Our Mission

BYLAWS OF THE MATURANGO MUSEUM OF THE INDIAN WELLS VALLEY

 A California Nonprofit Public Benefit Corporation

As Approved by the Membership on 03-23-2024

 

ARTICLE I – NAME

 

Section 1.  The name of this Corporation shall be the Maturango Museum of the Indian Wells Valley.

 

ARTICLE II – PURPOSE

 

Section 1.  The Maturango Museum of the Indian Wells Valley (hereinafter referred to as the “Museum”) is a nonprofit public benefit corporation whose purpose is to preserve, interpret, and develop an appreciation of the Northern Mojave Desert through research and education in the Natural and Physical sciences, and to promote the arts.

 

 

ARTICLE III – OFFICES

 

Section 1.  The principal office for the transaction of the business of the Corporation is fixed and located at 100 E. Las Flores Avenue, Ridgecrest, California, County of Kern.  The Board of Trustees (hereinafter referred to as the “Board”) is hereby granted full power and authority to change the principal office from one location to another location within the same county.

 

Section 2.  Branch or subordinate offices may at any time be established by the Board at any place or places where the Corporation is authorized to do business.

 

ARTICLE IV – MEMBERSHIP

 

Section 1.  Membership in the Museum shall be in consideration of dues, contributions, or donations.

 

Section 2.  The various categories, rights, and privileges, including voting, of membership shall be as determined by the Board and documented in the Maturango Museum Policies and Procedures document (see Article VIII Section 3).

 

 

 

ARTICLE V – DUES AND CONTRIBUTIONS

 

Section 1.  The annual dues, or proration thereof, of various categories of membership shall be as determined by the Board.

 

Section 2.  To provide financial stability and security for the Museum’s operation, the Board shall establish and manage a quasi-endowment fund.  Contributions to this fund shall be invested to generate current income, which shall be used as directed by the Board.  Withdrawal of the donated principal from the fund shall be recommended by the Board and be approved by a two-thirds vote of the members present and qualified to vote at any annual or special meetings of the Museum at which a quorum, as hereinafter defined, is present.  Any fees charged for managing the Fund can be paid without requiring a vote of the Museum membership.

 

 

ARTICLE VI – MANAGEMENT

 

Section 1.  The Board is composed of nine Trustees who shall be members of the Museum and who shall be elected by the membership of the Museum.  The Board shall be responsible for establishing policies for the Museum. The Board shall employ a Chief Executive Officer (hereinafter called the CEO) who is not a member of the Board, and the Board shall fix his or her compensation for that position.  The CEO shall hold office at the pleasure of the Board.  A two-thirds majority vote of the whole Board is necessary for the removal of the CEO.

 

Section 2.  The Trustees shall each serve for three years or until a successor is elected. All Trustees shall be elected for terms of three years. Three shall be elected and three retired each year.  The exception is when a Trustee is elected by the Museum membership to serve the unexpired portion of the term of a vacated Board position.  No Trustee shall serve for more than two full consecutive elected terms unless this restriction is waived by a majority of the Board.  A lapse of one year shall be sufficient to re-establish eligibility.

 

Section 3.  A President, a Vice-President, a Secretary, and a Treasurer shall be elected annually by the Board from among its members and shall serve for one year or until a successor is elected.  These Officers shall also be the Officers of the Museum.

 

Section 4.  No member of the Board shall receive compensation from the Museum for services performed in the capacity of Trustee.

 

Section 5.  A Trustee may be reimbursed for actual expenses incurred for activities directly related to and for the benefit of the Museum.  The amount must be approved before the activity and provided for in the annual budget or recommended by the CEO and approved by the Board.

 

Section 6.  The Museum may not be a party to any transaction in which one or more of its Trustees has a material financial interest, unless after full disclosure to the Board of all material facts as to the proposed transaction and the nature and extent of the interested Trustee’s interest, and, after investigation and report to the Board as to alternative arrangements of the proposed transaction, the majority of the Trustees then in office, without counting the vote of the interested Trustee(s), at a regular or special meeting, find that the transaction is in the Museum’s best interest and for the Museum’s own benefit, the transaction is fair and reasonable to the Museum, and, the Museum could not have obtained a more advantageous arrangement with reasonable efforts under the circumstances.

 

Section 7.  There shall be one standing committee of the Board called the Executive Committee, and one Advisory committee called the Accessions Committee. The Board may create additional committees as it deems necessary.

 

Section 8.  The Executive Committee shall consist of the four Officers of the Board.  The President and Secretary shall be its Chairman and Secretary, respectively.  Three members shall constitute a quorum.

 

Section 9.  The Accession Committee shall consist of at least six persons to include the Board President and Secretary (or their appointed representatives) who may serve as Chairperson and Secretary, respectively, of the Accession Committee and one other appointed Trustee, the CEO, a Museum Curator, and any other person who may be deemed necessary or appropriate.

 

Section 10. The Fundraising Committee shall consist of at least five persons to include at least two Board members appointed by the President, with one serving as Chairperson.

 

Section 11.  All committees of the Board shall be appointed by a majority of the Board and shall cease to exist at the call to order of the Annual Board meeting.

 

Section 12.  The Board shall appoint an Acting CEO to act for the CEO in a management capacity when the position is vacant or in the event the CEO becomes temporarily incapacitated, as defined in the Maturango Museum Policies and Procedures document.

 

Section 13. The Board shall maintain a Maturango Museum Policies and Procedures document. This document will be reviewed annually to ensure it is up-to-date and that Board policies continue to be relevant. The document will be made available to the Board, the CEO, and Museum staff to ensure the policies are followed.

 

 

ARTICLE VII – INDEMNIFICATION

 

Section 1.  The Board shall be indemnified by the Museum for cost or liabilities in connection with any lawsuit involving them in their official capacity.

 

Section 2.  No Board member shall be indemnified if negligent in the performance of his or her duties on the Board, or for willful misconduct.

 

ARTICLE VIII – DUTIES OF OFFICERS

 

Section 1.  The President shall exercise general supervision of the affairs of the Museum Board and shall preside at its meetings.  The President shall be chairman of the Executive Committee and may be chairman of the Accession Committee.  The President or the President’s designee may, at the President’s discretion, be an ex-officio member of all other committees except the Nominating Committee.

 

Section 2.  The Vice-President shall act for the President in the absence of the President.

 

Section 3.  The Secretary shall be responsible for the official records of the Museum except those specifically placed under the control of another Officer.  The Secretary shall issue notices and ensure that minutes and copies of all attachments thereto are kept of all meetings of the general membership, the Board, the Executive Committee, the Accessions Committee, and all other committees appointed by the Board.  These minutes shall be recorded according to Robert’s Rules of Order and kept in books belonging to the Museum and shall be open to the inspection of the Board and to the Museum membership.  The Secretary shall be responsible for ensuring that the Maturango Museum Policies and Procedures document and the Maturango Museum Board Handbook are updated and maintained to reflect current Board policy.

 

 

Section 4.  The Treasurer shall have oversight of all funds and securities of the Museum and shall have responsibility for oversight of the Museum’s financial records. The Treasurer shall make a full report at the Annual Membership meeting on the financial condition of the Museum and of receipts and disbursements of the preceding year.  The Treasurer shall see that all Museum accounts are kept in books belonging to the Museum which shall be open to inspection by the Board.  A summary of the monthly financial statement shall be open for inspection by the Museum membership.  The Treasurer shall see that a monthly report of income, expenses, assets, and liabilities is presented to the Board at each Board meeting.

 

 

ARTICLE IX – DUTIES OF COMMITTEES

 

Section 1. The Chairpersons of all committees are responsible for providing written or verbal reports of activities, or lack there-of, to each Board meeting to be included in the minutes of the meetings of the Board.

 

Section 2.  The Executive Committee shall have general power to conduct the business of the Museum as defined in the Maturango Museum Policies and Procedures and subject to approval of the Board.  The Committee shall meet as deemed necessary by the Board.  Three members of the Committee shall constitute a quorum.

 

Section 3.  The Accession Committee shall make recommendations to the Board regarding additions to or removals from the collection, whether temporary or permanent.  The Board shall have the authority to make a commitment from funds for purchase of material for the collections.  The Committee shall meet as deemed necessary by the Board or the members of the Committee.  Four members shall constitute a quorum.

 

Section 4. The Fundraising Committee develops policies, plans, procedures, and schedules for the Board involvement in fundraising.  It conducts all fundraising campaigns and assures that all fundraising campaigns are executed as often as needed to raise funds sufficient to meet operating needs and Board agreed upon projects and activities. It helps educate Board members about the organization’s program plans and the financial resources needed to realize those plans. It can familiarize members with fundraising skills and techniques so that they are comfortable raising money.  The Fundraising Committee is the Board’s central source of information about the fundraising climate in general and the status of the Museum’s fundraising activities in particular.  The Fundraising Committee sometimes sets suggestions for Board member contributions and solicits those contributions.  The Fundraising Committee also plays a strong role in identifying, cultivating, and approaching major donors.

 

 

ARTICLE X – DUTIES OF CHIEF EXECUTIVE OFFICER

 

Section 1.  The CEO shall be the Chief Executive Officer of the Museum. The CEO will carry out the policies established by the Board.  Acting under the authority and control of the Board, the CEO shall have direction and control of all operations of the Museum.  The CEO shall be the official medium of communication between the Board and the Museum staff.

 

Section 2.  The CEO shall act in accordance with the Employee Handbook, including hiring and removing all other employees of the Museum.

 

Section 3.  The CEO shall attend all meetings of the Board, the Annual Membership meeting and any other meetings as required by the Board.  The CEO may also attend any meetings concerning Museum activities.

 

Section 4.  The CEO shall submit to the Board, prior to the Annual Membership meeting, a report reviewing the work of the Museum for the previous year.  The CEO shall present this report to the Museum membership at the Annual Membership meeting.  The CEO shall present at any regular or special meetings such other reports and recommendations as the CEO may deem advisable or as the Board may require.

 

ARTICLE XI – FINANCIAL METHODS

 

Section 1.  No financial obligation shall be contracted without approval of the Board specifically or by adoption of a budget.

 

Section 2.  No financial obligations shall be paid unless approved by the CEO, or by a designated representative approved by the Board.

 

Section 3.  The Board of Trustees shall ensure the Museum takes all necessary and appropriate measures to ensure the safekeeping of all Museum funds and that generally accepted accounting principles are followed..

 

 

ARTICLE XII – MEETINGS

 

Section 1. Any meetings of the Maturango Museum may be conducted in person or via electronic means.

 

Section 2.  The Annual Membership meeting shall be held in the first quarter of the new fiscal year at a time to be determined by the Board or at any time thereafter to which the said meeting may be adjourned.

 

Section 3.  A special meeting of the Museum membership shall be called at any time by the Secretary upon order of the majority of the Board, or upon written request of five percent or more of the Museum membership.  No business may be transacted at a special meeting that is not specified in the call for the meeting.

 

Section 4.  Notice of meetings of the Museum membership except meetings dealing with proposed Bylaw changes (see Article XVI Section 1) shall be mailed via first class, or certified mail or by electronic means by the Secretary to all members at least ten days prior to the date of the meeting or announced in the Museum’s newsletter or by bulk mail and mailed at least twenty days prior to the date of the meeting.

 

Section 5.  At any meeting of the Museum membership, five percent of current members shall constitute a quorum.

 

Section 6.  Regular meetings of the Board shall be held at least once a month.  The first Board meeting following the Annual Membership meeting shall be the Annual Board meeting for the purpose of organization, election of Officers and the transaction of other business.  The newly elected Board Officers shall immediately assume their responsibilities upon completion of the election.

 

Section 7.  Special meetings of the Board shall be called at any time by the Secretary upon order of the President or by written request of three Trustees.

 

Section 8.  A minimum of three days’ notice of all meetings of the Board shall be given by the Secretary to all Trustees.

 

Section 9.  At meetings of the Board, five Trustees shall constitute a quorum.  Business may be transacted by the written or oral assent of a majority of the Trustees present at the meeting and voting.

 

Section 10. Urgent business, except for personnel matters, may be conducted by means of a telephone poll or by electronic means.  Action requested in this manner must be approved by a majority of the Board.  Such actions are to be reported at the next Board meeting and documented in the minutes for that meeting.

 

ARTICLE XIII – NOMINATION AND ELECTIONS

 

Section 1.  Nominations for election to the Board shall be made by a Nominating Committee of five members of the Museum of whom not more than two may be Trustees.  The Nominating Committee shall be elected by the membership at the Annual Membership meeting and shall serve for one year.

 

Section 2.  A vacancy on the Nominating Committee during the year shall be filled by a majority vote of the Board of Trustees after consideration of any recommendations by the nominating committee.

 

Section 3.  A vacancy on the Board shall be filled by majority vote of the Board after consideration of any recommendations made by the Nominating Committee and shall hold office until the next Annual Membership meeting at which time any unexpired term of that Trustee shall be filled by vote of the general membership.

 

Section 4.  The Nominating Committee is responsible for developing a slate of candidates with at least one name per expiring term and/or vacant seat. The proposed slate of candidates will be presented to the Museum membership at the Annual Membership meeting prior to opening the floor for nominations and followed by an election by ballot. Nominations from the floor require the prior consent of the nominee. Only members in good standing shall be eligible for nomination. At the Board’s discretion, voting may take place by electronic means prior to the Annual Membership meeting with winning candidates announced at the Annual Membership meeting. If voting is conducted electronically, any member may nominate and vote for a write-in candidate.

Section 5.. In case of a tie in voting, a fair coin will be tossed to determine the winner. The successful candidates shall enter upon duty at the commencement of the next Board meeting.  Outgoing Trustees and Officers shall continue to serve until the commencement of that meeting.

 

 

Section 6.  Any Trustee absent from three (3) consecutive or four (4) regular Board meetings in any twelve (12) month period will be sent notice by the Secretary by certified mail asking the Trustee to present reason for their absence. If the Trustee fails to give a reason which is satisfactory to the Board, the position shall be considered vacant and shall be filled at any regular or special meeting of the Board after consideration of any recommendations made by the Nominating Committee.

 

Section 7.  A Trustee who is determined to be acting in violation of the Museum bylaws, or in a manner which may harm the Museum, may be removed for cause by a majority vote of the full Board. Following notification of their removal, the position shall be considered vacant and shall be filled at any regular or special meeting of the Board.

 

ARTICLE XIV – PARLIAMENTARY PROCEDURE

 

Section 1.  Except as otherwise provided or required by these bylaws, the accepted rules of parliamentary procedure, as outlined in Robert’s Rules of Order (most recent Revised Edition), shall be applicable to the conduct of all meetings.

 

ARTICLE XV – DISSOLUTION

 

Section 1.  In the event of dissolution of the Corporation, the assets of the Corporation shall be distributed to educational organizations within the State of California that qualify for exemption from the Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954, or the most recent of any succeeding revision.

 

Section 2.  The surviving members of the Board shall have the sole authority to transfer the Corporation’s assets pursuant to Section 1, above, pertaining to dissolution.

 

ARTICLE XVI – AMENDMENTS TO BYLAWS

 

Section 1.  These Bylaws may be amended by either of the following methods: (1) by a two-thirds vote of the members present and qualified to vote at any meeting of the general membership of the Museum provided that the purpose of the proposed amendments shall have been  provided to all members attending; or (2) by a two-thirds vote of all current members responding via an electronic ballot provided them with the proposed changes at least thirty days prior to the mandatory return date.

 

To obtain an appreciation of the scale of the museum’s impact on our community, see a summary of activities from recent years. Here is a link to learn more: