Fort Ross Conservancy

“Summary of proposed amendments to Fort Ross Conservancy Bylaws November 2019The following are brief summaries of the amendments proposed by the board of directors to the currentbylaws:1. Words not proper nouns that were previously capitalized are no longer capitalized.2. Cross references no longer required because of prior changes to the bylaws have been deleted (seeArticle V, sections 2 or 3 and Article XIV, section 1).3. Article V, section 5.b has been clarified: only one board committee will be established to examinemore than one member-proposed resolution, even if more than one member submits such aresolution.4. The board of directors will be allowed until 30, not 90, days before a members meeting to vote on amember-proposed resolution to submit a resolution and explanatory materials to such meeting (seeArticle V, section 5.e).5. The members right in Article V, section 7.c to vote on amendments to bylaws will be limited toamendments affecting members rights.6. The definition of an interested person in Article VI, section 2 has been replaced with a referenceto the definition in section 5227(b) of the California Corporations Code.7. The notice of a special meeting that must be given pursuant to Article VII, section 6 has beenclarified. It may be given by first-class mail no fewer than four days before the meeting, or bypersonal spoken or electronic communication, including a voice messaging system or electronictransmission, no fewer than 48 hours prior to the meeting.8. The Executive Committee, established in Article VII, section 8, has been deleted. The board mayestablish such committees as it chooses.9. A chairman of the board has been added to the list of officers of the corporation. California lawrequires that California corporations have a chairman of the board or a president. The change allowsthe corporation to leave the office of president vacant while having a chief executive officer andchairman of the board.10. The changes in Article VIII, section 5 clarify that officers of the corporation have the responsibilitiesassigned by the board.11. The change in Article XI corrects the reference to the California Corporations Code. The addition ofthe proviso at the end of section 2 precludes directors from voting to approve indemnification ofthemselves.12. The change in Article XIII eliminates an inconsistency between the procedures for dissolving thecorporation prescribed in the Internal Revenue Code and the corporation's articles of incorporation,in favor of the latter.”

“The 990 is forwarded to board members for their individual review prior to submitting. Board members are encouraged to ask questions of the board treasurer and Chief Financial Officer. All board members are asked to submit a statement that they have reviewed the 990.”

“1. Board will disclose their involvement with other organizations and vendors or any other associations which might produce a conflict. 2. Board will annually sign a full disclosure and conflict of interest. 3. Board will immediately disclose and recuse themselves from all discussions and decisions on which they have a material conflict. 4. Any employee who wishes to engage in any paid activity in any field directly related to the work of FRC must have prior approval from the CEO.”

“During budget development, the board reviewed the CEO salary and determined that it was well below market.”

“On the organization's website.”

“OTHER PROGRAM SERVICES 4: FRC supports California State Parks in maintaining the cultural resources at our parks. We steward 9,400 acres from intertidal habitat to redwood groves; preserve 15 historic buildings and cultural features, staff two visitor centers, research and write books, pamphlets and interpretive panels, and engage over 300,000 visitors annually.”