BYLAWS OF

THE SHORELINE PRESERVATION FUND

A CALIFORNIA PUBLIC BENEFIT CORPORATION


MISSION STATEMENT

THE SHORELINE PRESERVATION FUND (SPF) shall provide funds to preserve, protect, and enhance the terrestrial and marine habitats associated with the shoreline of the University of California, Santa Barbara through preservation, education, open access, research, and restoration

The following five principles shall guide and govern the funding of projects by the SPF:

1. PRESERVATION: Biodiversity and the ecological integrity of the shoreline are essential and irreplaceable. The SPF is committed to preserving and enhancing these aspects of the shoreline.

2. EDUCATION: Environmental education is vital to the future health and well being of the UCSB community. The SPF seeks to develop and utilize educational materials and opportunities that are fun, factual, proactive, and informative.

3. ACCESS: The right to safe open and low impact access to the shoreline must be maintained with respect to sensitive habitat. SPF supports the balance of Environmentally Sensitive Habitat Areas (ESHA) and public access.

4. RESEARCH: Projects that promote education through research are fundamental to our understanding of coastal resources and the natural processes and human influences that act upon them. SPF encourages studies that further our understanding of the shoreline.

5. RESTORATION: Understanding that past human activity has negatively affected the environment, SPF understands that restoration of habitat is critical to maintain natural and healthy ecosystems.


ARTICLE 1

OFFICES

SECTION 1.01 OFFICE

The principal office of the Shoreline Preservation Fund (SPF), including the transaction of its business, is located at the University of California at Santa Barbara, California.

ARTICLE 2

PURPOSES

SECTION 2.01 OBJECTIVES AND PURPOSES

The primary objectives and purposes of this fund is to grant funding to applicants whose projects reflect SPF’s mission statement and said guiding principles.

ARTICLE 3

BOARD MEMBERS

SECTION 3.01. POWERS

Subject to the Bylaws relating to action required or permitted to be taken or approved, if any, of this Fund, the activities and affairs of this Fund shall be conducted and all powers shall be exercised by or under the direction of the Board of Directors.

The Board of Directors is the unit of authority within SPF. Apart from his/her normal function as a part of this unit, Directors have no individual authority. As individuals, directors may not commit the Fund to any policy, act, or expenditure. Directors do not represent any fractional segment of the student body, but are, rather, a part of the body that represents the student body as a whole. The basis of authority for the SPF is the students’ approval of the Shoreline Initiative (student elections, spring, 1999), a $3.00 per student (undergraduate and graduate) per quarter lock-in fee. The Directors have the power to appropriate these funds as determined by the initiative itself, bylaws, and mission statement.

SECTION 3.02 NUMBER & REPRESENTATION

The fund shall have no more than seven board members and collectively they shall be known as the SPF Board. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

The Board Members consist of the following representation:

1) Environmental Affairs Board Representative (Nominated by Organization they represent)

2) Isla Vista Surfrider Representative (Nominated by Organization they represent)

3) Associated Students Legislative Council representative (Nominated by Organization they represent)

4) Department-wide Graduate

5) Department-wide Graduate

6) Department-wide Undergraduate

7) Department-wide Undergraduate

SECTION 3.03 QUALIFICATIONS

All Board members must be registered UCSB students during their term of office. Board members’ ideology should reflect that of the Mission Statement.

SECTION 3.04 TERMS OF OFFICE

While there is no term limit for a Director, one "term" shall be defined as the academic school year from the beginning of fall quarter to the end of spring quarter. The chair shall hold office for six months, after which time he/she will be replaced by the vice chair. The vice chair will serve the chair in a mentorship capacity for these six months, and will then assume the chair position.

Each director shall hold office until he/she is no longer a registered student at UCSB, resigns, or is removed.

SECTION 3.05 APPOINTMENTS, NOMINATION, & ELECTION

All members of the existing Board vote in new members upon vacancy (majority vote). Vacancies may occur when a board member graduates, chooses to leave, or is removed by a majority vote. Candidates/ nominees may run for one vacancy. If a vacancy occurs during the academic school year, a new board member is appointed by majority vote, as soon as a qualified applicant is available.

SECTION 3.06 VACANCIES

Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any director.

The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court or convicted of a felony.

Any director may resign effective upon giving written notice to Staff, the Chairperson of the Board, and/or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.

Vacancies on the board may be filled by board approval or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a noticed meeting, as defined in these bylaws, (3) a sole remaining director.

A person elected to fill a vacancy as provided by this Section shall hold office on the Board of Directors until his or her death, resignation, or removal from office.

SECTION 3.07 DUTIES OF DIRECTORS OF BOARD

It shall be the duty of the Directors to:

1. Perform any and all duties imposed on them collectively or individually by the Mission Statement and/or these Bylaws.

2. To review project applications and to consider funding those that are found consistent with Mission Statement.

3. Appoint, remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties if any, of all staff, interns, and employees of the Shoreline Preservation Fund.

4. Supervise staff of Shoreline Preservation Fund to assure that their duties are performed properly.

5. Meet at such times and places as required by these Bylaws.

6. Represent the Fund on matters pertinent to their jurisdiction and the SPF Mission Statement, delivering talks before professional, civil, and lay groups and participating in conferences.

SECTION 3.08 DUTIES OF STAFF

The chief function is to aid the Board of Directors in its determination of policies, and to carry out these policies to the satisfaction of the Directors. Within these limits staff makes administrative decisions; originated, coordinates, and organizes comprehensive plans and procedures to the end that maximum services may be provided with reasonable expenditure of allocated funds.

It shall be the specific duties of Staff to:

1. Register addresses of Directors and committee members and notice them of meetings electronically.

2. Provides administrative support to the Board of Directors of the Shoreline Preservation Fund including preparing agendas, memos, minutes, budgets, correspondence, and calendars. Maintains the files, minutes, and confidential documents of the Shoreline Preservation Fund. Provides informational releases to the public.

3. Serves as informational resource to the Applicants and the Board of Directors of the Shoreline Preservation Fund. Analyses the overall functioning of the various branches of government, makes recommendations for solving problems encountered, and initiates action on items needing committee or individual action.

4. Coordinate the approval of funding with that of other University (University of California Santa Barbara) and governmental agencies / policies; cooperate with the legal boundaries established by the Long Range Development Plan of the University of California Santa Barbara, the California Coastal Act, and other applicable coastal (local, state, and federal) laws.

5. Prepare and justify the proposed annual budget. Staff administers the expenditure of funds approved by the Board of Directors.

6. In coordination with the Chair of the Board of Directors, prepare the year’s calendar of regularly schedules meetings and monitor’s the attendance of the Board of Directors at said meetings.

7. Hold office hours, and be able to direct applicants to the appropriate authorities in order to facilitate the eligibility of their proposal.

8. Prepare the annual report in accordance with the Board of Directors.

9. Occasionally monitor progress of Shoreline Preservation Fund projects and update the Board of Directors of Grantee’s progress.

SECTION 3.09 HONORARIA

Directors shall serve without compensation except that they shall be eligible for $200 honoraria per quarter; The Chair will be eligible for $250 honoraria per quarter. Each missed meeting results in a deduction of 25$ from the honoraria provision.

SECTION 3.10 PLACE OF MEETINGS

Meetings shall be held at a location designated by staff in communication with the Board of Directors.

SECTION 3.11 REGULAR AND ANNUAL MEETINGS

Regular meetings of the Board of Directors shall be held on Mondays at 6 p.m. of the second through sixth weeks of fall, winter, and spring quarters of the official academic calendar of the University of California, Santa Barbara, unless such day falls on a legal holiday, in which event the regular meeting shall be rescheduled to a time and date agreed upon by the Board.

SECTION 3.12 SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chair of the Board of Directors, or by any two directors.

SECTION 3.13 OPEN AND CLOSED MEETINGS

Closed meetings are held for the sole purpose of discussion of applications and personal matters.

SECTION 3.14 NOTICE OF MEETINGS

Regular meetings of the Board of Directors may be held without pubic notice. Special meetings of the Board of Directors shall be held upon forty-eight (48) hours notice by electronic mail, web page, and/or public posting to all of the Board of Directors and committee members.

SECTION 3.15 ATTENDANCE

Attendance at all regularly scheduled meetings is required. Twenty-five dollars of honoraria will be deducted from each missed (regularly scheduled) meeting. If a member of the Board of Directors misses two consecutive meetings, there will be no honoraria and a reevaluation of that director is required.

SECTION 3.16 CONTENTS OF NOTICE

Notice of meetings not specified herein will announce the place, day and hour of the meeting. The purpose of any Board of Directors’ meeting need not be specified in the notice.

SECTION 3.17 WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

The transactions of any meeting of the Board of Directors, however called and noticed, or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting. All such waivers, consents, or approvals shall be filed in a part of the minutes of the meeting.

SECTION 3.18 QUORUM FOR MEETINGS

A quorum shall consist of a majority (50% + 1) of the voting membership of the Board of Directors.

No business shall be considered by the Board of Directors at any meeting at which a quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

There shall be an announcement of the time and place of the adjourned meeting. It need not be noticed.

SECTION 3.19 MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.

SECTION 3.20 CONFLICT OF INTEREST

Conflict of Interest is defined as section 8 in the bylaws of the Associated Students of the University of California, Santa Barbara.

SECTION 3.21 CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the Chair of the Board of Directors. The Chair shall have the same rights as the other members of the Board of Directors in voting, introducing motions, resolutions and any discussion of questions that follow said actions.

In the absence of the Chair of the Board of Directors, the Vice-Chairperson of the Board of Directors shall serve as chairperson of the meeting of the Board of Directors. If the Chair and the Vice-Chairperson of the Board of Directors are both absent, the remaining members present shall select one of themselves to act as chairperson of the meeting.

Meetings shall be governed by these bylaws.

The latest edition of Robert’s Rules of Order, Revised shall be used as a general guideline for meeting protocol. The Shoreline Preservation Fund’s policies shall prevail whenever they are in conflict with Robert’s Rules of Order, Revised.

All meetings of the Board of Directors shall commence at the time stated on the agenda and shall be guided by same.

SECTION 3.22 CODE OF ETHICS

The Board of Directors is committed to providing excellence in leadership that results in the highest quality of shoreline preservation in order to assist in the government of the behavior between and among the members of the Board of Directors the following rules shall be observed:

1) The dignity, style, values, and opinions of each Director shall be respected.

2) Responsiveness and attentive listening and communication is encouraged.

3) Adherence to the Mission Statement shall be the priority of the Board of Directors.

4) Routine matters considering the operational aspects of the Board of Directors are delegated to staff.

5) Differing viewpoints are healthy in the decision making process. Individuals have the right to disagree without being disagreeable.

6) Once the Board of Directors makes a decision, Directors should commit to supporting said action and not to create barriers to the implementation of said action.

7) Directors should practice the following procedures:

a) In seeking clarification of informational items, the Board of Directors may approach staff and approved advisors to obtain information needed to supplement, upgrade, or enhance their knowledge to improve decision making.

b) In seeking clarification of policy issues, concerns shall be directed to staff.

c) The work of the Board of Directors is a team effort. All individuals should work together in a collaborative process assisting each other and conducting the affairs of the Board of Directors.

d) When responding to constituent requests and concerns members of the Board of Directors should be courteous when responding to individuals in a positive manner.

e) Issues concerning the Board of Directors shall be brought to the attention of the full Board of Directors rather than to individuals selectively.

f) The executive Director of Associated Students is responsible for monitoring the Board of Director’s progress in attaining its goals and objectives while pursuing its mission.

SECTION 3.23 PROXIES

In the event a member of the Board of Directors cannot attend a regularly scheduled meeting, that member may appoint a proxy. The Board of Directors must approve proxy through majority vote. The proxy shall be given temporary authority of a Director for the duration of that meeting. Appointment of a proxy does not constitute a board director’s attendance at a meeting. Therefore, the absent director is subject to bylaw section 3.09 concerning honoraria.

ARTICLE 4

OFFICERS OF THE BOARD OF DIRECTORS

SECTION 4.01 NUMBER OF OFFICERS

The officers of the Shoreline Preservation Fund shall be a Chair and Vice-Chair.

SECTION 4.02 NOMINATION, ELECTION, AND TERM OF OFFICE

Any member of the Board of Directors may serve as an officer of this Fund via a nomination or self-nomination. The Chair shall be elected by the Board of Directors, at any time by the majority vote of the Board, and the Chair shall hold office for the duration of a term or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Nominee’s for the Chair must abstain from voting in the process of electing a Chair. Vice-Chair shall be appointed by the Chair.

SECTION 4.03 REMOVAL AND RESIGNATION

The Board of Directors may remove any officer, either with or without cause, at any time by majority vote of the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.04 VACANCIES

In the event of vacancy of the Chair by the death, resignation, removal, disqualification, or otherwise the Vice-Chair shall assume the position of the Chair. If Vice-Chair declines appointment of the position of the Chair, they may retain the position of Vice-Chair. In the event of a vacancy of both officers, a new election is held among the Board of Directors.

SECTION 4.05 TEMPORARY ABSENCE

In the event of temporary absence of the Chair, the Vice-Chair assumes the role and duties of the Chair. In the event of temporary absence of both officers, the Staff appoints a member of the remaining Board of Directors to act as a temporary Chairperson.

SECTION 4.06 DUTIES OF CHAIR

The Chair shall preside at all meetings of the Board of Directors. The Chair will coordinate and approve meeting agendas with the Staff. The Chair will act as mediator and facilitator during the Board meetings and will be responsible for holding meetings to the agenda in a timely fashion.

SECTION 4.07 DUTIES OF VICE-CHAIR

In the absence of the Chair, or in the event of his or her inability or refusal to act, the Vice-Chair shall perform all the duties of the Chair, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Chair.

ARTICLE 5

DEPOSITS AND FUNDS

SECTION 5.01 DEPOSITS

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

SECTION 5.02 GIFTS

The Board of Directors may not accept personally or on behalf of the Fund any contribution, gifts, bequest, or devise from applicants. Evidence of acceptance of a gift by a member of the Board of Directors shall be brought to the attention of the Board for review and discussion of possible dismissal.

ARTICLE 6

RECORDS AND REPORTS

SECTION 6.01 MAINTENANCE OF CORPORATE RECORDS

The Fund shall keep at its principal office:

(a) Minutes of all meetings of the Board of Directors indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, receipts, disbursements, gains and losses;

(c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d) A copy of the Fund’s Bylaws as amended to date, which shall be open to inspection by the members, if any, of the Fund at all reasonable times during office hours.

SECTION 6.02 DIRECTORS' INSPECTION RIGHTS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.

SECTION 6.03 PUBLIC INSPECTION RIGHTS

The public has the right to inspect at any reasonable time the books, records, minutes, or project applications of the proceedings of the Board of Directors, upon written demand to the Fund by the public, for a purpose reasonably related to such public interest, upon five (5) business days' prior written demand on the Fund. Cost of reproductions of said documents will not be paid for the Shoreline Preservation Fund.

SECTION 6.04 ANNUAL REPORT

The Board of Directors shall produce an annual report in collaboration with staff not later than one hundred and twenty (120) days after the close of the Fund’s academic year to all directors of the Fund and, if this Fund has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:

(a) The assets of the Fund at the end of the fiscal year;

(b) The changes in assets during the fiscal year;

(c) The revenue or receipts of the Fund, both unrestricted and restricted to particular purposes, for the fiscal year;

(d) The expenses or disbursements of the Fund, for both general and restricted purposes, during the fiscal the annual report.

ARTICLE 7

AMENDMENT OF BYLAWS AND ARTICLES

SECTION 7.01 AMENDMENT

A two-thirds (2/3) vote by the members of the existing Board may amend, create, or repeal a Bylaw/Article unless the Bylaw amendment would materially and adversely affect the rights of members, or the mission of the SPF board.

ARTICLE 8

RESTRICTIONS

The following projects that will be considered ineligible for funding include but are not limited to:

a) Those not in agreement with the California Coastal Act and/or have not been approved by the California Coastal Commission when applicable.

b) Those that have not received written approval by appropriate campus officials prior to consideration.

c) Those for required mitigation. Note: enhancement of/or additions to existing mitigation measures may be considered.

d) Those that maintain, enhance, or construct seawalls, groins, or breakwaters.

ARTICLE 9

FUNDING JURISDICTION

Projects must seek to advance the Shoreline Preservation Fund's Mission Statement, as defined at the beginning of these operating policies, and, with the exception stated below, be conducted within the bounds of the UCSB Shoreline, as delineated on the UCSB Shoreline Map (Figure 1). The Shoreline Preservation Fund recognizes that in order to maintain an ecologically viable shoreline at UCSB it must also recognize its inherent relationship as part of a larger, inter-connected network of physical and ecological processes in this region. For this reason, the Shoreline Preservation Fund will consider funding projects that are either to be conducted within the area delineated on the UCSB Shoreline Map (Figure 1) or to be conducted within the County of Santa Barbara AND clearly show a direct relationship, or strong and convincing relevance, to mission of maintaining the ecological integrity of the UCSB Shoreline (figure 1). Projects that fail to show a nexus to the maintenance of the UCSB shoreline area as defined on the UCSB Shoreline Map (Figure 1) will not be considered for funding.

For the purposes of the Shoreline Preservation Fund, shoreline is defined as natural and human-influenced areas included within the following: beach to closure depth (30 feet deep); coastal wetlands including sloughs, marshes, estuaries, lagoons, and vernal pools; coastal bluffs, sand dunes, and beaches; ecological communities associated with coastal wetlands, coastal bluffs, sand dunes, and beaches.

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AMENDMENT I

PUBLIC REPRESENTATION

No persons, members of the Board of Directors, Staff, employees, advisors, interns, or any persons from the general public shall be allowed to represent, imitate, or speak on behalf of The Shoreline Preservation Fund without the consent granted by an act of the Board of Directors of the Shoreline Preservation Fund with the exception of the current chair of the Board of Directors. Additionally, the current chair of the Board of Directors is allowed to grant the consent of public representation to any Board Members, Staff, employees, advisors, and/or interns.

Ratified November 20, 2000

Majority:

Scott Bull
Craig Revell
Chris Hubbard
John LaBonte
Tim Maddux
Jodie Henri
Maggie Stack

Dissenting:

None

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AMENDMENT II

VACANCY AND APPOINTMENT OF STAFF

Vacancies of any Staff shall exist on the death, resignation, or removal of any staff.

The Board of Directors may declare vacant the position of staff and dismiss any staff that has been declared of unsound mind by a final order of court or convicted of a felony with the exception of (1) any offense that was finally sealed in juvenile court or under a welfare youth offender law, (2) any incident that has been sealed under Welfare and Institutions Code Section 771 or Penal Code Section 1203.45, (3) any conviction specified in Health & Safety Code 11361.5 which pertains to various marijuana offenses.

A notice must be provided no less than one month to the Board of Directors if Staff wishes to resign. The notice must specify a date at which the resignation will be effective.

Vacancies of any Staff may be filled by the majority vote by the Board of Directors. Directors shall take into account the recommendation provided by the exiting Staff.

A person elected to fill a vacancy as provided by this Amendment shall hold the position of staff until his or her death, resignation, or removal.

Ratified January 22, 2001

Majority:

Scott Bull
Craig Revell
Chris Hubbard
John LaBonte
Tim Maddux
Jodie Henri
Maggie Stack

Dissenting:
None

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AMENDMENT III

SELF-INTRODUCTION OF PROJECT PROPOSALS

All project proposals that are initiated by any person internal to the organization of the Shoreline Preservation Fund shall hereafter be referred to as “SELF-INTRODUCED PROJECT PROPOSALS.” Any person who initiates a self-introduced project proposal shall hereafter be referred to as “INTERNAL APPLICANT.”

Any individual Board Member or advisor may submit a self-introduced project proposal for review by the Board of Directors at times that are permitted by the SPF funding cycle. In accordance with section 3.20 of these bylaws, the applying Board Member or advisor will immediately lose all powers and privileges, including voting membership, if any, granted by these bylaws in the discussion, decision, or any related matters associated with the relevant self-introduced project proposal.

Internal applicants shall obey all funding deadlines. Internal applicants shall not receive any special exemptions from what is allowed by the policies of the Shoreline Preservation Fund and these bylaws.

Self-introduced project proposals must have as a sponsor, one or more outside person(s) or organization(s). Such person(s) or organization(s) shall carry any and all liability and shall hold harmless the Shoreline Preservation Fund and the Associated Students of UCSB. Such an agreement shall be coordinated and approved by staff.

No more than one Board Member or advisor may apply for the same self-introduced project proposal. Any communication by an internal applicant with another Board Member ex parte to the quorum of the Board of Directors regarding the proposal must be disclosed by an oral or written statement submitted to staff prior to the next scheduled meeting of the Board of Directors.

Any one Board Member shall be prohibited from submitting more than one (1) self-introduced project proposal during any academic quarter over the amount of five hundred dollars ($500). Such a limitation shall not apply to self-introduced project proposals equal or under the amount of five hundred dollars ($500).

Any persons serving as staff of the Shoreline Preservation Fund shall be prohibited from initiating or participating as an applicant in any project proposal.

Proxies appointed by internal applicants will also lose all powers and privileges, including voting membership, if any, granted by these bylaws in the discussion, decision, or any related matters associated with the relevant self-introduced project proposal.

Internal applicants shall be prohibited from the use of the SPF e-mail listserv, or any other internal communication capabilities that the organization may have, in the discussion, decision, or any related matters associated with the relevant self-introduced project proposal.

Ratified June 12, 2001

Majority:

Craig Revell
Scott Bull
Maggie Stack
John LaBonte
Tim Maddux
Jodie Henri

Dissenting:

None

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