “ROBERTS RULES OF ORDER,” the corporation’s Constitution and By-Laws.
Assist with amending and revising the Constitution and By-Laws.

ARTICLE VII
CONTRACTS, CHECKS, LOANS,
INDEMNIFICATION AND RELATED MATTERS

7.01 Contracts and other Writings

Except as otherwise provided by resolution of the Board or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the Treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the Board.

7.02 Checks, Drafts

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

7.03 Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the Board or a designated committee of the Board may select.

7.04 Loans

No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.

7.05 Indemnification

(a) Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.

(b) Permissible Indemnification. The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.

(c) Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.

(d) Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with CALIFORNIA Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.

ARTICLE VIII
MISCELLANEOUS

8.01 Books and Records
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board of Directors, a record of all actions taken by Board of Directors without a meeting, and a record of all actions taken by committees of the Board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.

8.02 Fiscal Year
The fiscal year of the corporation shall be from January 1 to December 31 of each year.

8.03 Conflict of Interest
The Board shall adopt and periodically review a conflict of interest policy to protect the corporation's interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.

8.04 Nondiscrimination Policy

The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of Coarsegold Gold Prospectors not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

8.05 Bylaw Amendment
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the board of directors then in office at a meeting of the Board, provided, however,

that no amendment shall be made to these By-Laws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
These By-Laws shall be amendable at any time by two-thirds (2/3) of the member present at any regular meeting, provided the proposed change(s) have required the rewrite of the By-Laws for inclusion of the amendments and/or changes and the rewrite has been published in a special bulletin, or posted on the corporation’s website. Amendments may be made prior to a rewrite of the By-Laws under the following guidelines:

Amendments may not exceed ten (10) before a rewrite of the By-Laws are required.
Amendments shall be listed numerically and list the date of approval, Article section and/or sub-section where the changes are applicable. Copies of the approved amendments shall be kept by the President and the Secretary pending the required rewrite.
Amendments once approved by the Board will require only one notification to the general membership in a newsletter, special bulletin, or posted on the corporation’s website prior to the vote by the general membership at a regularly scheduled meeting.

Changes in the By-Laws may be proposed by the Board, by any member in good standing, in writing to the Board, or by any member in the form of a motion at a general membership meeting.
A committee, consisting of the appointed Parliamentarian and/or the Board of Directors will review these By-Laws annually.

ARTICLE IX
COUNTERTERRORISM AND DUE DILIGENCE POLICY

In furtherance of its exemption by contributions to other organizations, domestic or foreign, COARSEGOLD GOLD PROSPECTORS shall stipulate how the funds will be used and shall require the recipient to provide the corporation with detailed records and financial proof of how the funds were utilized.

Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US. Based Charities” is not mandatory, COARSEGOLD GOLD PROSPECTORS willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.

COARSEGOLD GOLD PROSPECTORS shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.

ARTICLE X
DOCUMENT RETENTION POLICY

10.01 Purpose

The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of COARSEGOLD GOLD PROSPECTORS records.

10.02 Policy

Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.

From time to time, COARSEGOLD GOLD PROSPECTORS may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.

Section 2. Exception for Litigation Relevant Documents. COARSEGOLD GOLD PROSPECTORS expects all officers, directors, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the COARSEGOLD GOLD PROSPECTORS informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.

Section 3. Minimum Retention Periods for Specific Categories

(a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.
(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
(c) Employment Records/Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes. The corporation should also keep in the employee's personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.
(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation.
(e) Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.
(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
(g) Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.
(h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:
(i) derives independent economic value from the secrecy of the information; and
(ii) has taken affirmative steps to keep the information confidential.
The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.
(i) Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.
Section 4. Electronic Mail. E-mail that needs to be saved should be either:

(i) printed in hard copy and kept in the appropriate file; or
(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.

ARTICLE XI
Transparency and Accountability
Disclosure of Financial Information with the General Public

11.01 Purpose

By making full and accurate information about its mission, activities, finances, and governance publicly available, COARSEGOLD GOLD PROSPECTORS practices and encourages transparency and accountability to the general public. This policy will:

indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public
indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public
specify the procedures whereby the open/closed status of documents and materials can be altered.

The details of this policy are as follow:

Financial and IRS documents (The form 1023 and the form 990)

COARSEGOLD GOLD PROSPECTORS shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.

Means and Conditions of Disclosure

COARSEGOLD GOLD PROSPECTORS shall make “Widely Available” the aforementioned documents on its internet website: www.coarsegoldprospectors.com to be viewed and inspected by the general public.

The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).

The website shall clearly inform readers that the document is available and provide instructions for downloading it.

COARSEGOLD GOLD PROSPECTORS shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).

COARSEGOLD GOLD PROSPECTORS shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.

11.04 IRS Annual Information Returns (Form 990)

COARSEGOLD GOLD PROSPECTORS shall submit the Form 990 to its board of directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the board of director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.

11.05 Board

All Board deliberations shall be open to the public except where the Board passes a motion to make any specific portion confidential.
All Board minutes shall be open to the public once accepted by the board, except where the Board passes a motion to make any specific portion confidential.
All papers and materials considered by the Board shall be open to the public following the meeting at which they are considered, except where the Board passes a motion to make any specific paper or material confidential.

11.06 Staff Records

All staff records shall be available for consultation by the staff member concerned or by their legal representatives.
No staff records shall be made available to any person outside the corporation except the authorized governmental agencies.
Within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that
Staff records shall be made available to the Board when requested.

11.07 Donor Records

All donor records shall be available for consultation by the members and donors concerned or by their legal representatives.
No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.
Within the corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that ;
donor records shall be made available to the Board when requested.

ARTICLE XII
CODES OF ETHICS AND WHISTLEBLOWER POLICY

12.01 Purpose
COARSEGOLD GOLD PROSPECTORS requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of COARSEGOLD GOLD PROSPECTORS to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
12.02 Reporting Violations
If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of COARSEGOLD GOLD PROSPECTORS is in violation of law, a written complaint must be filed by that person with the Vice President or the Board President.
12.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.
12.04 Retaliation
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of COARSEGOLD GOLD PROSPECTORS and provides the COARSEGOLD GOLD PROSPECTORS with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.
COARSEGOLD GOLD PROSPECTORS shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of COARSEGOLD GOLD PROSPECTORS or of another individual or entity with whom COARSEGOLD GOLD PROSPECTORS has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.

COARSEGOLD GOLD PROSPECTORS shall not retaliate against any director, officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of COARSEGOLD GOLD PROSPECTORS that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
12.05 Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
12.06 Handling of Reported Violations
The Board President or Vice President shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.
This policy shall be made available to all directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.

ARTICLE XIII
AMENDMENT OF Articles of Incorporation

13.01 Amendment
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the Board of Directors and general membership

CERTIFICATE OF ADOPTION OF BYLAWS

I do hereby certify that the above stated Bylaws of COARSEGOLD GOLD PROSPECTORS were approved by the COARSEGOLD GOLD PROSPECTORS Board of Directors on XX, XX, 20XX and constitute a complete copy of the Bylaws of the corporation.

_____________________________
Leslie Eidsness, Secretary

Date: ________________________