Dated: September 13, 2017                        

Au Mojave Prospectors of Hesperia, CA.
EIN No 57-1230697 / DLN No. 607078060
 By-Laws

ARTICLE  ONE    
NAME 
The name of the organization is and shall be Au Mojave Prospectors of Hesperia, CA a non-profit corporation, Incorporated in the State of California, sometimes referred to herein as “AuMP” or “the Corporation”. 

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ARTICLE TWO
OFFICE
  The principal mailing address of the Corporation shall be P. O. Box 401341, Hesperia, CA, 92340, located in the County of San Bernardino, 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. 

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ARTICLE THREE
PURPOSE
     Section 1
          The Corporation’s purpose is to provide an environment for both members and any other persons interested and to increase public awareness, with education of ecologically sound prospecting, small scale mining, and treasure hunting, for adults, families and their children.  This includes training and education of locating, identification and legal removal of minerals, caches and treasures while keeping in mind the preservation of the environment and wild habitat. This shall be accomplished through lectures, demonstrations, and hands on training at meetings, outings or any other setting deemed appropriate to the Board of Directors and at no cost to the participants. 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) 7 of the Code.  All references to the Code contained herein are deemed to include corresponding provisions of any future United States Internal Revenue Law.
      
ARTICLE FOUR
MEMBER 
            SECTION 1.   MEMBERSHIP.  
            There shall be three categories of members, as follows: 
A. VOTING-CATEGORY Member shall be a member in good standing with the Gold Prospectors Association of America (GPAA) along with Lost Dutchman Mining Association (LDMA) and attending at least three General Meetings or 2 meetings and 1 chapter outing in 6 months and to remain a member in good standing attend 5 meetings in a year otherwise you will be moved to a visitor status.
B.  A SUPPORTING CATEGORY Member can be any person who is not a member of GPAA or LDMA and attends at least three General Meetings or 2 meetings and 1 chapter outing in the past twelve months.
C.  A VISITING CATEGORY Member can participate. 

           SECTION 2. DISTRIBUTION OF THIS PUBLICATION.                                                                    
  A copy of these Bylaws and Policies & Procedures shall be posted on the chapters website (www.goldmojavehesperia) or a hard copy can be requested by a member.

         SECTION THREE. VOTING RIGHTS. 
   Each Voting-Category Member in good standing shall be entitled to one vote on each matter submitted to a vote on the members. Proxy voting will not be allowed. However, in the case of elections of Officers or Board Members, absentee voting shall be allowed. Supporting-Category Members and Visiting category members do not have the right to vote in the elections of officers and board members.
 
            SECTION 4.  TERMINATION/SUSPENSION 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 of the Corporation for cause after an appropriate hearing before the Board. The term “for cause” shall include (a) the member’s conviction for a felony, (b)  acts of reckless endangerment, (c) failure to perform commitments made to the Corporation, (d) conduct on the part of the member that would render him/her ineligible for indemnification if required by the Board and member conduct which constitutes a conflict of interest with AuMP.

No termination or suspension of membership shall be effective unless:
            A)    The member is given a 30-day written notice of the proposed termination or suspension of membership and of reasons therefore,
            B )    Such notice is delivered personally or by first class or certified mail sent to the last address of the member shown on the Corporation’s records; and,
            C )    Such notice sets forth a procedure determined by the Board of Directors or a 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. RESIGNATION. 
    Any member may resign by submitting a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation of promptly paying any assessments, or other charges theretofore accrued and unpaid. 

            SECTION 6. REINSTATEMENT.
    On written request by a former member submitted to the Secretary, the Board of Directors, by affirmative vote of the majority of its members, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate. 

            SECTION 7. TRANSFER OF MEMBERSHIP.
    Membership in the Corporation is not transferable or assignable. 

            SECTION 8. MEMBERSHIP GUIDELINES. 
    It is each member’s responsibility to read, understand, and abide by the AuMP Bylaws, Rules and Regulations.  Violations of any rule, regulation, or bylaw are subject to review by the Board of Directors. 

                                                           
ARTICLE FIVE 

MEETINGS OF MEMBERS 
            SECTION 1. ANNUAL MEETINGS. 
    Annual Meetings of the members shall be held in San Bernardino County, California, on the third Thursday during the month of March in each year, beginning in 2004, at 7:00 PM (or such other time on the date as the Board of Directors may determine) for the purpose of electing Officers and Directors, and for the 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 Officers and Directors is not held on the day designated herein for any meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is reasonably practicable. 

            SECTION 2. SPECIAL MEETINGS. 
     Special meetings of the members may be called by the President/Chairperson, the Board of Directors, or not less than ten percent (10%) of the members having voting rights at a time and place designated by the Secretary. If no designation is made, the place of the meeting shall be the principal office of the Corporation.

            SECTION 3.  NOTICE OF SPECIAL MEETING.  
    E-Mail or Phone notice stating the place, day, and hour of a Special Meeting of the members shall be given either personally, by Email or by phone 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; Members entitled to attend such meeting shall be determined as of four 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) stated in the notice. 

            SECTION 4 QUORUM.
      At the Annual, General or any Special Meeting of the Corporation, a quorum shall consist of those members present and entitled to vote, provided that a minimum of seven (7) voting members are present. 

            SECTION 5. MEMBERSHIP LIST.
     The Secretary shall keep the listing of all members.  Any mailing list of AuMP Members shall be used for AuMP business only. All other uses are strictly prohibited unless the majority of members present at a meeting vote otherwise. 

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ARTICLE SIX 

BOARD OF DIRECTORS 
            SECTION 1.  GENERAL POWERS. 
     The affairs of the Corporation shall be managed by its Board of Directors. 

            SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS.  
    The number of Directors shall be at least three (3) but up to a maximum of Ten (10) elected Board                                                
  Officials and up to eight Appointed chairpersons.  The Board of Directors or the General Membership shall, by action taken from time to time, establish the number of Directors that make up the Board. Directors shall be elected at the Annual Meeting of the members and shall serve for one year terms. The Appointed Chairpersons shall be appointed by, and serve under the direction of the President. Only board members and officers elected by membership shall have a vote except in the case of a filled vacancy as described in article six section (8), and article seven sections (5), (6). 

            SECTION 3. REGULAR MEETINGS. 
   A Board meeting shall be held within (3) weeks after the appointment of the new Board and every (3) months there after,) without any notice other than these bylaw, on a date as decided by the board (except when conflicting with a declared holiday) for the purpose of conducting the business of the Corporation. The regular meeting shall be held at the principal office of the Corporation in the absence of any other designation by the Secretary. The time of these meetings shall be determined by resolution of the Board.

            SECTION 4. SPECIAL MEETINGS.  
    Special Meetings of the Board of Directors may be called by or at the request of the President/Chairperson or any two (2) Directors, and shall be held at the principal office of the Corporation or at such place as the Secretary may determine.

           SECTION 5. NOTICE.           
   Notice of any Special Meeting of the Board of Directors shall be given at least (3) day prior notice to all Board members by written notice and hand delivered personally or sent by E- Mail with a requested 
E-Mail reply, such notice shall be deemed delivered. Any Director may waive of notice of such meeting(s). The attendance of a Director shall constitute a Waive of Notice of such meeting, unless a Director attends such meeting for the express purpose of objecting to the transactions of any business because the meeting is not lawfully called or convened. The reason for calling a special meeting shall be specific in the notice of Waive of Notice of such meeting.

            SECTION 6. QUORUM.  
    The presence of three (3) Directors of the Board of Directors shall constitute a quorum for opening any meeting of the Board; but any number of Directors 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 majority of the Directors present at a meeting shall be the act of the Board of Directors, unless the act of a greater number is required by law or these bylaws. 

            SECTION 8. VACANCIES.  
    Any vacancy occurring on the Board of Directors, and any Directorship to be filled by reason of any increase in the number of Directors, shall be filled by action of the Board of Directors. A Director appointed to fill a vacancy shall serve for the remainder of the term of his/her predecessor in office. Each such appointment by the Board shall be subject to the approval or disapproval of the general members at a regular or special meeting called for that purpose.                                                                  
            SECTION 9. COMPENSATION.  
    Directors shall not receive any salary for their services, but by resolution of the Board of Directors, reimbursement for all or a part of expenses actually incurred in connection with attendance at any regular or special meeting of the Board may be allowed

            SECTION 10. BUDGET.  
    The Board shall review and approve an annual budget in November for the Corporation based upon projected income and expenses for the coming year, to be published and handed-out at the Annual Meeting.     

ARTICLE SEVEN 

OFFICERS 
          SECTION 1. OFFICERS.  
    The Officers of the Corporation shall be a President (who shall be the “Chairperson” of the Board; a Vice President, a Secretary, a Treasurer, Claims officers and such other chairpersons as shall be appointed by the Board. All officers shall have the authority to perform the duties as shall be prescribed, from time to time, by the Board of Directors. The offices of Secretary and Treasurer may be held by the same person. 

            SECTION 2. ELECTION AND TERM OF OFFICE.  
    The Officers of the Corporation shall be elected at the Annual Meeting of the members in good standing with the GPAA and shall serve for one-year terms. If the election of Officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. The Board Members may be filled by the same person for an independent number of Terms. With each Term lasting a single year. 

            SECTION 3. REMOVAL.  
    Any Chairperson appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contact rights, if any, of the officer so removed. 

          SECTION 4. VACANCIES. 
    A vacancy in any officer position because of death, resignation, removal, disqualification, or otherwise shall be filled by action of the Board of Directors. An officer appointed to fill a vacancy shall serve for the reminder of the term of his/her predecessor. Each such appointment by the Board shall be subject to the approval or disapproval of the general members at a regular or special meeting called for that purpose. 

            SECTION 5. 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 shall appoint a Parliamentarian who shall be knowledgeable of Roberts Rules of Order.  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.

           SECTION 5. Continued
   He/She shall act as operating and directing head of the Corporation, subject to policies and limitations established by the Board of Directors. 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 approval or disapproval of the general members at a regular or special meeting called for that purpose. 

            SECTION 6. 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.  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 duties as assigned by the President/Chairperson or the Board of Directors. 

            SECTION 7. SECRETARY. 
   The Secretary shall see that the minutes of all meetings of the General Membership and the Board of Directors are taken and kept. 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, and, in general, shall perform all duties incident to the office of Secretary of a corporation and such other duties as may be assigned to him/her. 

            SECTION 8. 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.  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, Directors, and member at proper times.  The Treasurer shall have charge of the preparation of the annual budget and filling of such reports, financial statements, and returns as may be required by law. He/She shall give to the Corporation such fidelity bond as may be required by the Board Chairperson, and the premium therefore shall be paid by the Corporation as an operating expense. 

            SECTION 9. SECRETARY-TREASURER.  
   The offices of Secretary and Treasurer may be filled by a single person. 

            SECTION 10. POWERS AND DUTIES.  
   The several officers shall have such additional powers and shall perform such additional duties as may from time to time be specified in resolutions or other directives of the Board of Directors

                                                      
ARTICLE EIGHT 

COMMITTEES OF THE BOARD 
    Committees of Board Members may be established from time to time and their respective members appointed by a majority vote of the Board of Directors.  The Board shall, when necessary, establish a Nominating Committee and a Membership Committee. 

            SECTION 1. NOMINATING COMMITTEE.  
   This Committee shall be chaired by an appointed Board member. This Committee shall annually propose a slate of officers and directors to be voted on by the membership. 

            SECTION 2. MEMBERSHIP COMMITTEE.  
   This Committee shall be chaired by the same elected Board member in section 1 of Article Eight. This Committee shall be responsible for obtaining and retaining members.

ARTICLE NINE 

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  
   All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation, shall be signed by the President, Vice President or Treasurer of the Corporation. 
            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, or devise for any purpose of the Corporation. The Board will determine if these gifts will be sold, raffled or used by the chapter.

           SECTION 5. EXPENDITURES.  
   Any Expenditures greater than $500.00, regardless of whether they are budgeted, must be approved by the Board of Directors and the Voting Membership at the Annual Meeting or other regular meetings of the members. 
                                                        
ARTICLE TEN 

BOOKS AND RECORDS

              A.  The Corporation shall keep correct 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 the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his/her agent or attorney, for any business purpose at any reasonable time.     
              B.  Each Board member shall be responsible for keeping their chapter record book up to date and forwarding their book to the in coming board member or the seated Secretary.  
           
ARTICLE ELEVEN 

FISCAL YEAR 
    The fiscal year of the Corporation shall begin on September 1st and end at midnight on August 31st.  

ARTICLE TWELVE 

OPERATING FUNDS 
    Operating funds may be obtained through merchandise sales, raffles, donations, advertisement sales, and educational fund raising activities. 

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ARTICLE THIRTEEN 

             SECTION 1. AMENDMENT OF BYLAWS. 
    These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the Directors or voting members present at a regular meeting or special meeting of the Board or members, respectively, if at least thirty (30) days written notice is given of the intention to alter, amend, or repeal, or to adopt new bylaws at such meeting. Such notice shall include the proposed changes.

             SECTION 2. ATTACHMENTS.        
   A copy of all "ADOPTIONS AND AMENDING CERTIFICATIONS" shall be attached after ratification and again after changes are incorporated into the document for a before and after change record.