NAME AND LOCATION
1.1. The name of this corporation, which is a nonprofit corporation organized under the Nonprofit Corporation Act of the State of Nevada, and, is The Virginia Range Wildlife Protection Association (hereinafter Corporation@).
1.2. The principal office of this Corporation shall be situated in the State of Nevada at such specific location as the Board of Directors shall determine from time to time. The Corporation may also have such other offices as the Board of Directors determines from time to time.
2.1. General Purpose. The Corporation is organized and operated for the following general purposes:
(a) Exclusively for charitable/educational /scientific purposes or other specific exempt purpose within the meaning of ’501(c) (3) of the Internal Revenue Code of 1986 (as amended) or the corresponding provision of any future United States internal revenue law, including for such purposes, the making of distributions to organizations which are recognized as exempt from tax under such ’501(c) (3).
(b) To exercise such of the rights, powers, duties and authority of a nonprofit corporation organized under the Nonprofit Corporation Act of the State of Nevada which are consistent with the preceding paragraph.
2.2. Specific Purposes. The specific purposes of the Corporation include, without limitation, the following:
(a) The Virginia Range Wildlife Protection Association is a volunteer nonprofit corporation organized to act on behalf of free-roaming horses and wildlife in the Virginia Range, Nevada. The Corporation engages in educational, scientific, developmental and range management activities, and on matters pertaining to the environment and the preservation of wildlife habitat.
3.1. Qualifications for Membership. The members of the Corporation shall consist of: 1) any individual, association or corporation that owns property in the Highlands. 2) Agree to abide by the
Bylaws of the Corporation as amended from time to time.
3.2. Classes of Members. The membership of the Corporation shall be divided into
five classes: (1) Regular Members, (2) Regular Members-Voting,
(3) Associate Members, (4) Corporate Members, (5) Affiliate Members.
(a) Regular Member. Regular members include any individual, association or corporation that owns property in the Highlands. Each piece of property may have only one designated Regular Member-Voting, and entitled to one vote per piece of property (See 3.2 (b).) i.e. a husband and wife owning property in the Highlands, both are Regular members but only one can be designated as the Regular Member-Voting.
(b) Regular Member -Voting. Regular Members-Voting includes any individual, association or corporation that owns property in the Highlands and has been designated as the Regular Member with voting privileges. To be a Regular Member-Voting they must apply for membership on a form approved by the Board of Directors. This form will show proof of ownership of property in the Highlands. Each piece of property may have only one designated regular member – voting and entitled to one vote per piece of property.
(c) Associate Member. Associate members include all members of the Corporation who are neither Regular members, Corporate members nor Affiliate members.
d) Corporate Member. Corporate members include all members of the Corporation who are business entities and/or an advocacy group with similar goals of the corporation. They are neither Regular members, Associate members nor Affiliate members.
(e) Affiliate Member. Include individuals who are currently pursuing a full time education or under 18 years of age or any senior citizen age 65 or over on a fixed income.
3.3. Voting Rights. Each Regular Member – Voting, in good standing shall be entitled to cast one vote with respect to the elections of officers. There shall not be any voting of members by proxy. Associate, Corporate and Affiliate members shall have no voting rights. Votes may be taken by voice, by a show of hands or by written ballot. Voting members shall have no right to cumulate their votes.
3.4. Membership Dues. All members shall pay annual membership dues to the Corporation in such amounts and in such manner as the Board of Directors determines from time to time. Each year the Board of Directors shall specify a date, and give all members prior notice on the Corporations’ Web page, when membership dues are due, and permit members to pay their dues at any time within ninety-one (91) days thereafter.
3.5. Meetings of Members. The annual meeting of the voting members shall be held in Storey County Nevada, in the month of February, to facilitate the filing of appropriate State of Nevada required forms in a timely manner, at time and date on of each year, or such other time as the
Board of Directors may fix in the notice of such meeting, at the principal place of business of the Corporation or in such other place as may be designated by the Board of Directors. Should the days herein fixed for the annual meeting fall upon a legal holiday, such meeting shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday.
At each annual meeting the directors of the Corporation shall then be elected, but if such meeting is not held or if directors are not elected thereat, they may be elected in any special meeting of the voting members held for that purpose.
Special meetings of the voting members for any purpose or purposes may be called at any time by the President or by a majority of the directors, or upon written petition by at least 30 percent (30%) of the Regular Members-Voting.
3.6. Notice of Meetings of Members. Notice of each regular and special meeting shall be posted on the corporations’ website. Such notices shall be posted not less than ten (10) and not more than sixty (60) days before each meeting, and shall specify the place, day, and hour of the meeting and shall state the general nature of the business to be considered in such meeting. The notice of the annual meeting shall designate it as such.
3.7. Quorum. The presence in person of a majority of the Board shall constitute a quorum. The members present in person at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the members present.
3.8. Termination of Membership. The membership of each member of the Corporation will terminate upon the member’s death, resignation, expulsion, or failure to pay dues as next described. Unless otherwise determined by the Board of Directors, each member’s membership will immediately terminate if his or her membership dues have not been paid within ninety-one (91) days after such member’s dues were due. Members terminated as a result of expulsion may not renew their membership in the Corporation without obtaining the affirmative vote of at least two-thirds of all the directors. Members terminated as a result of non-payment of dues may reactivate their membership in the Corporation within two years after such termination by the payment of all current and past due membership dues. Members terminated as a result of resignation or for non-payment of dues in excess of two years may renew their membership only by re-application for membership in the Corporation.
3.9. Suspension and Expulsion. Any member may be suspended or expelled from membership with or without cause upon the affirmative vote of at least two-thirds of all the directors if, in the discretion of the Board as indicated by such vote, such suspension or expulsion would be in the best interests of the Corporation. Nothing in these Bylaws shall be construed as granting to any member a continued membership or expectation of membership in the Corporation.
4.1. Powers. Subject to any limitations of the Articles of Incorporation, the Nevada Nonprofit Corporation Act or these Bylaws, all corporate powers shall be exercised by, or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:
(a) To appoint and remove all officers of the Corporation subject to such limitations as may appear in the Bylaws, and to prescribe such powers and duties for officers as may not be inconsistent with law, with the Articles of Incorporation, or the Bylaws.
(b) To conduct, manage and control the affairs of the Corporation, and to make such rules and regulations therefor, not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they may deem best.
(c) To designate any place for the holding of any membership meeting or Board of Directors meeting, to change the principal office of the Corporation for the transaction of its business from one location to another; to adopt make and use a corporate seal and to alter the form of such seal from time to time, as, in their judgment, they may deem best, provided such seal shall at all times comply with the provisions of law.
(d) To borrow money and incur indebtedness for the purpose of the Corporation and to cause to be executed and delivered therefor, in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt, and securities thereof.
(e) To manage in such manner as they may deem best, all funds and property, real and personal, received and acquired by the Corporation, and to distribute, loan or dispense the same or the income and profits therefrom. All disbursements from the Corporations’ Accounts shall require two (2) signatures of qualified Board members
(f) To create such trusts, foundations, and subsidiaries, as the Board of Directors shall deem necessary and to appoint the trustees, directors, or other governing officials of such legal entities.
4.2. Number of Directors. The number of directors constituting the entire Board shall be a minimum of Five (5) and a maximum of seven (7), as fixed by resolution of the Board. Subject to the foregoing, the number of directors may be determined from time to time by action of the Board of Directors, provided that any action by the Board of Directors to effect such increase above the maximum or decrease below the minimum shall require the vote of at least two-thirds of all directors then in office. No decrease in the number of directors shall shorten the term of any director then in office.
4.3. Qualifications for Office. Every director must be a Regular Member-Voting per 3.2(b) of these Bylaws and in good standing of this Corporation. Each director must be a U.S. citizen. Each director is to be selected for knowledge of the charitable needs of the community and shall serve without compensation except for reasonable expenses incurred for the Corporation. Directors appointed by the holder of any office or an officer or board of any other organization are to act in their own right and not as a representative of any interest or group. Each director shall be at least 18 years of age.
4.4. Election of Directors.
All directors shall be elected by the Regular Members – Voting of the Corporation.
The term of each director, upon being elected to office, shall begin immediately after the annual corporation meeting in February.
4.5. Term of Office. The regular term of office for each director shall be two (2) years, unless sooner terminated by death, incapacity, resignation or removal. Directors may be elected or appointed to no more than two (2) successive terms. A director who has served all or part (Less than 12 months) of two (2) successive terms shall be ineligible for reelection for one (1) year, unless no other candidates for the position have become known to the board, under these circumstances a current board member that has served two consecutive terms may seek election to the position on the board. All directors shall hold office until the expiration of the term for which each was elected, until a successor has been duly elected and qualified, or until the director’s prior resignation or removal as hereinafter provided.
4.6. Staggering of Terms. The terms of the directors shall be staggered. On even number years even numbered directors positions (2, 4 or 6 depending on a Board of 5 or 7) will be due for election and on odd number years, odd numbered directors will be due for election (1, 3,5 or 7 depending on Board of 5 or 7). In order to stagger the terms of the initial directors, the effective date for initial directors under these bylaws shall be 2010.
#1 Director, 2 year term starting in 2011, due for election in 2013
#3 Director, 2 year term starting in 2011, due for election in 2013
#5 Director, 2 year term starting in 2011, due for election in 2013
#7 Director, 2 year term starting in 2011, due for election in 2013
#2 Director, 2 year term starting in 2012, due for election in 2014
#4 Director, 2 year term starting in 2012, due for election in 2014
#6 Director, 2 year term starting in 2012, due for election in 2014
*See board resolution dated 4-26-2012
4.7. Nomination of Directors. Prior to the annual meeting of voting members, the Board of Directors may select a committee to present a list to the Board of Directors containing the names of eligible nominees as directors for the ensuing year. Said list shall contain the names of at least one eligible nominee to each vacancy. In case the Board of Directors fails, for any reason, to elect such a committee within the time specified, then the President may appoint such a committee. Nominations made by the committee for directors must be delivered to the Secretary at least sixty (60) days before the annual meeting of the voting members. The Secretary shall attach a list of nominees to the notification of the annual meeting of the voting members. If a committee is not appointed, or a list
from the committee is not provided 30 days in advance on the annual membership meeting, the board will accept nominations from the floor during the annual meeting.
4.8. Removal, Resignation. Any director may resign from office at any time by giving written notice thereof to an officer of the Corporation. Any director may be removed for cause.
Cause for removal exists (without limiting other causes for removal) whenever a director:
(a) fails to attend three (3) consecutive regular meetings of the Board of Directors, notwithstanding that he or she otherwise qualifies for office;
(b) is convicted of a felony;
(c) has committed a material breach of his or her fiduciary duty;
(d) has committed an act of moral turpitude; or
(e) ceases to be a member in good standing of the Corporation while in office as a director.
4.9. Existence of Vacancies. A vacancy in the Board of Directors exists in case of the happening of any of the following events:
(a) The death, incapacity, resignation, or removal of any director.
(b) The authorized number of directors is increased.
4.10. Filling of Vacancies. Any vacancy occurring on the Board of Directors may be filled by a vote of the majority of the remaining directors. A director so chosen shall serve for the balance of the unexpired term of the vacant office. If the Board of Directors accepts the resignation of a director, tendered to take effect at a future time, the Board may elect a successor to take office when the resignation becomes effective for the balance of the unexpired term of the resigning director. However, the Board has the power to fill or leave unfilled, until the next election, all vacancies occurring on the Board, including those created by an authorized increase in the number of directors. In the event that the Board decides not to fill a vacancy for a director whose office is subject to election by the voting membership, the President may call a special meeting of the voting members to elect such director. In the event that less than a quorum of the Board remains to fill vacancies, then in that event, a vote of one hundred percent of the remaining directors shall be required to fill any vacancy.
4.11. Place and Number of Meetings. Meetings of the Board of Directors shall be held at any place which has been designated from time to time by resolution of the Board or by written consent of all directors. In the absence of such designation, meetings shall be held at the principal office of the Corporation. The Board shall hold at least three (3) meetings each calendar year.
4.12. Annual and Special Meetings. During the month of Feburary of each year, the Board
of Directors shall hold an annual meeting for the purpose of filling vacancies on the Board and the election of officers. Other business may be transacted at the annual meeting if proper notice thereof is given. Special meetings of the Board of Directors for any purpose(s) may be called at any time by the President, or, if the President is absent, or unable or refuses to act, by one-third of the directors then in office.
4.13. Notice of Meetings. A regular meeting of the directors may be held without prior notice. Notice of the time and place of special meetings of the Board shall be given personally to the directors or sent by mail or other form of communication, charges prepaid, addressed to the director at their address as shown upon the records of the Corporation at least five (5) days in advance of such meeting. Such notice shall state the general nature of the business to be considered at the special meeting.
4.14. Quorum and Voting. A majority of the elected and qualified directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held, at which a quorum was present, shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation or by these Bylaws. Each director present shall be entitled to one (1) vote. Voting by proxy shall not be permitted.
A director may participate in any meeting of the directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this paragraph constitutes presence in person at the meeting.
The transactions of any meetings of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though they had a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
4.15. Presumption of Assent. A director who is present at any meeting of the directors, or a committee thereof of which the director is a member, at which action on a corporate matter is taken, is presumed to have assented to such action unless a dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the person acting as the secretary of the meeting before or promptly after the adjournment thereof. A director who is absent from a meeting of the Board, or a committee thereof of which the director is a member, at which any such action is taken is presumed to have concurred in the action unless the director files a dissent with the Secretary of the Corporation within a reasonable time after obtaining knowledge of the action.
4.16. Action By Unanimous Written Consent. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of directors, if authorized by writing signed individually or collectively by all directors. Such consent shall be filed with the regular minutes of the Board.
4.17. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.
5.1. Responsibility. All officers are subordinate and responsible to the Board of Directors.
5.2. Number and Selection. The Board of Directors shall appoint a President, a Secretary and a Treasurer, and may appoint one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as they may determine. Any two or more offices may be held by the same person except the offices of President, Secretary and Treasurer. The President and the Vice President, if any, must also be a director of the Corporation. Each officer shall hold office until a successor is elected and qualified, or until the officer’s resignation, death or removal. Vacancies in offices shall be filled by election by the Board of Directors at any time to serve unexpired terms.
5.3. Resignation and Removal. The resignation of any officer shall be tendered in writing to any other officer and shall be effective as of the date stated in the resignation. Any officer may be removed during their term by majority vote of the Board of Directors whenever, in their judgment, removal would serve the best interests of the Corporation. Such removal shall terminate all authority of the officer, except that any rights to compensation and other perquisites shall depend on the terms of the officer’s employment and the circumstances of removal.
5.4. President. The President shall be the chief executive and operating officer of the Corporation, and subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business affairs and property of the Corporation. The President shall preside at all meetings of the Board of Directors. The President shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws or the Board of Directors.
5.5. Vice President. At the request of the President, or in the President’s absence or disability, the Vice President shall perform all the duties of the President. When so acting, the Vice President shall have all of the powers of, and be subject to all the restrictions upon the President. The Vice President shall have such other duties and responsibilities and may exercise such other powers as from time to time may be assigned by the President or the Board of Directors or as may be provided in these Bylaws.
5.6. Secretary. The Secretary shall cause to be kept at the principal office of the Corporation, the Secretary’s principal place of business, or such other place as the Board of Directors may order, the official seal of the Corporation, and a book of minutes of all meetings of directors and members. [The Secretary shall keep a membership book containing names and addresses of each member, and the date upon which the membership ceased. The Secretary shall give the notices of the special meetings of the voting members as provided in these Bylaws.] The Secretary shall also maintain and protect a file of all official and legal documents of the Corporation. The Secretary shall perform
such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors or the Bylaws.
5.7. Treasurer. The Treasurer shall have custody of all Corporation funds; keep full and accurate accounts of all receipts and disbursements of the Corporation, an inventory of assets, and a record of the liabilities of the Corporation; deposit all money and other securities in such depositories as may be designated by the Board of Directors; disburse the funds of the Corporation as ordered by the President or the Board of Directors taking proper vouchers for disbursements; and prepare all statements and reports required by law, by the President or by the Board of Directors. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws, the Board of Directors, or the President. The Board of Directors or the President may delegate all or part of the authority and duties of the Treasurer to subordinate officers.
5.8. Annual Transition. To maintain Corporation continuity, officers whose terms of office have expired shall assure the orderly transition of authority to their successors before being relieved of their responsibilities. Similarly, officers whose terms of office have expired shall take all appropriate steps to substitute their successors on all of the Corporation’s financial accounts and signature cards.
ADMINISTRATION OF DONATIONS
6.1. Donations. All donations of any nature, unless designated for a specific purpose, shall be used for such purposes as the Board of Directors may direct; and in the absence of any direction by the Board, such may be used for the general purposes of the Corporation. Donations include bequests and devises of deceased persons. At the discretion of the Board of Directors, the Corporation may raise revenues through fund-raising activities and donations. The Board of Directors has the right to refuse any donation made or offered to the Corporation with or without cause in its sole discretion.
6.2. All Donations Subject to these Bylaws. Donors may make donations to or for the use of the Corporation by naming or otherwise identifying the Corporation in the gift transfer instrument. Each donor by making a donation to or for the use of the Corporation accepts and agrees to all the terms of these Bylaws. Further, each donor specifically provides that any fund created as a result of such donation shall be subject to the provisions in these Bylaws relating to the presumption of donor’s intent, the variance from donor’s directions, for amendments and dissolution, and to all other terms of these Bylaws as amended from time to time.
6.3. Segregation of Funds. No donation shall be required to be separately invested or held unless the donor so directs, or it is necessary in order to follow any other direction by the donor as to purpose, investment or administration, or in order to prevent tax disqualification, or is required by law. However, the Board may segregate any fund whenever convenient or useful as determined by the Board in its sole discretion. Directions for naming a fund as a memorial or otherwise may be
satisfied by keeping under such name internal bookkeeping accounts reflecting appropriately the interest of such fund in each common investment.
6.4. Improper Donor Directions. If any direction by the donor, however expressed, would, if followed, result in the use of any donation or fund contrary to the charitable purposes of the Corporation, or if the Board is advised by counsel that there is a substantial risk of such result, the direction shall not be followed, but shall be varied by the Board so far as necessary to avoid such result, except that if a donor has clearly stated that compliance with the direction is a condition of such donation, then the donation shall not be accepted in case of such advice unless an appropriate judicial or administrative body first determines that the condition and direction need not be followed. Reasonable charges and expenses of counsel for such advice and proceedings shall be proper expenses of administration.
6.5. Changed Circumstances. Whenever the Board of Directors decides that conditions or circumstances are such or have so changed since a direction by the donor as to purpose, or as to manner of distribution or use, that literal compliance with the direction is unnecessary, undesirable, impractical or impossible, or the direction is not consistent with the Corporation’s charitable purposes, it may, by affirmative vote of two-thirds of the directors, order such variance from the direction and such application of the whole or any part of the principal or income of the fund to other charitable purposes, as in its judgment will then more effectively serve such needs. Similarly, whenever the Board decides that a donor’s directions as to investment or administration have because of changed circumstances or conditions or experience proved impractical or unreasonably onerous, and impedes effectual serving of such needs, the Board may likewise order a variance from such directions to the extent in its judgment is necessary.
6.6. Charitable Trusts. If a donation is made to the Corporation by means of any charitable trust or charitable trust instrument, the payments to or for the use of the Corporation shall be regarded as
P.O. Box 536
Virginia City, NV 89440