Desert Gold Diggers

The Principle Office of this Corporation will be in the City of Tucson, Pima County, state of Arizona and, if so required by State Laws, the Corporation will have a registered office in the City of Tucson, Pima County, State of Arizona, and a Registered Agent whose office is identical with the Registered Office. The address of these offices may be changed from time to time by the Board of Directors.

Section 1. Authority and Number:
The affairs, business, and property of the corporation will be managed and controlled by its Board of Directors, numbering not less than six ( 6 ), nor more than fifteen ( 15 ) members, who are required to be residents of this State and an Officer, or Member, of this Corporation.

Section 2. Terms of Office:
The Board of Directors initially appointed in the articles of Incorporation may serve staggered terms in office which will number not less than one (1) year, nor more than three (3) years. Said staggered terms will be apportioned among all the directors to the extent that one-third ( 1/3 ) of the directors will serve the lesser term; another one-third ( 1/3 ) of the directors will serve a median term between the lesser term and the greater term; and the remaining one-third ( 1/3 ) of the directors will serve the greater term of three (3) years. The term of office each director will initially serve will be fixed by a majority vote of the Board of Directors initially appointed in the Articles of Incorporation. The directors will elect a Board Chairman or Chairwoman to preside over all meetings of the board. The election will be done at the first meeting of the new board each year. A majority vote of the directors is needed to elect or remove the Chairman or Chairwoman. If the chairperson is not present, the president will act as chair.

Section 3. Election:
The directors will be elected by the membership at the Annual Meeting. The directors will hold office until the expiration of their respective terms of office and until successors have been elected and qualified, unless sooner removed by death, resignation, disqualification, or otherwise. The election of directors to fill the expired terms of any directors will be held at a regular meeting, if such meeting is held within 15 days prior to the expiration of such director's term of office, provided however, that such elections are not reserved to the corporate members, if any, in such case the election of directors to fill expired terms of any director will be held at a Special Meeting called for that purpose.

Section 4. Vacancies:
A Vacancy on the Board of Directors created by death, resignation, removal or otherwise will be filled by a majority vote of the Board of Directors for the unexpired portion of the term. Any vacancy created by reason of an increase in the number of directors will be filled by the Board of Directors, unless such election is reserved to the members, if any.

Section 5. Special Meetings:
A special meeting of the Board of Directors may be called by, or at the request of any officer of the corporation, or by any two or more directors. The person or persons authorized to call such special meeting will fix the time and place of such special meeting, and taking into consideration the proximity and convenience to all such affected board members. Notice of such Special Meeting will be in accords with the notice provisions of Section 8 hereof. Robert's Rules of Order will prevail at all such meetings.

Section 6. Regular Meetings:
Regular meeting of the Board of Directors will be held monthly on the third Tuesday of each month, with or without notice other than notice provided in these Bylaws, or by written resolution if said date is changed by an act of the Board of Directors.

Section 7. Annual Meetings:
Annual meetings of the Board of Directors will be held each year on the first Tuesday of April each year, or if such day is a legal holiday, such meeting will be held on the next succeeding business day. Said annual meeting will be held for the purpose of appointing the officers of the corporation, appointing directors to fill any expired terms of office, and the transaction of any other business that may come before the board.

Section 8. Notice:
Notice of any meetings provided under these Bylaws will be given at least five (5) days prior to the date fixed for such meeting by written notice published in the monthly newsletter and by telephone to each director.

Section 9. Quorum:
The number of directors necessary to constitute a quorum will be a simple majority, but if less than such number are present at said meetings, a majority of the directors present will adjourn the meeting. Any act by a lawful quorum of directors will be an act by the Board of Directors, unless such acts require a greater number of directors by law or by these Bylaws.

Section l0. Compensation:
Directors will not receive any stated or fixed salaries for their services, but by a resolution of the Board of Directors, a fixed sum and an expense allowance, if any, may be allowed for attendance at the regular, special, and annual meetings, however nothing herein contained will be construed to preclude any directors from serving the corporation in any other capacity and receiving compensation therefor.

Section 1. Officers:
The officers of the corporation will be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, an Outing Coordinator, a Social Events Coordinator, a Newsletter Editor, a Public Relations Director, a Claims Director, and a Historian. The Board of Directors may elect or appoint other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it will deem desirable. Such Officers to have authority and perform the duties prescribed from time to time by the Board of Directors. Any two offices may be held by the same person, except the office of President and Secretary.

Section 2. Election and Term of Office:
The officers of the corporation will be elected annually by the membership at the Annual Meeting. New offices may be created and filled at any meeting of the Board of Directors. Each officer so elected at the annual meeting will hold office until the next annual meeting of the Board of Directors and until his / her successor will have been duly elected and qualified.

Section 3. Removal:
Any officer elected, or appointed by the Board of Directors, may be removed by a majority vote of the Board of Directors whenever in its judgment the best interest of the corporation would be served thereby, but such removal will be without prejudice to any contractual rights, if any, of the officer so removed.

Section 4. Vacancies:
A vacancy in any office occasioned by death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors at its next regular meeting, or a special meeting called for that purpose, for the unexpired portion of the term.

Section 5. President:
The President will be the principle executive officer of the corporation and will in general supervise and over see all the day to day business affairs of the corporation. He or she will preside at all meetings of members. He or she may sign with any other proper officer of the corporation authorized by the Board of Directors any contract, deeds, or other instruments which the Board of Directors has authorized to be executed, except in those cases where the signing and execution thereof will be expressly delegated to the Board of Directors, or by these Bylaws, or by statute to some other officer or agent of the corporation, and in general he or she will perform all duties incident to the office of President and other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice-President:
The Vice President will be responsible for arranging programs or speakers for the monthly membership meeting. In the Absence of the president or in the event of his/her inability or refusal to act, the Vice-President will perform the duties of the President, and so acting, will have all the powers of, and be subject to all the restrictions upon the President. Any Vice-President will perform other duties as from time to time may be assigned to him / her by the President or the Board of Directors.

Section 7. Secretary:
The Secretary will keep the minutes of all meetings of the Board of Directors and members, if any, in one or more books provided for that purpose; prepare and send all notices as provided under these Bylaws, or as required by law, be custodians of the Seal of the Corporation; see that the seal of the corporation is affixed to all documents, the execution of which, on behalf of this corporation under its seal is duly authorized in accordance with the provisions of these Bylaws and, in general, perform all duties incident to the office of Secretary and other duties as from time to time may be assigned to him / her by the President or by the Board of Directors.

Section 8. Treasurer:
If required by the Board of Directors. the Treasurer will give a bond for the faithful discharge of his / her duties in such sums, and with such sureties as the Board of Directors determine. The Treasurer will have charge and custody of, and be responsible for all funds and securities of the corporation and receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such bank, trust companies or other depositories as will be selected by the treasurer's contingent on approval by the Board of Directors. It will be the Treasurers responsibility to maintain membership records including mailing addresses and membership standings in the corporation and in general, perform such other duties as from time to time may be assigned to him / her by the President or by the Board of Directors.

Section 9. Outing Coordinator:
The Outing Coordinator will research and seek potential areas appropriate for monthly club outings, formulate a tentative schedule of future outing sites, supervise and be responsible for all aspects of the monthly club outings, report the outing schedule and results of the outings to the Newsletter Editor to be published in the monthly newsletter and in general, perform other duties as from time to time may be assigned to him / her by the President or by the Board of Directors.

Section 10. Social Events Coordinator:
The Social Events Coordinator will organize and implement all social functions, organize and direct, by approval of the Board of Directors, various committees in order to facilitate his / her duties and perform other duties as from time to time may be assigned to him / her by the President or by the Board of Directors.

Section 11. Newsletter Editor:
The Newsletter Editor will be appointed by the Board of Directors. The Newsletter Editor will notify the membership of activities and functions as well as meeting changes via the newsletter, and, in general, perform such other duties as from time to time may be assigned to him / her by the President or by the Board of Directors.

Section 12. Claims Director:
The Claims Director will be appointed by the Board of Directors. The Claims director will coordinate and lead the search for potential areas in which to stake placer claims on behalf of the corporation, oversee the proper staking and filing of such claims, update the claims packets, preside over bimonthly claims committee meetings, supervise and initiate continuing maintenance of existing claims as well as the maintaining of assessment records, and, in general, perform such other duties as from time to time may be assigned to him / her by the President or by the Board of Directors.

Section 13. Historian:
The Historian will be the custodian of the corporate records, maintain and upgrade on a yearly basis the records from the previous year, present a history of the corporation at all scheduled orientation meetings for new members, make available any and all existing records to the Board of Directors, Officers, and members when deemed necessary, and perform duties as from time to time may be assigned to him / her by the Board of Directors.

Section 14. Public Relations Director:
The Public Relations Director will be appointed by the Board of Directors. The public Relations Director will promote and disperse information to the public in regards to the club activities and membership requirements. Be a "Goodwill Ambassador" and a source of information between the club and the public, and perform duties as from time to time may be assigned to him / her by the President or by the Board of Directors.

Section 15: Assistant Officers:
The Assistant Secretaries, Treasurers, or any other Assistant Officer will, in general, perform such duties as will be assigned to them by the Secretary, Treasurer, or other Officer, or by the President of the Board of Directors, and if required by the Board of Directors, the Assistant Treasurer will give a bond for the faithful discharge of his / her duties in such sums and with such sureties as the Board of Directors will determine.

Section 1. Committee of Directors:
The Board of Directors may, by resolution or resolutions passed, designate and appoint one or more committees, each of which will consist of two or more directors, which committees, to the extent provided in said resolution, will have and exercise the authority of the Board of Directors in the management of the corporation. Said committees will not have the authority to make, alter, or amend The Articles of Incorporation or the Bylaws, elect, appoint, or remove any member of any such committees, or any director or officer of the corporation, or adopt a plan of merger, consolidation or dissolution, or to authorize the sale, lease, exchange or mortgage all, or substantially all of the property and assets of the corporation. The designation and appointment of any such committee and the delegation thereto of authority will not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law.

Section 2. Terms of Office:
Each member of a committee will continue as such until successors are appointed, unless such committees will be sooner terminated, or unless such members are removed, resigns or otherwise cease to qualify, as a member thereof.

Section 3. Committee Chairman:
One member of each committee will be appointed chairman by the majority vote of the committee members.

Section 4. Vacancies:
Vacancies in the membership of any committee may be filled by appointments made in the same manor as provided in the case of the original appointments.

Section 5. Quorum:
Unless otherwise provided in the resolution of the Board of Directors designating the committee, a majority of the whole committees will constitute a quorum, and the act of a majority of committee members will be the act of the committee.

Section 6. Rules:
Each committee may adopt rules for its own government. inconsistent with these Bylaws or with rules adopted by the Board of Directors. In any case, Robert's Rules of Order will prevail at all meetings of the committee membership, unless specifically or otherwise provided by resolution adopted by the Board of Directors.

The Board of Directors may act without convening a regular or special meeting, by written resolution signed by all of the members of the Board of Directors, and duly entered in the Corporation Records.

The Corporation will keep correct and complete books and records of accounts, and will keep minutes of all proceedings of its Board of Directors, committees and, if applicable, its members. All books and records of the corporation may be inspected by any member, or his / her agent or attorney for any proper purpose at any reasonable time.

Section 1. Contracts:
The Board of Directors may authorize any Officer or Officers, Agent or Agents 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 of, and on behalf of, this corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc.
All checks, drafts, or orders for payment of money, notes or other evidences of indebtedness issued in the name of corporation, will be signed by such Officer, Agent or Agents of the corporation and in such manners as will from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments will be signed by the Treasurer or an Assistant Treasurer.

Section 3. Deposits:
All funds of the corporation will be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Treasurer may select, contingent upon the approval of the Board of Directors.

Section 4. Gifts:
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for the general purpose or for any special purpose of the corporation.

The Fiscal Year of the corporation will end on March 31 of each year.

The Board of Directors will provide a Corporation Seal which will have inscribed thereon the name of the corporation, the State of Incorporation, and the Year of incorporation. Said seal will be in the form impressed below.

Section 1. Classes of Members:
The corporation will have one class of members.

Section 2. Election of Members:
Members will be approved by the Board of Directors. An affirmative vote of two-thirds (2/3) of the Board of Directors will be required for such approval.

Section 3. Voting Rights:
Each membership will be entitled to one (1) vote on each matter submitted to a vote of the membership. When a membership includes a member and their spouse and both elect to vote, then each of them are entitled to one-half (1/2) a vote.

Section 4. Termination of Membership:
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 for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who will be in default in the payment of dues.

Section 5. Resignation:
Any member may resign by filing a written resignation with the Corporate Secretary.

Section 6. Reinstatement:
Upon written request, signed by a former member, filed with the Secretary of the Corporation, the Board of Directors may, by an affirmative vote of two-thirds (2/3) of the members of the board, reinstate such former members to membership upon such terms as the Board of Directors may deem appropriate.

Section 7. Transfer of Membership:
Membership in this Corporation is not transferable or assignable.

Section 1. Annual Dues:
The Board of Directors may determine from time to time the amount of annual dues payable to the corporation by the Membership.

Section 2. Payment of Dues:
Annual dues will be paid upon the application for membership and due on the anniversary date of the members approval by the Board of Directors.

Section 3. Default and Termination of Membership:
When any member will be in default in the payment of dues for a period of one ( 1 ) month from the beginning of the period, for which such dues become payable, membership may thereupon be terminated.

Section 4. Fees:
Fees may be established by the Board of Directors for such activities as picnics, field trips, etc..

The Board of Directors will provide for the issuance of a membership card as a certificate which evidences membership in the corporation. Said membership card will be signed by the Treasurer or his / her designate. The name and address of each member and the date of issuance of the membership card will be entered on the records of the corporation. If any membership card will become lost, mutilated or destroyed, a new card may be issued therefor upon such terms and conditions as the Board of Directors may determine.

Section 1. Annual Meetings:
The annual meeting of the members will be held on the first Tuesday of April of each year, for the purpose of electing Officers, Directors and for the transaction of other business as may come before the meeting.

Section 2. Special Meetings:
Special meeting of the members may be called by the President, Board of Directors, or not less than one-tenth (1/10) of the members having voting rights.

Section 3. Place of Meetings:
The Board of Directors may designate any place, within or without of the State of Arizona as the place of any annual meeting or for any special meeting called by the Board of Directors.

Section 4. Notice of Meetings:
Notice of all meetings will be in accords with the "notice requirements" of Section 8 of Article II of these Bylaws.

Section 5. Quorum:
The members holding one-tenth (1/10) of the votes which may be cast at any meeting will constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn to meeting from time to time without further notice.

Section 6. Voting By Mail:
Where Directors are to be elected by members, such election may be conducted by mail in such manners as the Board of Directors will determine.

Section 7. Convening of Meetings:
All meetings of the membership will begin with the pledge of Allegiance.

Section 8. Conducting of Meetings:
Robert's Rules of Order will prevail at all meetings of the membership.

Section 1. Review:
The Bylaws will be reviewed by the committee appointed in accordance with Article IV, Section 1, on an annual basis. Recommended amendments to the Bylaws by the committee will be presented to the membership for approval.

Section 2. Amendments:
Bylaws may be amended at any regular business meeting of the membership by a vote of the majority of the entire membership; or, if the amendment was submitted in writing at the last regular business meeting, then they may be amended by two-thirds (2/3) vote of the members present. While an amendment to the Bylaws requires a two-thirds (2/3) vote; an amendment of that amendment requires only a majority vote. For the purpose of this section "submitted in writing" is defined as being published in the corporations newsletter.

Section 3. Effective Date:
An amendment to the Bylaws that has been adopted goes into effect immediately upon its adoption.

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This page was last updated on 4 July 2006.