BYLAWS
OF
THE ESCONDIDO CREEK CONSERVANCY
A CALIFORNIA PUBLIC BENEFIT CORPORATION
ARTICLE 1

OFFICES 
SECTION 1. PRINCIPAL OFFICE
The principql office of the corporation for the transaction of its busi-
ness is located at 19828 Fortuna del Este, Escondido,-SanDiegv County, 
California.
SECTION 2. CHANGE OF ADDRESS
The county of the corporation's principal office can be changed only by 
amendment of these Bylaws and not otherwise. The Board of Directors 
may, however, change the principal office from one location to another 
within the named county by noting the changed address and effective date 
below, and such changes of address shall not be deemed an amendment of 
these Bylaws.
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, 
without the state of California, where it is qualified to do 
as its business may require and as the board of directors may, 
to time, designate.
within or 
business, 
from time
ARTICLE 2
PURPOSES
SECTION 1. PURPOSES
The corporation is organized under the Nonprofit Public Benefit Corpora-
tion Law of California exclusively for charitable and educational pur-
poses, within the meaning of Section SOl(c)(3) of the Internal Revenue
1

 
Code of 1954.
The specific purposes of this corporation include, but are not limited 
to: the preservation and enhancement of open space lands located 
within the watershed of Escondido Creek and surrounding areas for 
scientific, educational, recreational, ecological, scenic or open space 
purposes; and the establishment and operation of restoration and enhance 
ment programs. Preservation and enhancement may be accomplished, 
wj.thout limitation, by acquiring real property or partial interests 
therein, including conservation easements and recording appropriate in-
struments necessary to protect in perpetuity the physical environment of 
the area for wildlife, ecological and aesthetic purposes beneficial to 
the public interest.
SECTION 2. LIMITATIONS
Such purposes for which this corporation is organized are exclusively 
charitable and educational within the meaning of Section 501(c)(3) of 
the Internal Revenue Code of 1954. Notwithstanding any other provision 
of the articles or these Bylaws, the corporation shall not carryon any 
activities not permitted to be carried on (a) by a corporation exempt 
from federal income tax under Section SOl(c)(3) of the Internal Revenue 
Code of 1954 (or the corresponding provision of any future United States 
Internal Revenue Law), or (b) by a corporation contributions to which 
are deductible under Section 170(c)(2) of the Internal Revenue Code of 
1954 (or the corresponding provision of any future United States Inter-
nal Revenue Law).
ARTICLE 3
DIRECTORS
SECTION 1. NUMBER
The corporation shall have at least five (5) but no more than seventeen 
(17) directors and collectively they shall be known as the Board of 
Directors. The exact number of directors shall be fixed, within those 
limits, by resolution adopted by the Board of Directors. The limiting 
numbers 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.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Cor-
2

 
poration law and any limitations in the Articles of Incorporation and 
Bylaws relating to action required or permitted to be taken or approved 
by the members, if any, of this corporation, the activities and affairs 
of this corporation shall be conducted and all corporate powers shall be 
exercised by or under the direction of the Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or in-
dividually by law, by the Articles of Incorporation of this corporation, 
or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise 
provided in these Bylaws, prescribe the duties and fix the compensation, 
if any, of all officers, agents and employees of the corporation;
(c) Supervise all officers, agents and employees of the corporation to 
assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the corporation and 
notices of meetings mailed or telegraphed to them at such addresses 
shall be valid notices thereof.
SECTION 4. TERMS OF OFFICE
Each director shall hold office for a period of three years and until a 
successor is elected and qualifies; except that with respect to initial 
directors two shall hold office for a one year term, two shall hold of-
fice for a two year term and three shall hold office for a three year 
term, each until the next applicable annual meeting for election of the 
Board of Directors as specified in these Bylaws. Further, the term of 
office limit period as to each initial director shall begin upon the 
date of the first annual meeting following the organization of the cor-
poration. Upon any increase in the number of directors as provided in 
these Bylaws, terms of such additional directors shall be estabiishedso 
as to provide that, as near as numerically possible, only one third of 
all directors shall be appointed or reappointed annually. Accordingly, 
such newly appointed additional directors shall serve, for their first 
term, either one, two or three year terms as may be applicable pursuant 
to these requirements.
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SECTION 5. COMPENSATION
Directors shall serve without compensation except that they shall be al-
lowed reasonable advancement or reimbursement of expenses incurred in 
the performance of their regular duties as specified in Section 3 of 
this Article. Directors may not be compensated for rendering services 
to the corporation in any capacity other than director unless such other 
compensation is reasonable and is allowable under the provisions of Sec-
tion 6 of this Article.
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than 
forty-nine percent (49%) of the persons serving on the board may be in-
terested persons. For purposes of this Section, "interested persons" 
means either:
(a) Any person currently being compensated by the corporation for serv-
ices rendered it within the previous twelve (12) months, whether as a 
full - or part-time officer or other employee, independent contractor, 
or otherwise, excluding any reasonable compensation paid to a director 
as director, or
(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, 
sisteL-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-
law of any such person.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless 
otherwise provided by the board or at such place within or without the 
State of California which has been designated from time to time by 
resolution of the Board of Directors. In the absence of such designa-
tion. any meeting not held at the princ.ipal office of the corporation 
shall be valid only if held on the written consent of all directors 
given either before or after the meeting and filed with the Secretary of 
the corporation or after all board members have been given written 
notice of the meeting as hereinafter provided for special meetings of 
the board. Any meeting, regular or special, may be held by conference 
telephone or similar communications equipment, so as long as all direc-
tors participating in such meeting can hear one another.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held on the second Wednesday of
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each month at 7:30 PM unless such day falls on a legal holiday, in which 
event the regular meeting shall be held at the same hour and place on 
the next business day.
If this corporation makes no provision for members, then, at the annual 
meeting of directors held on the second Wednesday of March, directors 
shall be elected l?y the Board of Directors in accordance with this sec-
tioIl. Cumulative voting by directors for the election of directors 
shall not be permitted. The candidates receiving the highest number of 
votes up to the number of directors to be eleGted shall be elected. 
Each director shall cast one vote, with voting being by ballot only.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairper-
son of the board, the President, the Vice President, the Secretary, or 
by any two directors, and such meetings shall be held at the place, 
within or without the State of California, designated by the person or 
persons calling the meeting, and in the absence of such designation, at 
the principal office of the corporation.
SECTION 10. NOTICE OF MEETINGS
Regular meetings of the board may be held without notice. Special meet-
ings of the board shall be held upon fOUL (4) day's notice by first-
class mail or forty-eight (48) hours' notice delivered personally or by 
telephone or telegraph. If sent by mail or telegraph, the notice shall 
be deemed to be delivered on its deposit in the mails or on its delivery 
to the telegraph company. Such notices shall be addressed to each direc-
tor at his or her address as shown on the books of the corporation. 
Notice of the time and place of holding an adjourned meeting need not be 
given to absent directors if the time and place of the adjourned meeting 
are fixed at the meeting adjourned and if such adjourned meeting is held 
no moLe than twenty-four (24) hours from-the time of the original meet-
ing. Notice shall be given of any adjourned regular or special meeting 
to directors absent from the original meeting if the adjourned meeting 
is held more than twenty-four (24) hours from the time of the original 
meeting.
SECTION 11. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, 
day and hour of the meeting. The purpose of any board meeting need not 
be specified in the notice.
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SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The tLansactions of any meeting of the board, 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 each 
director not present either signs a waiveL of notice, or a consent to 
holding the meeting, or an approval of the minutes thereof. All--such 
waivers, consents, or approvals shall be filed with the corporate 
records or made a part of the minutes of the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of a majority of the Board of Directors.
Except as otherwise provided in these Bylaws or in the Articles of Incor-
poration of this corporation, or by law, no business shall be considered 
by the board at any meeting at which a quoLum, as hereinafter defined, 
is not present, and the only motion which the Chair shall entertain at 
such meeting is a motion to adjourn. However, a majority of the direc-
tors present at such meeting may adjourn from time to time until the 
time fixed for the next regular meeting of the board.
When a meeting is adjourned for lack of a quorum, it shall not be neces-
saLy to give any notice of the time and place of the adjourned meeting 
or of the business to be transacted at such meeting, other than by an-
nouncement at the meeting at which the adjournment is taken, except as 
provided in Section 10 of this Article.
The directors present at a duly called and held meeting at. which a 
quorum is initially present may continue to do business notwithstanding 
the loss of a quorum at the meeting due to a withdrawal of directors 
from the meeting, provided that any action thereafter taken must be ap-
proved by at least a majority of the required quorum for such meeting or 
such greater percentage as may be required by law, or the Articles of 
Incorporation or Bylaws of this corporation.
SECTION 14. 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, unless the Articles of Incorporation or 
Bylaws of this corporation, or provisions of the California Nonprofit 
Public Benefit Corporation Law, particularly those provisions relating 
to appointment of committees, approval of contracts or transactions in
6

 
which a director has a material financial interest and indemnification 
of directors, require a greater percentage or different voting rules fOL 
approval of a matter by the board.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chair-
person of the Board, or, if no such person has been so designated or, in 
his or her absence, the President of the corporation or, in his or her 
absence, by the Vice President of the corporation or, in the absence of 
each of these persons, by a Chairperson chosen by a majority of the 
directors present at the meeting. The Secretary of the corporation 
shall act as secretary of all meetings of the board, provided that, in 
his or her absence, the presiding officer shall appoint another person 
to act as secretary of the meeting.
Meetings shall be governed by Robert's Rules of Order, as such Lules may 
be revised from time to time, insofar as such rules are not inconsistent 
with or in conflict with these Bylaws, with the Articles of Incorpora-
tion of this corporation, or with provisions of law.
SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors 
under any provision of law may be taken without a meeting, if all mem-
bers of the board shall individually or collectively consent in writing 
to such action. For the purposes of this Section only, "all members of 
the board" shall not include any "interested director" as defined in the 
California Nonprofit Public Benefit Corporation Law. Such written con-
sent or consents shall be filed with the minutes of the proceedings of 
the board. Such action by writing shall have the same force and effect 
as the unanimous vote to the directors. Any certificate or other docu-
ment filed under any provision of law which relates to action so taken 
shall state that the action was taken by unanimous written consent of 
the Board of Directors without a meeting and that the Bylaws of this cor-
poration authorize the directors to so act, and such statement shall be 
prima facie evidence of such authority.
SECTION 17. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resig-
nation or removal of any director, and (2) whenever the number of 
authorized directors is increased.
The Board of Directors may declare vacant the office of a director who
7

 
has been declared of unsound mind by a final order of court, or con-
victed of a felony, or been found by a final order or judgment of any 
court to have breached any duty under the provisions of the California 
Nonprofit Public Benefit Corporation Law.
If this corporation has any members, then, if the corporation has less 
than fifty (50) members, diLectors may be removed without cause by a 
majority of all members, or, if the corporation has fifty (50) or more 
members, .by vote of a majority of the votes represented at a membership 
meeting at which a quorum is present.
If this corporation has no members, directors may be removed without 
cause by a majority of the directors then in office.
Any director may resign effective upon giving written notice to the 
Chairperson of the Board, the President, the Secretary, or the Board of 
Directors, unless the notice specifies a later time for the effective-
ness of such resignation. No director may resign if the corporation 
would then be left without a duly elected director or directors in 
charge of its affairs, except upon notice to the Attorney General of the 
State of California.
Vacancies on the board may be filled by approval of the board or, if the 
number of diLectors then in office is less than a quorum, by (1) the 
unanimous written consent of the directors then in office, (2) the af-
firmative vote of a majority of the directors then in office at a meet-
ing held pursuant to notice or waivers of notice complying with this Ar-
ticle of these Bylaws, or (3) a sole remaining director. If this cor-
poration has members, however, vacancies created by the removal of a 
director may be filled only by the approval of the members. The mem-
bers, if any, of this corporation may elect a director at any time to 
fill any vacancy not filled by the directors.
A person elected to fill a vacancy by thi-s Section shall hold office un-
til the next annual election of the Board of Directors or until his or 
her death, resignation or removal from office.
SECTION 18. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for any debt, liability, or 
other obligation of the corporation.
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, 
EMPLOYEES AND OTHER AGENTS
8

 
To the extent that a person who is, or was, a director, officer, 
employee or other agent of this corporation has been successful on the 
merits in defense of any civil, criminal, administrative or investiga-
tive proceeding brought to procure a judgment against such person by 
reason of the fact that he or she is, or was, an agent of the corpora-
tion, or has been successful in defense of any claim, issue or matter, 
therein, such person shall be indemnified against expenses actually and 
reasonably incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment 
against him or her, then indemnification against expenses, judgments, 
fines, settlements and other amounts reasonably incurred in connection 
with such proceedings shall be provided by this corporation but only to 
the extent allowed by, and accordance with the requirements of, the 
California Nonprofit Public Benefit Corporation Law.
SECTION 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase 
and maintenance of insurance on behalf of any agent of the corporation 
(including a director, officer, employee or other agent of the corpora-
tion) against any liability other than for violating provisions of law 
relating to self-dealing (as provided in the California Nonprofit Public 
Benefit Corporation Law) asserted against or incurred by the agent in 
such capacity or arising out of the agent's status as such, whether or 
not the corporation would have the power to indemnify the agent against 
such liability under the provisions of the California NonpLofit Public 
Benefit Corporation Law.
ARTICLE 4
OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of the corporation shall be a President, a Secretary, and a 
Chief Financial Officer who shall be designated the Treasurer. The cor-
poration may also have, as determined by the Board of Directors, a Chair-
person of the Board, one or more Vice Presidents, Assistant SecretaLies, 
Assistant Treasurers, or other officers. Any number of offices may be 
held by the same person except that neither the Secretary nor the 
Treasurer may serve as the President or Chairperson of the Board.
SECTION 2. QUALIFICATION, ELECTIONjAND TERM OF OFFICE
9

 
Any person may serve as officer of this 
elected by the Board of Directors, at 
hold office until he or she resigns 
qualified to serve, or until his or 
qualified, whichever occurs first.
corporation. Officers shall be 
any time,and each officer shall 
or is removed or is otherwise dis-
her successor shall be elected and
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it 
may deem desirable, and such officers shall serve such terms, have such 
authority, and perform such duties as may be prescribed from time to 
time by the Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board 
of Directors, at any time. Any officer may resign at any time by giving 
written notice to the Board of Directors or to the President or 
Secretary of the corporation. 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. The above 
provisions of this Section shall be superseded by any conflicting terms 
of a contract which has been approved or ratified by the Board of Direc-
tors relating to the employment of any bfficer-of- the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, 
or otherwise, of any officer shall be filled by the Board of Directors. 
In the event of a vacancy in any office other than that of President, 
such vacancy may be filled temporarily by appointment by the President 
until such time as the Board shall fill .the vacancy. Vacancies occur-
ring in offices of officers appointed at the discretion of the board 
mayor may not be filled as the board shall deteLmine.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation 
and shall, subject to the control of the Board of Directors, supervise 
and control the affairs of the corporation and the activities of the 
officers and shall perform all duties incident to that office and such 
other duties as may be required by law, by the Articles of Incorporation 
of this corporation, or by these Bylaws, or which may be prescribed from
10

 
time to time by the Board of Directors. Unless another person is 
specifically appointed as Chairperson of the Board of Directors, the 
president shall preside at all meetings of the Board of Directors. If 
applicable, the President shall pLeside at all meetings of the members. 
Except as otherwise expressly provided by law, by the Articles of Incor-
poration, or by these Bylaws, the president shall, in the name of the 
corporation, execute such deeds, mortgages, bonds, contracts, checks, or 
other instruments which may from time to time be authorized by the Board 
of Directors.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability 
or refusal to act, the Vice President shall perform all the duties of 
the President, and when so acting shall have all the powers of, and be 
subject to all the restrictions on, the President. The Vice President 
shall have other powers and perform such other duties as may be 
prescribed by law, by the Articles of Incorporation, or by these Bylaws, 
or as may be prescribed by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation the 
original, or a copy of these Bylaws as amended or otherwise altered to 
date.
Keep at the principal office of the corporation or at such other place 
as the board may determine, a book of minutes of all meetings of the 
directors, and, if applicable, meetings of committees of directors and 
of members, recording therein the time and place ofhoiding, whether 
regular or special, how called, how notice thereof was given, the names 
of those present or represented at t.he. meeting, and the proceedings 
thereof.
See that all notices are duly given in accordance with the provisions of 
these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and see 
that the seal is affixed when required to all duly executed documents, 
the execution of which on behalf of the corporation under its seal is 
authorized by law or these Bylaws.
Keep at the principal office of the corporation a membership book con-
11

 
taining the name and address of each and every member, and, in the case 
where any membership has been terminated, he OL she shall record such 
fact in the membership book together with the date on which such member-
ship ceased.
Exhibit at all reasonable times to any director of the corporation, or 
to his or her agent OL attorney, on request therefor, the Bylaws, the 
membership book, and the minutes of the proceedings of the directors of 
the corporation.
In general, perform all duties incident to the office of Secretary and 
such other duties as may be required by law, by the Articles of Incor-
pOration of this corporation, or by these Bylaws, or which may be as-
signed from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
Subject to the provision of these Bylaws relating to the "Execution of 
Instruments, Deposits and Funds," the Treasurer shall:
Have charge and custody of, 
securities of the corporation, 
the corporation in such banks, 
shall be selected by the Board
and be responsible for, all funds and 
and deposit all such funds in the name of 
trust companies, or other depositories as 
of Directors.
Receive, and give receipt for, monies due and payable to the cOLporation 
from any source whatsoever.
DisbuLse, or cause to be disbursed, the funds of the corporation as may 
be directed by the Board of Directors, taking proper vouchers fOL such 
disbursements.
Keep and maintain adequate and correct accounts of the corporation's 
properties and business transactions, ine:luding accounts of its assets, 
liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of 
records to any director of the corporation, 
attorney, on request therefor.
account and financial 
or to his or her agent or
Render to the President and directors, whenever requested, an account of 
any or all of his or her transactions as Treasurer and of the financial 
condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified,
12

 
the financial statements to be included in any required reports.
In general, perform all duties incident to the office of TreasureL and 
such other duties as may be required by law, by the Articles of Incor-
poration of the corporation, or by these Bylaws, or which may be as-
signed to him or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time 
by resolution of the Board of Directors, and no officer shall be 
prevented from receiving such salary by reason of the fact that he or 
she is also a director of the corporation, provided, however, that such 
compensation paid a director for serving as an officer of this corpora-
tion shall only be allowed if permitted under the provisions of Article 
3, Section 6 of these Bylaws. In ali cases, anysaiariesye-c-eived by 
officers of this corporation shall be reasonable and given in return fOL 
services actually rendered for the corporation which relate to the per-
formance of the charitable or public purposes of this corpoLation.
ARTICLE 5
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of directors, designate 
two (2) or more of its members (who may also be serving as officers of 
this corporation) to constitute an Executive Committee and delegate to 
such Committee any of the powers and authority of the board in the 
management of the business and affairs of the corporation, except with 
respect to:
(a) The approval of any action which, under law or the provisions of 
these Bylaws:;requirestheapprovai of the members or of a majority of 
all of the members.
(b) The filling of vacancies on the board or on any committee which has 
the authority of the board.
(c) The fixing of compensation of the directors for serving on the board 
or on any committee.
(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.
13

 
(e) The amendment or repeal or any resolution of the board which by its 
express terms is not so amendable OL repealable.
(f) The appointment of committees of the board or the members thereof.
(g) The expenditure of corporate funds to support a nominee for director 
after there are more people nominated for director than can be elected.
(h) The approval of any transaction to which this corporation is a party 
and in which one or more of the directors has a material financial inter. 
est, except as expressly provided in the California Nonprofit Public 
Benefit Corporation Law.
By a majority vote of its members then in office, the board may at any 
time revoke or modify any or all of the authoLity so delegated, increase 
or decrease but not below two (2) the number of its membeLs, and fill 
vacancies therein from the members of the board. The Committee shall 
keep regular minutes of its proceedings, cause them to be filed with the 
corporate records, and report the same to the board from time to time as 
the board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such otheL committees as may from time to 
time be designated by resolution of the Board of Directors. Such otheL 
committees may consist of persons who are not also members of the board. 
These additional committees shall act in an advisory capacity only to 
the board and shall be clearly titled as "advisory" committees.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held 
and taken in accordance with the provisions of these Bylaws concerning 
meetings of the Board of Directors, with such changes in the context of 
such Bylaw provisions as are necessary to substitute the committee and 
its members for the Board of Directors and its members, except that the 
time for regular meetings of committees may be fixed by resolution of 
the Board of Directors or by the committee. The time for special meet-
ings of committees may also be fixed by the Board of Directors. The 
Board of Directors may also adopt rules and regulations pertaining to 
the conduct of meetings of committees to the extent that such rules and 
regulations are not inconsistent with the provisions of these Bylaws.
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ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS 
SECTION 1. EXECUTION OF INSTRUMENTS
The BoaLd of Directors, except as otherwise pLovided in these Bylaws, 
may by resolution authorize any officer or agent of the corpoLation to 
enter into any contract or execute and deliver any instrument in the 
name of and on behalf of the corporation, and such authority may be 
general or confined to specific instances. Unless so authorized, no of-
ficer, agent, or employee shall have any power or authority to bind the 
corporation by any contract or engagement OL to pledge its credit or to 
render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise required by law, checks, drafts, promissory notes, 
orders for the payment of money, and other evidence of indebtedness of 
the corporation shall be signed by the Treasurer and countersigned by 
the President 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 may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any con-
tribution, gift, bequest, or devise for the charitable or public pur-
poses of this corporation.
ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corpoLation shall keep
at itspr:incipalofficeintheState of
15

 
California:
(a) Minutes of all meetings of directors, conunittees of the board and, 
if this corporation has members, of all meetings of members, 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 ac-
counts of its properties and business transactions and accounts of its 
assets, liabilities, receipts, disbursements, gains and losses;
(6) A record of its members, if any, indicating their names and ad-
dresses and, if applicable, the class of membership held by each member 
and the termination date of any membership;
(d) A copy of the corporation's Articles of Incorporation and Bylaws as 
amended to date, which shall be open to inspection by the members, if 
any, of the corporation at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate 
seal. Such seal shall be kept at the principal office of the corpora-
tion. Failure to affix the seal to corporate instruments, however, 
shall not affect the validity of any such instrument.
SECTION 3. DIRECTOR'S 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 4. MEMBERS' INSPECTION RIGHTS
If this corporation has any members, 
have the following inspection rights, 
to such person's interest as a member:
then each and every member shall 
for a purpose reasonably related
(a) To inspect and copy the record of all members' names, addresses and 
voting rights, at reasonable times, upon five (5) business days' prior 
written demand on the corporation, which demand shall state the purpose 
for which the inspection rights are requested.
(b) To obtain from the Secretary of the corporation, upon written demand
16

 
and payment of a reasonable charge, a list of the names, addresses and 
voting rights of those members entitled to vote for the election of 
directors as of the most recent record date for which the list has been 
compiled or as of the date specified by the member subsequent to the 
date of demand. The demand shall state the purpose for which the list 
is requested. The membership list shall be made available on or before 
the later of ten (10) business days after the demand is received or 
after the date specified therein as of which the list is to be compiled.
(c) To inspect at any reasonable time the books, records, or 
proceedings of the members or of the board or committees of 
upon written demand on the corporation by the member, for 
reasonably related to such person's interests as a member.
minutes of 
the board, 
a purpose
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in per-
son or by agent or attorney and the right to inspection-iricludes the 
right to copy and make extLacts.
SECTION 6. ANNUAL REPORT
The board shall cause an annual report to be furnished not later than 
one hundred and twenty (120) days after the close of the corporation's 
fiscal year to all directors of the corporation ana, -if this corporation 
has members, to any member who requests it in writing, which report 
shall contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust furlds, of the cor-
poration as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust 
funds, during the fiscal year;
(c) The revenue or receipts of the corporation, 
restricted to particular purposes, for the fiscal
both unrestricted and 
year;
(d) The expenses or disbursements of the corporation, 
and Lestricted purposes, during the fiscal year;
for both general
(e) Any information required by Section 7 of this Article.
The annual report shall be accompanied by any report theLeon of independ-
ent accountants, or, if there is no such report, the certificate of an
17

 
authorized officer of the corporation that such statements were prepared 
without audit from the books and records of the corporation.
If this corporation has members, then, if this corporation Leceives 
TWENTY-FIVE THOUSAND DOLLARS ($25,000), or moLe, in gross revenues or 
receipts during the fiscal year, this corporation shall automatically 
send the above annual report to all members, in such manner, at such 
time, and with such contents, including an accompanying report from inde-
pendent accountants or certification of a corporate officer, as 
specified by the above provisions of this Section relating to the annual 
report.
SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS
This corporation shall mail or deliver to all directors and any and all 
members a statement within one hundred and twenty (120) days after the 
close of its fiscal year which briefly describes the amount and cir-
cumstances of any indemnification or transaction of the following kind:
(a) Any transaction in which the corporation, or its paLent or its sub-
sidiary, was a party, and in which eitherof- the following fiad a direct 
OL indirect material financial interest:
(1) Any director or officer of the corporation, or its parent or sub-
sidiary (a mere common directorship shall not be considered a material 
financial interest); or
(2) Any holder of more than ten percent (10%) of the voting power of the 
corporation, its parent OL its subsidiary.
The above statement need only be provided with respect to a transaction 
during the previous fiscal year involving more than FIFTY THOUSAND DOL-
LARS ($50,000) or which was one of a number of transactions with the 
same persons involving, in the aggLegate., more than FIFTY THOUSAND DOL-
LARS ($50,000).
Similarly, the statement need only be provided with respect to indem-
nifications or advances aggregating more than TEN THOUSAND DOLLARS 
($10,000) paid during the previous fiscal year to any director or of-
ficer, except that no such statement need be made if such indemnifica-
tion was approved by the members pursuant to the California Nonprofit 
Public Benefit Corporation Law.
Any statement required by this Section shall briefly describe the names 
of the interested persons involved in such transactions, stating each
18

 
person's relationship to the corporation, the nature of such person's 
interest in the transaction and, where practical, the amount of such in-
terest, provided that in the case of a transaction with a partnership of 
which such person is a partner, only the interest of t.he partnership 
need be stated.
If this corporation has any members and provides all members with an an-
nual report according to the provisions of Section 6 of this Article, 
then such annual report shall include the information required by this 
Section.
ARTICLE 8
FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the first day of 
January and end on the last day of December in each year.
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of 
public benefit nonprofit corpoLations, these Bylaws, or any of them, may 
be altered, amended, or repealed and new Bylaws adopted as follows:
(a) Subject to the power of members, if .any, to change or Lepeal these 
Bylaws under the provisions of the Corporations Code, by approval of the 
Board of Directors unless the Bylaw amendment would materially and ad-
versely affect the rights of members, if any, as to voting or transfer, 
provided, however, if this corporation has admitted any members, then a 
Bylaw specifying or changing the fixed number of directors of the cor-
poration, the maximum or minimum number of directors, or changing from a 
fixed to variable board or vice versa, may not be adopted, amended, or 
repealed except as provided in subparagraph (b) of this Section; or
(b) By approval of the members, if any, of this corporation.
19

 
ARTICLE 10
AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS
Before any members have been admitted to the corporation, any amendment 
of the Articles of Incorporation may be adopted by approval of the Board 
of Directors.
SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS
After members, if any, have been admitted to the corporation, amendment 
of the Articles of Incorporation may be adopted by the approval of the 
Board of Directors and by the approval of the members of this COLpora-
tion.
SECTION 3. CERTAIN AMENDMENTS
Notwithstanding the above Sections of this Article, this corporation 
shall not amend its Articles of Incorporation to alter any statement 
which appears in the original Articles of Incorporation and of the names 
and addresses of the first directors of this corporation nor the name 
and address of its initial agent, except to correct an error in such 
statement or to delete either statement after the corporation has filed 
a "Statement by a Domestic Non-Profit Corporation" pursuant to the 
California Nonprofit Corporation Law.
ARTICLE 11
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, director, officer, employee, OL other person connected with 
this corporation, or any private individual, shall receive at any time 
any of the net earnings or pecuniary profit from the opeLations of the 
corporation, provided, however, that this provision shall not prevent 
payment to any such person OL reasonable compensation for services per-
formed for the corporation in effecting any of its public or charitable
20

 
purposes, provided that such compensation is otherwise permitted by 
these Bylaws and is fixed by Lesolution of the Board of Directors; and 
no such person or persons shall be entitled to share in the distribution 
of, and shall not receive, any of the corporate assets on dissolution of 
the corporation. All members, if any, of the corporation shall be 
deemed to have expressly consented and agr:eed that on such dissolution 
or winding up of the affairs of the corporation, whether voluntarily or 
involuntarily, the assets of the corpoLation, after all debts have been 
satisfied, shall be distributed as required by the Articles of Incorpora-
tion of this corporation and not otherwise.
ARTICLE 12
MEMBERS
SECTION 1. DETERMINATION OF MEMBERS
If this corporation makes no provision for members, then, pursuant to 
the Nonprofit Public Benefit CorpoLation Law of the State of California, 
any action which would otherwise, under law or the provisions of the Ar-
ticles of Incorporation or Bylaws of this corporation, require approval 
by a majority of all members or approval by the members, shall only re-
quire the appLoval of the Boar:d of Directors.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial direc-
tors in the Articles of Incorporation of The Escondido Creek Conser-
vancy, a California nonprofit corporation, and, pursuant to the 
authority granted to the directors by these Bylaws to take action by 
unanimous written consent without a meeting, consent to, and hereby do, 
adopt the foregoing Bylaws, consisting .of 22 pages, as the Bylaws of 
this corporation.
Dated:~kJ \qq \
'1{1 fl1ff1i JL. ~ ~

Martha L. Blane, Director

~ 0Ad ~ ( ( \\: wt-\~~

Leonard A. Wittwer, Director

~ll~ ~k~\~~~

Deborah Bodnar:-LeLevier, Director
21

 
-.~('\---rL,..~ , . ~} I j 1--#. (- "1 !:CJ' 
~-:~~~ . lHt 2-':'/ 
Nancy. Magist . ecto
~~l~ .1~F~ Director
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the 
Bylaws of the corporation named in the title thereto and that such 
Bylaws were duly adopted by the Board of Directors of said corporation 
on the date set forth below.
Dated:~~ I'\~\
s~~ cf . k\Al:\.i~
22

 
. i ;
, '/	I,
-.-('~:::::L,~;\ ~ ~!l--c.#l (-0,\) ~:f7 
.7 . }jt i ~..--'"/ 1/ .-
Nancy p~Magist~.4ectoJ
~~l~ .1~F~ Director
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the 
Bylaws of the corporation named in the title thereto and that such 
Bylaws were duly adopted by the Board of Directors of said corporation 
on the date set forth below.
Dated:~~ I'\~\
s~~ cf . k\Al:\.i~
22