Central Valley Prospectors (CVP) ARTICLES OF INCORPORATION

Amended and Adopted in May 2016

Article I: Formation/Name

The Articles of Incorporation of the undersigned, all of who are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of Section 501(c)(3) of Internal Revenue Code, do hereby certify the following Articles. The name of the organization is and shall be known as the "Central Valley Prospectors," a nonprofit corporation, Incorporated in the State of California, sometimes referred to herein as the "CVP" or "the Corporation." The CVP is recognized by the Gold Prospectors Association of America (GPAA), Temecula, California, as an authorized Chapter of GPAA representing all communities within the local commuting area of the Central San Joaquin Valley. For purpose of common understanding and discussion, these Articles of Incorporation may also be referred to as "Bylaws."

Article II :Corporation Office

The principal mailing address of the Corporation shall be P.O. Box 25851, Fresno, California, 93729-5851 located in the County of Fresno, State of California. The Corporation may have such other offices, either within or without the State of California, as the Board of Directors may determine from time to time.

Article III:Purpose

The Corporation's purpose is to provide education and increased public awareness, for both members and any other persons interested, in learning ecologically sound: prospecting, small mining, and treasure hunting, for adults, families, and their children. This includes training and instruction on locating, identification and legal removal of minerals, caches, artifacts, and other treasures while keeping in mind the preservation of the environment as well as wild habitat.

Membership is open to all.

The above shall be accomplished through lectures, demonstrations, and hands on training at meetings, outings, or any other settings deemed appropriate by the Board of Directors and the General Membership. The Corporation, as a non-profit entity, shall not be empowered to engage directly or indirectly in any activity, including distribution of its assets upon dissolution, which would invalidate its status as an organization exempt from Federal Income Taxation under Sections 501 (a) and 501 (c) (3) of the Code. All references to the Code contained herein are deemed to include corresponding provisions of any future United States Internal Revenue Service Law.

Article IV : Members

Section 1. Membership, Voting, and Ballots

1. Membership is open to all. Applicants for membership in the CVP are required to complete and sign a “New Membership Application” and a “Release and Wavier of Liability” statement. Both of these documents are available on the CVP web site located at www.cvprospectors.org. If the applicant does not have web site access, the above forms are available from the CVP Membership Director. The completed forms must be signed and presented to the Membership Director for further review and processing before membership is complete.
2. Both spouses must complete and/or sign a “New Membership Application” and the “Release and Waiver of Liability” in order to become members and to vote as indicated in Paragraph D below.
3. After reviewing the above documents, the Membership Director shall complete the new membership by processing all applications following the procedures for new members incorporated into the CVP By-Laws.
4. All members of CVP listed in the CVP “Membership Directory” in good standing within the CVP and have reached the legal voting age of eighteen years (18) as recognized in the State of California, shall have a right to vote on any matter coming before the General Membership for a vote including the election of Officers.
5. Ballots: If there are no opponents for the elected position(s) being voted upon, no written ballot is required and the vote may be taken by a show of hands at the General Membership Meeting. If there is at least one opponent for an elected position(s) being voted upon, the vote must be taken by use of a printed ballot. All persons running for elected positions must be listed on the printed ballot. Write-in candidates will be allowed however the person whose name is being written in has the exclusive right to accept or reject the write-in candidacy.

Section 2. Distribution of this Publication:

A copy of these Bylaws and any other pertinent Rules or Procedures shall be posted on the web site and a copy shall be available at the General Membership Meeting.

Section 3. Voting Rights:

Each Member in good standing shall be entitled to one vote on each matter submitted for a vote of the Membership including the right to vote for "Elected Officer Positions."

UPDATED LANGUAGE

This courtesy is only for a member that will be out of the area and unable to attend the general meeting in person. The Member in question will make contact with the Secretary noting their unavailability to attend a voting general meeting. The Member will then send their one vote by mail and will write Ballot on the outside of the envelope to the established CVP P.O. Box. On the morning of the election, a Club designee will retrieve the mailed in ballots from the PO Box. Any mailed in ballots delivered to the PO Box after the designees pickup shall not be counted and returned to the Member Un-Opened. The Designee will maintain full control of the mailed in ballots and delivery them directly to the Sergeant at Arms which in turn will maintain and deliver said ballots to the election count table unopened.

Section 4. Termination or Suspension of Membership for Cause:

1. The Board of Directors, by an affirmative vote of two-thirds (2/3) of all members of the Board, may suspend or expel a member of the Corporation for cause after an appropriate hearing before the Board. The term "for cause" shall include:
1. The member's arrest or conviction for a felony.
2. Failure to adhere to meeting rules or orderly directions from CVP Officers.
3. Acts of reckless endangerment or disregard for Member safety.
4. Repeated failure to perform commitments made to the Corporation.
5. ineligible for indemnification if required by the Board.
6. Member conduct which constitutes a conflict of interest with CVP.
2. No termination or suspension of membership for cause shall be effective unless:
1. The member is given a 30-day written notice of proposed termination or suspension of membership and of reasons therefore:
2. Such notice is delivered personally or by first class mail sent to the last address of record of the member shown on the Corporation's membership roster.
3. Such notice sets forth a procedure determined by the Board of Directors or committee selected for that purpose by the Board whereby the member will be given the opportunity to be heard by such body, either orally or in writing, not less than five (5) days before the effective date of the proposed termination or suspension.

Section 5. Termination of Membership for Lack of Attendance:

Any member who misses three successive meetings may be removed from the CVP membership rolls due to inactivity. However, any member may have absences excused due to health reasons or other extraordinary circumstances by contacting the Membership Director or any other Board Member in advance and request forbearance for such lack of attendance. Prior to removing any member from the rolls, the Membership Coordinator or other assigned Officers shall attempt to make telephone and or E-mail contact to the member for the purpose of notification or to solicit a request for forbearance using the last telephone number and / or E-mail address of record.

Section 6. Resignation:

Any member may resign membership by submitting a written resignation to the Secretary, but such resignation shall not relieve the member so resigning of the obligation for promptly returning or compensating for any equipment or materials belonging to the CVP or making other restitution as determined equitable by the Board members.

Section 7. Reinstatement:

Members who are removed under the process specified in Section 5 above may reapply for membership by following the provisions of Article IV, Section 1 above.

Section 8. Transfer of Membership:

Membership in the Corporation is not transferable or assignable.

Section 9.

It is each member's responsibility to read, understand, and abide by the CVP Bylaws, standingrules, regulations, or guidelines. Violations of any such Bylaws, current standing rules, regulations, or established guidelines are subject to review by the Board of Directors as to appropriate action including but not limited to, suspension and or termination of membership.

Article V: Meetings of Members

Section 1. Monthly Meetings:

Monthly meetings shall normally be held on the third Tuesday of each month, however, the President (President of the Board of Directors), Board of Directors, or Membership may change the time and date of the meetings for good cause or when the meeting place arrangements cannot be confirmed. Reasonable efforts will be made to notify members in advance of any meeting changes; however, there is no specific requirement to contact members by telephone or regular mail. It will be up to the President or the Board of Directors to determine the extent of any efforts to be made to contact members if notification at an earlier membership meeting is not possible.

Section 2. Annual Meetings:

Annual Meetings of the members shall be held in Fresno County, California, on the third Tuesday during the month of May in each year, established in the year 2009, (or such other time/place on the date as the Board of Directors may determine necessary) for the purpose of electing CVP Officers and for transaction of such other business as may properly come before such meeting. If the day fixed for the annual meeting is a legal holiday, such meeting shall be held on the next business day. If the election of CVP Officers is not held on the day designated herein for any meeting, or at any adjournment thereof, the existing Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is reasonable practicable.

Section 3. Special Membership Meetings:

Special meetings of the members may be called by the President or by the Board of Directors at a designated time and place which normally should be where the monthly Membership Meetings are held.

Section 4. Notice of Special Membership Meeting:

Written or printed notice stating the place, day, and hour of a Special Meeting of the members shall be given to all members at the regularly scheduled monthly meeting or, if that date is not sufficient, notification must be by e-mail or by first class mail using CVP addresses of record to each member entitled to vote at such meeting, not less than three (3) days nor more than thirty (30) days before the date of such meeting provided that if such notice is given by mail, same shall be deposited with the U.S. Postal Service at least eight (8) days prior to the date set for the meeting. Members entitled to attend such meeting shall be determined as of two o'clock in the afternoon on the day before the notice is sent. Business transacted at a Special Meeting of members shall be limited to the purpose(s) or agenda stated in the notice. Note that a change in "Monthly Meeting" location, time or date is intended to be covered by Section 1 above and is not considered a Special Meeting.

Section 5. Quorums:

At the Annual or any Special Membership Meeting of the Corporation, a quorum shall consist of those members present and entitled to vote, provided that a minimum of ten (10) members are present. The Quorum will be established by the attending Board Members utilizing an odd and not an even number of selected/volunteered members.

Section 6. Membership List:

The Membership Director shall maintain the roster of all members and attendance records. Any mailing list of CVP Members shall be used for CVP business only and all other uses are limited.

Article VI: Board of Directors

Section 1. General Powers:

The affairs of the Corporation shall be managed by its' Board of Directors.

A) A series of “Standing Rules” will be developed by the Board of Directors to more efficiently execute the duties and procedures within the mechanics and workings of the Corporation. The Board of Directors will hold the responsibility of adjusting and adding to without complication additional Standing Rule or the withdrawal of a current Standing Rule as seen fit. All Standing Rules are not subject to membership voting rights but are open for discussion within the general meeting.

Section 2. Number, Tenure, and Qualifications:

The Board of Directors shall be comprised of all elected CVP Officers, the past President, and up to fifteen (15) Support Positions appointed by the President or Board of Directors. Spouses of Board Members may be appointed by the President or Board as "defacto" Board Members to support specific duties or activities required by the Board. The President, Board of Directors or the General Membership may, by action taken from time to time, change the established number or members that make up the Board. However, all elected Board members shall be determined by an election held at the Annual Meeting of the members, in the month of May, and shall serve two-year terms as specified in Article VII, Section 2. Support Positions are appointed positions and serve under the direction of the current President and Board of Directors. Only sanctioned Board members as described in Article VII and Article VIII below shall have a vote on matters before the Board except in the case of a filled vacancy as described in Article VI, Section 8, and Article VII, Section 5 below.

Section 3. Regular Board Meetings:

A regular meeting of the Board of Directors shall be held, without any notice other than by this Bylaw, prior to the regularly scheduled monthly meeting and on a date as determined by the President or the Board members (except when conflicting with a declared holiday) for the purpose of conducting the business of the Corporation. The President shall hold the regular meeting at the designated location agreed to by the Board of Directors. The time of these meetings shall be determined by resolution of the Board. Nothing in this Section shall prevent the President or Board members from changing the date of the regular monthly Board Meeting for cause and good reason by providing verbal, telephonic, written, or email notification to Board members as far in advance as practical or possible.

Section 4. Special Board Meetings:

Special Meetings of the Board of Directors may be called at any time by or at the request of the President or any two (2) elected or appointed Board members, and shall be held at the designated location agreed to by the Board of Directors. Notice shall be made either by telephone or if at least three days in advance of the meeting, by email. No other special notification procedures are required.

Section 5. Executive Board Meetings:

When warranted, an Executive Board Meeting of the Board of Directors may be called at any time at the request of the President or any two (2) elected or appointed Board members. This meeting shall be held at the designated location agreed to by the Board of Directors. Matters or issues warranting this meeting shall be discussed at the meeting in a “Closed Session” and any vote or decision rendered by the Board shall be made public at the next monthly Membership Meeting. For the purpose of an Executive Board Meeting, only voting officers of the Board may attend.

Section 6. Quorum:

The presence of three (3) members of the Board of Directors shall constitute a quorum for opening any meeting of the Board providing at least one elected Board member is present; but any number of Board members may continue to transact business of the Corporation once a meeting of the Board is validly opened.

Section 7. Board Decisions:

The act of a Quorum of the Board members present in a meeting shall be considered the act of the entire Board of Directors, unless these Bylaws require the act to be voted by a greater number.

Section 8. Vacancies:

Any vacancy of an "elected position" occurring on the Board of Directors may be temporarily filled by a majority vote of the Board of Directors and does not require a vote of the membership. A Board member so appointed to fill a vacancy shall serve the unexpired term of his/her predecessor in office. The reason for such an appointment by the Board shall require that the General Members be notified at the next regularly scheduled monthly meeting.

Section 9. Compensation:

Board members shall not receive any salary or other compensation for their services without a vote of the membership.

Section 10. Budget:

The Board shall review and approve an annual budget for the Corporation based upon projected income and expenses for the upcoming year. This budget shall be published and distributed at the May Annual Meeting.

Article VII: Elected Officers

Section 1. Officers:

The elected Officers of the Corporation shall be a President (who shall be the "Chairperson" of the Board); a Vice-President, a Secretary, a Treasurer. All elected officers shall have authority and responsibility to perform such duties as may be prescribed, from time to time, by the Board of Directors or President. The same person may hold the offices of Secretary and Treasurer.

Section 2. Election and Term of Office:

The elected officers of the Corporation shall be voted upon at the Annual Meeting of the Members, in the month of May as established in 2009, and shall serve a two-year term. The terms of office shall be set so that the President and Secretary are elected on even years and the Vice President and Treasurer are elected on odd years. If the election of Officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. No new elected positions may be created without a vote of the membership at a Regular or Special meeting. The Board, without change or adjustment, shall ratify the election of Officers by the General Membership.

Section 3. Removal for Cause:

The President, the Board of Directors, or any Member may, for cause, propose to remove an elected Officer. Such a proposal will be scheduled and presented at the next Executive Meeting of the Board of Directors. Final decision on removal will require a majority vote of the Membership at a General Membership Meeting. A Member who is being proposed for removal or someone designated by such member will be allowed 5 minutes to speak at the General Membership Meeting. In addition, a representative of the Board of Directors or someone designated by the Board will be allowed 5 minutes to speak at the same General Membership meeting. After both speakers have completed their allotted time to speak, a vote of the General Membership will be taken on the proposed removal and the decision announced immediately.

Section 4. Removal for Failure to Attend Board Meetings and/or Membership Meetings:

Elected Members of the Board of Directors who miss fifty percent (50%) of the regularly scheduled Board or Monthly Membership meetings in a six-month period or three (3) consecutive Board or Membership meetings may be removed for cause as specified in Article V, Section 3 above.

Section 5. Vacancies:

A vacancy in any Elected Officer position because of death, resignation, cause, or lack of attendance may be filled temporarily by action of the Board of Directors in accordance with Article VI, Section 8 above. An Officer appointed to fill such a vacancy shall serve for the un-expired term of his/her predecessor. In all cases where an elected officer position has been temporarily filled by action of the Board of Directors, immediate notification and explanation shall be provided to the General Membership at the next regularly scheduled monthly meeting or Special Meeting as the Board may determine.

Section 6. President/Chairperson:

The President shall be the Chief Executive Officer of the Corporation and shall be primarily responsible for the operations of the Corporation. He/she shall be responsible to set goals and direction, and to implement programs to achieve them. As determined by the Board, the President/Chairperson may appoint a Parliamentarian who shall be knowledgeable of CVP Rules of Order and CVP Bylaws. As Chairperson of the Board, the President shall preside at all meetings of the Members and of the Board of Directors. He/she shall sign all deeds and conveyances, all contracts and agreements, and all other instruments requiring execution on behalf of the Corporation, and shall act as operating and directing head of the Corporation, subject to policies and limitation established by the Board of Directors and CVP Bylaws. In case of the permanent absence or inability of the President/Chairperson to act, that office shall be declared vacant by the Board of Directors and a successor shall be chosen by the Board, subject to the vote of approval or disapproval of the General Membership at the next regularly scheduled monthly Membership meeting or Special Meeting called for that purpose.

Section 7. Vice President:

The Vice President shall act in place of the President, if and when the President is temporarily unable to carry out the required duties of his/her position and in his/her absence. The Vice President shall not have the right of succession to the Presidency if and when the President/Chairperson is permanently unable to perform his/her duties. The Vice President shall also serve on committees and perform various other duties as assigned by the President or the Board of Directors.

Section 8. Secretary:

The Secretary shall act to ensure that the minutes of all meetings of the General Membership and the Board of Directors are taken and maintained in an orderly and complete manner. He/she shall be the custodian of the corporate seal and shall affix it to all proper instruments when deemed advisable by him/her. He/she shall have charge of all the books and records of the Corporation except the books of account (if position not combined with Treasurer), and in general, shall perform all duties incident to the office of Secretary of a Corporation and such other duties as may be assigned by the President or the Board of Directors.

Section 9. Treasurer:

The Treasurer shall have general custody of all the funds and securities of the Corporation except such as may be required by law to be deposited with any state official or financial institution. He/she shall see to the deposits of the funds of the Corporation in such bank or banks as the Board of Directors may designate. Regular books of account shall be kept under his/her direction and supervision, and he/she shall render financial statements to the President/Chairperson, Board of Directors, and Membership on at least a monthly basis. The Treasurer shall have charge of the preparation of the annual budget and completion of such reports, financial statements, and tax returns as may be required by law. He/she shall give to the Corporation such fidelity bond as may be required by the CVP and, the Corporation, as an operating expense; therefore, shall pay the premium. The following procedures apply to any and all funds belonging to the CVP and shall be handled accordingly:

1. All cash monies or other funds belonging to the CVP shall be turned over immediately to the Treasurer for accounting and depositing.
2. A bill or expense may be paid in cash as long as a valid receipt is presented and the moneyed amount is of a small denomination. In all other cases, a Corporation Check will be utilized.
3. A valid receipt must be presented to the Treasurer before a CVP check may be issued. No receipt, no payment.

Section 10. Secretary-Treasurer:

One person may be elected and occupy the combined Offices of Secretary and Treasurer and shall be known as Secretary/Treasurer.

Section 11. Powers and Duties:

The several elected officers above shall have such additional powers and shall perform such additional duties as may from time to time be specified in resolutions, votes, assignments, or other directives from the General Membership, President/Chairperson or the Board of Directors.

Article VIII: Support Positions

Section 1. Past President.

The Past President shall serve as a voting member of the Board in a support position for the President and shall remain until a new President is elected. Should the Past President resign from this role, this position shall remain vacant unless filled by another former Past President.

Section 2. Appointed Positions.

The President/Chairperson or the Board of Directors may designate up to fifteen (15) appointees to serve in support positions as necessary to conduct the business and activities required on behalf of the CVP Membership and/or Board of Directors. Support positions are appointed positions and serve at the pleasure of the President, the Board of Directors, and the General

Membership. Thus, these appointments are not elected positions and do not require the vote of the General Membership. However, the Membership shall be notified of such appointments at the next regular Membership meeting and a description of the duties of such appointments shall be explained. Nothing in this Section shall preclude the President or Board of Directors from establishing additional support positions as required to meet the business of the Corporation. However, such position(s) remain an appointed position and under these bylaws. In addition, the duties of any Appointed Officer position may be combined with another Appointed Officer position in the interest of efficiency or reason as determined by the President or Board of Directors.

Section 3. Removal for Cause:

The President or the Board of Directors, for cause, may remove any person serving in a Support Position if the best interests of the Corporation would be served. Any such removal of an appointed Officer shall have no appeal rights except as detailed below. The person so removed for cause may request re-consideration before the General Membership at the next regularly scheduled Membership meeting. A representative of the Board of Directors and the Appointed Officer removed for cause will each be allowed 5 minutes speaking time. No membership vote is required whether to rescind or confirm the removal. Only the Board of Directors may rescind or confirm the removal.

Section 4. Membership Director:

This supporting Officer shall serve to maintain all records of membership and attendance and certify member eligibility for voting on various matters being voted upon and will issue all membership cards after ensuring that each member has signed a "Release of Liability." A Membership Committee will be formed to assist the Membership Coordinator with duties including maintaining ongoing follow-up and contact with current members not attending meetings and develop strategies for obtaining new members. When requested at monthly meetings, the Membership Coordinator shall be prepared to report on the status, progress, and health of the General Membership. The Membership Coordinator will work closely with the Community Outreach Director to maximize membership participation and solicitation of new members as well as perform any other duties as determined necessary by the President or Board of Directors.

Section 5. Claims Director:

The Claims Director is a combined position that also includes Claims Inspection duties. The Claims Director will act as the primary point of contact for all activities relating to the identification, maintenance, and care of new and existing claims. A Claims Committee may be formed to assist the Claims Director with duties and responsibilities. The Claims Director and his/her Committee shall maintain ongoing communication with the Outings Director on all activities. These duties and responsibilities include CVP activities that may be initiated to locate and proposed new claims as well as CVP "Outing" activities taking place on privately owned claims, potential claims, and/or on claims identified in the "GPAA Claims Club Membership Mining Guide." The Claims Director and his/her Committee members will supervise maintenance and cleanup and conduct inspections of any CVP owned claims or claims used by the CVP for outings in order to ensure the safety and cleanliness of such claims before and after use. Regular reports of Committee activities will be made to the President, Board of Directors and the General Membership.

Section 6. Outings Director:

This supporting Officer shall serve to plan, organize, and coordinate CVP Outings. Outings will be planned throughout the year and, where possible, a list of scheduled outings shall be provided to the Membership for discussion and approval. The Outings Coordinator will work closely with the Claims Director and the Equipment Manager to ensure that all necessary CVP equipment is available for outings and all sites for outings are safe for members. The Outings Director will be assigned primary responsibility for each Outing unless such responsibility has been assigned to another Officer or member. The Outings Director or other person assigned responsibility for an Outing must ensure that each attendee has a CVP Membership Card that certifies that a "Release of Liability" has been signed by the parent or guardian.

Section7. Raffle Director:

This supporting Officer shall serve to manage and conduct all raffles at monthly meetings, maintain custody of all raffle tickets as well as ensure all funds collected are properly accounted for and provided to the Treasurer for deposit and reporting purposes. The Raffle Director will be responsible for properly obtaining funds from the Treasurer to purchase raffle tickets, prizes, providing appropriate receipts for accounting purposes, and conducting the sale of raffle tickets. The Raffle Director will work closely with the Community Outreach Director to secure donations from the Membership and Merchant Community to benefit the CVP raffle fund-raising effort.

Section 8. Community Outreach Director:

This supporting Officer shall serve to develop and implement strategies to obtain member and local merchant donations of money, merchandise, or other items of value that will enhance the results of the monthly CVP raffles. The Community Outreach Director may create a committee to seek and develop community support from individuals and businesses by way of tangible donations to the CVP, which will be awarded as prizes during the monthly meeting raffles. The Community Outreach Director will maintain good records of all donations and report results monthly to the President, Board of Directors, and General Membership. The Community Outreach Director will work closely with the Raffle Director to maximize use of all donations.

Section 9. Equipment Manager:

This supporting Officer(s) shall serve to establish a system to store, access, and maintain all CVP owned equipment when not in use by CVP members or on CVP outings. Duties include the preventive maintenance of equipment as well as submitting a written repair and estimated cost request to the Board of Directors to provide funding to secure replacement parts or equipment when deemed necessary. The Equipment Manager will provide instruction to CVP members on use of equipment before tendering use of such equipment to individual members or groups. This officer shall also recommend new equipment items or sale of existing equipment when deemed appropriate.

Section 10. Historian:

This supporting Officer shall serve to establish and maintain orderly and complete historical records that reflect the ongoing activities, progress, and status of the CVP. Such historical records include, but are not limited to: pictures from outings, meetings, etc.; copies of all Newsletters; important historical documents such as organizational documents, Bylaws, flyers, or letters. All historical documentation shall be clearly marked and identified as well as placed in a binder for permanent storage and review by members.

Section 11. Education Director:

The education director shall provide training and education to the membership and the general public and has the power to select and establish a committee to assist with training.

Section 12. Web Master:

Updates and maintains the web site front page with club activities as well as other pertinent news and information related to prospecting and small mining. Also ensures that the CVP calendar and other links on the web site are current. Provides training to the officers and other members designated to send announcements or messages using the web site. The Webmaster also works in conjunction with the Web Site Programmer to correct any programming or technical problems affecting the web site.

Section 13. Storekeeper(s):

Maintains an accurate inventory list of all items in the CVP store and provides regular reports to the President and or Board of Directors. Records of sales and receipts must also be properly maintained and reported. Submits recommendations to the Board of Directors for purchases that need to be made in order to maintain adequate inventory levels.

Section 14. Sound Equipment Manager:

Maintains security and operation of all sound equipment belonging to CVP and ensures that equipment is set-up and working when needed. Ensures that a microphone is available and working prior to each monthly membership meeting. Reports any equipment problems or needs to the President.

Section 15. Morale Officer:

Maintains communication with CVP members to identify any members who have experienced serious illness and health issues or has experienced a death in the family and sends an appropriate card signed by as many members as possible. Maintains records of all expenditures and provides receipts for reimbursement of out of pocket costs to the Treasurer.

Section 16. Parliamentarian:

Reads and becomes very familiar with the approved CVP Bylaws. Advises the President, Board of Directors, or members of any potential violations or failures to adhere to the Bylaws and provides recommendations on how to correct such situations. Recommends changes or revisions to the Bylaws that reflect club needs or to correct problem areas.

Section 17. Newsletter Editor:

Composes monthly newsletter for distribution to members and sends electronic copy to all members via email following CVP web site procedures for that purpose. Also makes a limited number of paper copies of the newsletter available for members who do not have email access. Locates and reports stories, articles, and topics related to miners, small mining, and treasure hunting. Makes improvement suggestions as needed.

Article IX: Release of Liability

Section 1. General Release Required By All Members:

It is a requirement for membership in the CVP that all members, including spouses, sign a "General Release of Liability, Participant Agreement, and Acknowledgement of Risk for Any and All CVP Activities, CVP Events, CVP Meetings, or Any Type CVP Fund Raising Activity" prior to any participation in such "Activities" (See Attachment 1). This release shall be signed by the member and participating spouse and must also identify and indicate a signature of release for any children under the age of 18 years old. This release is mandatory and includes specific language to cover all activities, the health of the member, the liability of the member, as well as any participating family members. Failure to sign the required, "Release of Liability" constitutes willful misconduct and disobedience in violation of these Bylaws and prevents such person and family from being a member of the CVP or participating in any CVP activities. The CVP does not accept any responsibility for members or their family or visitors brought by members to any type of CVP activity. Nor does CVP accept any responsibility for any member's failure to properly complete and submit the required "Wavier of Liability" as such may occur inadvertently and without knowledge.

Article X: Use of Alcohol

Section 1. Use of Alcohol at CVP Sponsored Activities.

It shall be the policy of the CVP that no alcohol of any kind may be consumed or in the conspicuous presence of any CVP member or members family during the active portion of any CVP sponsored outing or activity. Any member(s) who fails to adhere to this policy will be considered to be in violation of Article IV, Section 4. And may have his/her membership terminated accordingly.

Article XI: Committees of the Board

Section 1. Ad Hoc Committees:

The President or Board of Directors may establish committees on an "Ad Hoc" basis from time to time composed of Board Members and/or volunteers from the General Membership.

Section 2. Nominating Committee:

An appointed Board member shall chair this Committee. This Committee shall be formed annually approximately two months prior to the Annual Meeting for the sole purpose of proposing a slate of officers to be voted on for election by the Membership. Where possible, a minimum of two Non-Board members shall serve on this Committee. Nominations for all open Officer Positions must be solicited from the General Membership at the regular Membership Meeting. This solicitation must be made prior to a printed ballot being prepared, if such a printed ballot is required by Article IV, Section 1, E. “Write-in” candidates will be allowed however the person whose name is being “written in” has the exclusive right to accept or reject the “write-in” candidacy.

Article XII: Contracts, Checks, Deposits, and Gifts

Section 1. Contracts:

The Board of Directors may authorize any Officer or agent of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or may be confined to specific instances.

Section 2. Checks, Drafts, or Orders:

The President, Vice President, Treasurer, or designee appointed by the Board of Directors of the Corporation shall sign all checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation. Spouses may not sign on the same CVP check.

UPDATED LANGUAGE

Two signatures will be utilized on the Corporations check and in any combination the President, Vice President, or Designee shall accompany the treasures signature when payment is required to conduct the Corporations business. Under normal business practices, the Vice President and the Treasure will be the two board members that will consistently sign for payment. In the case of an absent or vacant Treasurer position, the above stated Board members will be able to complete the corporations business without the signature of a current Treasurer. All receipts and records will automatically fall to the Secretaries Position to maintain a competent record of the corporations business practices until a Treasurer is voted into office.

Section 3. Deposits:

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories, as the Board of Directors shall select.

Section 4. Gifts:

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, remuneration, or devise for any purpose of the Corporation.

Section 5. Expenditures:

The General Membership at a regular or Special Membership Meeting must approve any expenditure greater than $500.00, regardless of whether or not such expenditure was contained in the approved annual budget. The Board of Directors may approve expenditures less than $500.00 whether or not contained in the approved annual budget. When the need arises, the President may approve expenditures of $250.00 or less whether or not contained in the approved annual budget. Please note the procedures concerning handling of CVP funds described in Article VII, Section 9.

Article XIII: Books and Records

Section 1. Recordkeeping:

The Corporation shall keep accurate and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving names and addresses of the members entitled to vote. Any member, or his/her agent or attorney may inspect all books and records of the Corporation, for any business purpose making a verbal and written request to the Secretary at the monthly meeting or any other reasonable time.

Section 2. Board Meeting Minutes:

Copies of all minutes taken at the Board Meeting shall be provided to all Board Members. At a minimum, at the beginning of each Board Meeting, all decisions or actions taken by the Board at the prior meeting will be read as a reminder and the minutes approved.

Article XIV: Fiscal Year

The fiscal year of the Corporation shall begin on June 1st and end at midnight on May 31st.

Article XV :Operating Funds

Operating funds may be obtained through merchandise sales, raffles, donations, advertisement sales, and educational fund raising activities. No dues are required of any member.

Article XVI: Amendments of Bylaws

These Bylaws may not be altered, amended, or repealed, nor new Bylaws adopted without a majority vote by the General Membership present at a regularly scheduled monthly meeting or Special Meeting called for that purpose. If not a Special Meeting, notice of intention to alter, amend or repeal, or to adopt new bylaws must be given at a regularly scheduled monthly meeting at least one meeting prior to the changes. Such notice shall include an explanation of the proposed change(s) to be voted upon.

• Bylaws Adopted: 12-21-2004
• Amended: 04-17-2007
• Amended: 04-15-2008
• Amended: 05-15-2009
• Amended: 05-17-2016

Standing Rules

Central Valley Prospectors

Article VIII – Support Positions

Section 4: Membership Director:

All new membership requests / application will be filled out on line at the CVP website. A membership application may also be available at a general meeting upon request. New members will then bring the completed and signed application to the next general Membership meeting. A new member must attend a minimum of three (3) general meetings in a sequence (row) to become a full member, in good standing, of the Central Valley Prospectors.

Members must attend a general meeting every three (3) months to keep a membership valid / active. If more than three (3) general meeting have been missed, the member will be archived.

Once archived, the member may attend a general meeting and fill out an updated application to be reviewed by the Membership Director to reactivate the membership.

Standing Rules

Central Valley Prospectors

Article VI – Board of Directors

Section 9: Compensation

1. A Stipend / Re-imbursement: Will be generated, established, by the Board Of Directors, to meet the needs of the Corporation and is not to exceed $500.00 for out of State travel and is not to exceed $250.00 internal state travel.
2. The use of a Stipend / Re-imbursement will be considered by the Board of Directors to meet the cost of extended Corporation business and the utilization of the full amount, $500.00 out of State and $250.00 internal State use is the maximum amount for two (2) Board Members or two (2) Representatives of the Board to accomplish an identified goal for the Corporation.
3. The established maximum Stipend / Re-imbursement monies for out of State travel and internal State travel can and will be halved if only one Board Member or Corporation Representative is being utilized.
4. The use of the Stipend / Re-imbursement Policy will be monitored through the elected office of the Treasurer. No monies will be allotted to the designated Board Member or Representative at the beginning of sanctioned travel. All burdens of cost will be carried by the Board Member or Representative and will be reimbursed fully by presenting the original receipts of cost to the Treasurer upon the completion of the sanctioned travel. Payment will be in the form of a Club Check so as to establish a legitimate paper trail of responsibility. Monies are to be established within the guide lines stated above and are not to exceed the established maximum amount previously designated by the Board of Directors for any sanctioned Corporation business.
5. Any and All expenses accrued outside the allotted monies are the sole responsibility of the Board Member or Corporation Representative. The Stipend / Re-imbursement fund will only address fuel and housing. The Stipend / Re-imbursement will notaddress the use of a rental vehicle, meals, and entertainment while conducting Corporation business. All discrepancies of payment will be reviewed and decided by the Board of Directors.

Standing Rules

Central Valley Prospectors

Article VIII – Support Positions

Section 9: Equipment Manager (s)

The Equipment Manager will also have the discretion to limit the number of pieces of rental equipment utilize by one group or family members of the Club and/or designate the time or days of use in an effort to fairly distribute the rental equipment in question in an effort to maximize equal use among the members in either an established outing or personal rental of use outside an established club event.

“Community Dig”is defined by the Central Valley Prospectors, CVP, as an organized event where all recovered materials (Gold) is equally divided between the registered participating members that have been in attendance from the beginning to the completion of said event. No equipment rental charges will be incurred for the event due to its definition as a “Community Dig.”

“Club Outing”is defined by the Central Valley Prospectors, CVP, as an organized event where the attending member is prospecting as an individual and is not required to divide or surrender the materials (Gold) recovered to the CVP. Equipment rental charges (fee) will apply if a member requests the use of a piece of equipment that is owned by the CVP and is registered as an inventory piece of equipment for CVP membership use.

Standing Rules

Central Valley Prospectors

Article VIII - Support Positions

Section 11: Education Director (Coordinator )

The Education Director / Coordinator will maintain all sign in sheets per educational event during the year.

The sign in sheets are a mandatory form to acknowledge the membership participation in the current year of educational events. A definition of an educational event is any event whereas the Membership explain, physically demonstrate, or have participation with the general public as an interaction of small mining technique and production. These forms will be maintained for one year and then distributed to the Club Historian to archive .

An educational dinner of appreciation towards the participating Membership will be established each year, date to be announced, and a minimum of two (2) event participation is mandatory to be invited. The Education Director / Coordinator will invite the membership and has the discretion to invite a member without a two participation minimum if He/She feels it would be beneficial to this member.