Policies may be established or amended by two thirds vote of the Board of Directors. A copy of the Policies shall be kept in the Team Records and made available to all voting members upon modification of the policy.

Policy 1. MEMBERSHIP The Corporation shall have four classes of membership: Rescue, Candidate, Support, and Lifetime.

1.1 RESCUE MEMBERS

1.1.1. Rescue Members shall be eighteen (18) years of age or older, shall have a current California drivers license, shall have telephone service, shall be physically and mentally competent to participate in the search and rescue activities of the Corporation, shall have been a Candidate Member for at least six months, and shall have completed the training requirements of a Candidate Member as required by the Bylaws and the Policies of the Corporation. Rescue Members shall be elected by a two thirds vote by secret ballot at a regular meeting of the Team.

1.1.2. Rescue Members may vote, hold office, participate in all activities of the Corporation, wear the official uniform of the organization with approved patches, carry appropriate identification card, serve as operations leaders, and have all other rights conferred on members of the Corporation. Rescue Members shall participate in activities of the Corporation as required by the policies of the Corporation.

1.2. CANDIDATE MEMBERS A Candidate Member is a person who is in training for Rescue or Support Membership. Prospective Candidate Members are nominated by the Board of Directors from applicants who have completed interviews by the recruitment committee and background checks by the Mono County Sheriff's Office. A two thirds vote by secret ballot at a regular meeting of the Team is required for a Candidate nominee to be elected as a Candidate Member.

1.2.1 Candidate Members shall be eighteen (18) years of age or older, shall have a current California drivers license, shall have telephone service, shall be physically and mentally competent to participate in the search and rescue activities of the Corporation, and possess minimum skills and qualifications as determined by the policies of the Corporation.

1.2.2 Candidate Members shall participate in activities of the Corporation as required by the policies of the Corporation. Candidate Members may wear the official uniform of the organization with approved patches. Candidate Members may not vote, hold office or serve as operations leaders.

1.2.3. New Candidate members must complete the following requirements within the first 3 months of joining or be dismissed from the Team:
   A basic or higher CPR certification
   A basic or higher First Aid certification
   SAR Building and vehicle test
   ICS online courses 100 and 200

1.3 SUPPORT MEMBERS

1.3.1 Support Members shall be eighteen (18) years of age or older, shall have a current California drivers license, shall have telephone service, and possess knowledge, training or experience in a function related to search and rescue. Support Members shall be advanced from Candidate Member status after completion of required training and by two thirds vote by secret ballot at a regular meeting of the Team.

1.3.2 Support Members may participate in activities of the Corporation and may wear the official uniform of the organization. Support Members shall be entitled to vote and hold office. Support Members shall regularly participate in activities of the Corporation in accordance with policies of the Corporation.

1.4 LIFETIME MEMBERS

Election as Lifetime Member is an honor conferred by the Team to a Rescue or Support Member who has made unusual, faithful, and regular contributions to the Team and to the welfare of victims over a significant number of years.

1.4.1 Lifetime Members shall be elected by a two thirds by secret ballot at a regular meeting of the Team, or by a two-thirds majority of the Board.

1.4.2 Lifetime Members may participate in all Team activities and wear the Team uniform.

Policy 2. CANDIDATE TRAINING REQUIREMENTS

2.1 Candidate Members will satisfy the following training and skill requirements prior to their consideration for Rescue Membership. These requirements pertain to candidates in training for both rescue and support status. However, support candidates can be considered to have fulfilled a training requirement without demonstrating certain physical capabilities. For instance, a support candidate must attend the same technical rescue trainings as rescue candidates, but could satisfy the requirement by observation at the training rather than direct participation.

2.1.1 Attend an introductory candidate training course six hours in duration offered at least once per year, and pass the written and SAR vehicle equipment tests.

2.2 Required Skills Training: This requirement may be satisfied by participating in courses organized by the Team or in courses offered by outside organizations and approved by the Qualifications Committee, or by presenting the Qualifications Committee evidence of these skills if acquired prior to joining the Team. The Qualifications Committee will consist of the members of the board, and designated Operations Leaders.

2.2.1 Mountain Navigation Skills

1. Attend a map and compass class
2. Attend an orienteering field class and exercise.
3. Attend a GPS receiver operation skills field test.
4. Pass tests in all the above.

2.2.3 Tracking Skills

1. Attend a tracking class initially.
2. Pass basic tracking test.

2.2.4 Search Skills

1. Attend basic search training class.

2.2.5 Medical Skills

1. Maintain current Basic or higher First Aid and Basic or higher CPR certification. Members must also demonstrate proficiency in splinting (full body, femur traction, leg and arm), cervical spine stabilization, SAM splint use, litter assembly, patient tie-in, bleeding control, oxygen administration, and vital signs assessment. This may be done as part of a Team training session, or individually demonstrated to a Team instructor. Members must inform the Operations Leader if their medical certifications are not current, and may not be given a field assignment without current medical certification, unless approved by the Incident Commander.

2.2.6 Rope, Knot, and Rigging Skills

1. Attend ALL scheduled rigging trainings. Classes will cover belaying, raising and lowering systems, anchors, victim care, and safety systems.
2. Be able to tie basic rescue knots in individual testing: Figure 8, Figure 8 on a bight, water knot, double fisherman, prusik attached to rope, high-strength tie-off (tensionless hitch), Wrap 3- Pull 2, long-tail bowline, and radium release hitch. 100% success rate is required for passing.

2.2.7 Basic Litter Skills

1. Attend litter handling class.
2. Know where litters and wheels are stored and how to assemble.
3. Know where litter raising and lowering hardware is located in rescue vehicles.
4. Demonstrate proficiency.

2.2.8 Radio Operation Skills

1. Attend radio operation class.
2. Know how to operate and communicate with a hand-held Team VHF radios.
3. Know basic radio ten-codes.
4. Know names of the county repeater systems and their locations.
5. Know how to operate radios in rescue vehicles.
6. Know how to set up base station antenna and radio.
7. Pass test.

2.2.9 Rescue Vehicle Operation Skills

1. Attend Rescue Vehicle Class.
2. Know how to operate and fuel vehicles.
3. Know where equipment is located.
4. Know how to set up radio and radio mast.
5. Pass test.

2.2.10 Helicopter Procedures and Safety Skills

1. Attend class.
2. Pass test.

2.2.11 Back country Skills

1. Back country and survival skills will be evaluated individually by the Qualifications Committee, based on experience and observed performance during training and actual missions.

2.2.12 Blood Borne Pathogen Training.

1. Attend training class.
2. Obtain inoculations or sign waiver.

2.2.13 Pack Check.

1. Demonstration of possession of the mandatory items from the required gear list.
2. Demonstration of attachment of litter half, litter wheel frame, and litter wheel to backpack.

2.3 Special Skills. There are special skills that are not required for Rescue Membership, however training and certification will be offered on a scheduled basis that Candidate and Rescue Members are expected to participate in or to observe.

Policy 3. OPERATIONS LEADER REQUIREMENTS

3.1 Prospective Operations Leader Candidates must be voting members and are expected to demonstrate significant skill in the following leadership characteristics:

1. Organization skills
2. People skills
3. Team Player

3.2 Operations Leader Candidates shall possess or acquire the following leadership characteristics:

1. Field operational experience of at least 15 diverse missions over a period of at least one year.
2. Demonstrate dedication to all aspects of the Team, such as:
   • Team meetings attendance
   • Training attendance - (demonstrates knowledge of members' capabilities).

3.3 Procedure to Become an Operations Leader

3.3.1. Make desire to be an OPS Leader Candidate known to the Board of Directors and the Sheriff SAR Coordinator.

3.3.2. Gain candidate approval by the qualifications committee. Evaluation will be based upon the above criteria.

3.3.3. Training period to include:

1. Attend Ops Leader training classes conducted by approved OPS Leaders.
2. Assist in leading SAR operations with approved OPS Leaders (as many as candidate and Leaders deem necessary). Confidence and competency is the goal.
3. Evaluation by the Qualifications Committee and recommendation to the Team.
4. Vote of affirmation by a two thirds vote at a Team meeting.

3.3.4. Ops Leaders should attend the annual CALOES Search Management Course as soon as possible.

Policy 4. BUSINESS WITH OUTSIDE AGENCIES

For the purposes of this section, a member is any person listed on the Team roster under any form of Team membership, including Candidate Members. Business is any communication with an outside agency regarding matters of interest to the Team. An outside agency is any person who is not a member, or any agency outside the Team.

4.1 No member may conduct business with an outside agency without first notifying and receiving approval of the Board of Directors. If the urgency of the business warrants, the member may conduct it prior to notifying the Board with the President's approval. Team officers and operations leaders engaging in business with outside agencies as part of their normal duties are exempt from this paragraph.

4.2 Violation of any provision of this Team policy is subject to disciplinary action up to and including dismissal from the Team.

Policy 5. OPERATING POLICIES

The standards and operating procedures for the SAR Team should be followed on all operations, training, and SAR Team activities. Each SAR Team Member is responsible for knowing and abiding by all contents of the SAR Team Bylaws and Policy documents.

No member or members of the Team shall go into the field and participate in or perform any action that purports to represent an action or position of the Team with respect to search and rescue unless an Operation Leader has been designated and that member is acting under the direction of the Operation Leader, unless a bona fide emergency exists and no Operation Leader is available. In such cases, the members participating shall designate an acting Operations Leader who shall inform the Watch Commander that he/she is acting in such a capacity.

5.1. Field Team

A Field Team typically consists of two or more field qualified Team members. Exceptions may be considered for short periods when it is both expedient and safe.

5.2 Helitac; Training and Operations

Members are encouraged to participate in live SAR Team ground training annually, when helicopter training resources are available.

5.3 Ancillary Training

A minimum of two SAR Team Members is required for an Ancillary Training to qualify as a SAR Team authorized training. The Training Leader shall notify the Sheriff's SAR Coordinator of the Ancillary Training a minimum of one day prior to the day the training is held.

5.4 Approved Agencies

Personnel from an approved public or private agency may participate in the field during operations or trainings to the extent authorized by the Sheriff's Department SAR Coordinator. An approved public or private agency is one that has its own insurance coverage and which provides a valuable service to the SAR Team.

5.5 Non-approved Agencies, Guests

Guests and/or personnel from non-approved public or private agencies may be allowed in the base camp area or on training if their presence will be a benefit to the SAR Team and only if their presence has been approved by the SAR Coordinator.

5.6 Injuries

SAR Team members are eligible for workman's compensation while performing assigned duties or undergoing authorized training activities. Coverage starts when members are notified to respond and lasts until they are able to return to their home or work, so long as no route deviations are made for personal reasons.

1. Injuries occurring during a SAR Team activity will be reported as soon as possible to a Sheriff SAR Coordinator and the Team operation leader.
2. All injuries to SAR Team personnel will be reported within 24 hours.
3. The Sheriff SAR Coordinators will be responsible for writing the report for personnel requiring treatment beyond basic first aid for submittal to the Risk Management department.

5.7 SAR Team Activities, Defined.

For the purposes of this Policy, any reference to "SAR Team Activities" shall mean any SAR Team function other than Training or Incidents. Where necessary, Training or Incidents will be specifically addressed.

5.8 SAR Team Equipment, Defined

SAR Team equipment refers to all equipment owned by the Sheriff's Department and issued or loaned to the SAR Team, owned by the Sheriff's Department whether issued to a SAR Team Member or in a SAR Team Member's possession, or owned by the Mono County Sheriff Search and Rescue Team.

5.8.1 Equipment List

Each SAR Team Member shall have, as a minimum, the equipment listed as Mandatory for Summer Operations in the Team's Personal Equipment List when the member responds for an operation or attends a training.

5.8.2 SAR Team and Sheriff's Dept. Keys

Any keys (whether issued or made by a SAR Team member) remain the property of the SAR Team or the Sheriff's Department and shall be returned upon termination of membership or by request of the SAR Team or Sheriff's Dept.

5.8.2 SAR Team Equipment

SAR Team-issued equipment remains the property of the Mono County Sheriff Search and Rescue Team and shall be returned upon termination of membership or on demand.

5.8.3 Lost or Damaged SAR Team Equipment

Lost or damaged SAR Team-issued equipment shall be reported immediately to the Equipment Officer for processing. Members are responsible for the maintenance and safekeeping of all SAR Team-issued equipment. Members are responsible for the cost of replacement or repair of SAR Team-issued equipment lost or damaged (routine wear and maintenance excepted) when used outside of normal SAR Team operations or training. The SAR Team retains the right to have damaged equipment repaired or replaced at its sole option. Equipment shall be repaired at locations authorized by the SAR Team.

5.8.4 SAR Radio Frequencies

The SAR Team's radio frequencies, as licensed by the FCC, shall be used only for authorized SAR Team activities.

5.9 SAR Team Vehicle Operation

1. SAR Team vehicle operation applies to all vehicles owned by the Sheriff's Office (Team vehicles) and personally owned vehicles (POV) used on authorized Team functions.
2. Team Members are authorized to drive Team vehicles during all authorized Team functions including administrative meetings, service/repair work, training, and operations.
3. The SAR Team is not responsible for any damage to POVs.
4. If Team vehicles are used outside of scheduled Team training, meetings or incidents (e.g. maintenance, public relations, administrative meetings, etc.) the on-duty Dispatcher should be notified as to the nature and location of use.

5.10 Purchasing Policy

The Board must approve purchases of equipment, supplies, or services over $1000.

5.10.1 Other Purchases

The following may approve purchases up to $100 per month:

1. Equipment Officer for equipment, supplies or services relating to Team vehicles and equipment.
2. Training Officer for equipment, supplies, or services necessary to conduct scheduled Team training.
3. Recruitment Chairman for equipment, supplies, or services necessary for conducting recruitment of new members.
4. Team President as may be needed for Team effectiveness and readiness.

5.10.2 CFO Authority

The CFO has authority to pay up to $500 for Team expenditures and bills (excluding reimbursements to the CFO). Expenditures over $500 require approval from the President. Reimbursements to the CFO over $100 require approval of the President.

5.10.3 Operations Leader Authority

During an operation, the operations leader may authorize a purchase not necessarily billable to the mission, as needed to complete the operation, with the approval of one Board member.

Policy 6. PERSONNEL RULES

Mono County Sheriff Search and Rescue Team members may not simultaneously be a member of any other SAR Team.

6.1. All members must possess a valid California driver's license.

6.2. All members must have a working telephone.

6.3 All members are responsible for notifying operations leaders of their field readiness status. Members must inform the Operations Leader if their medical certifications are not current, and may not be given a field assignment without current medical certification, unless approved by the Incident Commander.

6.3.1. Call Out Information for Candidate Members

Required to be called for operations:

1. Have current Basic First Aid or higher certification
2. Have current Basic or higher CPR certification
3. Attend Basic Candidate class and pass test
4. Pass Building and Vehicle test
5. Pass ICS online courses 100 and 200
6. Start hepatitis series or decline by signed statement sent to the Sheriff's Office

Required to be given a field assignment:

1. Have current Basic First Aid or higher certification
2. Have current Basic or higher CPR certification
3. Attend Basic Candidate class and pass test
4. Pass Building and Vehicle test
5. Pass ICS online courses 100 and 200
6. Pass Gear and Ready Pack check
7. Start hepatitis series or decline by signed statement sent to the Sheriff's Office.
8. For snow assignments only: Pass 3 minute beacon test (applies to all classes of members).

6.4. Leaves of Absence.
Any member desiring leave from the Team shall submit a written request to the Board of Directors. All leaves require approval by the Board.

6.4.1. Any member who is granted a Leave of Absence must return all County and Team equipment, including Sheriff Identification Card.

6.4.2. Maximum leave time. One year is the maximum time a member may be on leave without repeating the application process in order to be placed back on Disaster Service Worker insurance when they return.

6.4.2.1. Returning Members. If returning within a year, members may resume Team activities after submitting a letter to the Team President certifying that they are in good health and have recovered sufficiently from any injuries sustained during absence to the point that they may safely return to active member status for field assignments. Any open Workers' Compensation claims must be reported to the Sheriff SAR Coordinator.

If a member is on leave from the Team in excess of one year, extension of leave must be approved by the Board of Directors. In addition to a letter of intent to return, they must submit an updated application to be vetted by the Sheriff's SAR Coordinator in order to be added to the insurance for the Team. Returning members must have a valid California driver's license. Upon completion of the above, the member may be re-issued a Sheriff Identification card.

6.5. Any member who is taking any medication that would bring into question the ability to safely perform at full capacity shall not respond to callouts or attend training.

6.6 It is the responsibility of each Team member to monitor his/her own level of fitness and notify the operations leader, and if possible, the Incident Commander, when the Team member does not feel capable of accepting a particular field assignment or performing a specific task or function because of a current health condition. This policy does not require disclosure of any specific health condition or any information that would normally be considered private or confidential. It does require notification of any restrictions or limiting factors that would affect the ability to perform in the field or cause an unsafe situation for any Team member. Any private or confidential information that may be disclosed to the operations leader or Incident Commander will be protected to the best of their ability.

6.7 No member shall consume an intoxicating substance while off duty to the extent that evidence of such consumption is apparent when the member reports for duty, or to the extent that the member’s ability to perform duty is impaired. No member will consume an intoxicating substance while on duty. No member will, at any time, be under the influence of any intoxicating substance while on duty. No member will consume alcohol in public while wearing clothing identifying themselves as SAR Team members, unless it's an off-duty special event, such as the Christmas party or picnic. The use of alcohol or controlled substances during rescue and training is grounds for immediate dismissal from the Team. Alcoholic beverages or drugs are not to be transported in any vehicle displaying the Sheriff's insignia unless directed by a representative of the Sheriff's Department as evidence/clues associated with an operation.

6.8 Applicants shall not attend any operations or field training until accepted by the Team and the Sheriff's Office as Candidate Members.

6.9 Conduct Unbecoming a SAR Team Member.

The Board may take such action as provided in paragraph 6.11 that they deem appropriate for the situation for conduct that is unacceptable or unbecoming of a Member of the SAR Team. Such conduct could include, but is not limited to: willful violation of SAR Team Policy and Bylaws; disregard for the safety of SAR Team Members; misuse or reckless destruction of SAR Team equipment; misappropriation of SAR Team funds; dishonesty or making false statements to the SAR Team officers, Board, or the Sheriff's Department; misuse or use for personal advantage of the SAR Team name; making representations on behalf of the SAR Team when lacking the authority to do so; and/or impersonating a law enforcement officer or expressing law enforcement authority without the proper authorization.

6.10 Grievances

All matters regarding SAR Team Bylaws, Policy, procedures, personnel or any Committee problems will first be referred to the Board and, if necessary, to the Sheriff's Department SAR Coordinator.

6.11 Discipline

The Board must take responsible, appropriate and timely action regarding matters of disciplinary action. Deviations from SAR Team Policy may be acceptable, providing good leadership judgment has been exercised and can be demonstrated. In matters of discipline, the Board may take action after a thorough review of the events and circumstances involving a SAR Team member's infraction with the Sheriff's Department SAR Coordinator. Action may include the following:

1. Verbal reprimand;
2. Written reprimand;
3. Suspension for a specific period of time;
4. Dismissal from the SAR Team.

Policy 7. TEAM PARTICIPATION RECORDS

7.1 In order to maintain timely records of member participation, OPS Leaders shall make a copy by paper or electronic means of the Sheriff SAR Report immediately upon its completion and mail, email, or deliver the copy to the Secretary and the Team archivist. The total of hours from start to finish, and the total of manhours spent by Team volunteers should be included so that Team statistics and annual reports can be accurately compiled.

7.2 Training Leaders shall mail, email, or telephone a list of participants in that training session to the Training Officer, including the time spent by the leader and each participant (including travel time).

Policy 8. OTHER OFFICERS

8.1 In addition to the Corporation Officers of President, Vice President(s), Secretary, and Chief Financial Officer, other Team officers may be established to handle specific duties, as follows.

8.2 Training Officer.

The Training Officer shall:

1. Establish a list of training needed by the Team, plan a schedule, and arrange for instructors to teach the training sessions.
2. Make sure training sessions are well publicized, with telephone calls when necessary to those who need them for candidate progress.
3. Maintain individual training records in cooperation with the Secretary.
4. Certify the proficiency of all members as courses are held.
5. Coordinate with the Qualifications Committee in all the above areas.

8.3 Equipment Officer.

The Equipment Officer shall:

1. Inventory, maintain, replace, purchase, and assess suitability of Team equipment.
2. Bring recommendations of equipment needs to the Board of Directors for a vote.
3. Be authorized to spend up to $100 per month on equipment maintenance without specific approval, but must report expenditures at the next Board meeting.

Policy 9. MEETINGS

9.1. Regular meetings of the Team shall be held on the second Wednesday of each month unless otherwise ordered by the Board.

9.2. Special meetings may be called by any five Rescue Members. The request shall be in writing and shall state the purpose of the special meeting. Except in cases of emergency, at least five (5) days notice shall be given.

Policy 10. RECORDS

10.1. The Team Secretary shall keep and maintain an updated Team Membership Roster, and Team Callout List. The Membership Roster and Team Callout List shall be made available to any Team Member.

10.2. The Team Callout List may also contain other information commonly needed for Team operations, such as other agency telephone numbers. These shall be included at the Secretary's discretion.

10.3. The Team Secretary may delegate these duties to any Team member at his/her discretion; however, a valid and current copy of the roster and callout list must be kept by the Secretary at all times.

Policy 11. PARTICIPATION

The following policies regarding Team participation are adopted:

11.1 Rescue Members are expected to attend a minimum of 4 operations and 5 trainings per year, beginning in April, and continuing through the next March.

11.2 Candidate Members are expected to respond to a minimum of 4 operations each year. The year begins in April, and continues through the following March. Candidate Members are expected to attend a minimum of 10 trainings during the first year, and 5 per year thereafter. Progress of Candidate Members will be reviewed periodically.

11.3 Support Members are expected to participate in a minimum of 5 Team events per year (missions, meetings, training, public relations, fund raising, etc.), even if only observing to gain familiarity with Team members and procedures. The year begins in April, and continues through the following March.

11.4 Members who fail to meet these requirements will have their membership reviewed by the Qualifications Committee.

Policy 12. GENERAL AND SEXUAL HARASSMENT POLICY

12.1 It is the policy of the Search and Rescue Team that all members have the right to be free of harassment.

12.2 BACKGROUND

12.2.1 Most people determine harassment based on how extreme it is. For some, actions constitute harassment only when it is blatant and excessive, yet what one person considers harassment, another may perceive as a joke.

12.2.2 Harassment may be written, verbal, or visual contact with sexual overtones. It may come in the form of sexually obscene letters, notes, or invitations. It may be derogatory comments, racial slurs or jokes. It may be physical assault, touching, impeding or blocking movement. It may be gestures or physical displays/pictures/cartoons. It may also be behavior that is continued even after being informed that it is unwelcome.

12.2.3 Many victims of harassment blame themselves or feel they may not be believed if they report such actions. They may be embarrassed, ashamed, or feel powerless to ask for resolution.

12.3 The goal of this policy is to identify and prevent harassing or abusive behavior. If problems and/or concerns arise, the affected member is urged to make use of this process.

12.3.1 Members who feel they are victims of harassment are required to inform the individual that the behavior is unwanted and/or offensive. If the member feels uncomfortable in doing so, she/he is required to report such to the Team President.

12.3.2 As well, any member who has been charged with harassing behavior has the right to be informed of the origin of the complaint, and has the right to rebuttal.

12.3.3 At the conclusion of a prompt and thorough investigation initiated by the Team President, immediate action will be taken against any individuals proven to be in violation of this policy.

12.3.4 If the complaint is proven by an investigation, appropriate corrective action will be taken. A Team member found to have so harassed another member/members, will be subject to disciplinary action up to and including dismissal from the Team.

ARTICLE I
NAME

1.1 NAME. The name of the Corporation shall be MONO COUNTY SHERIFF SEARCH AND RESCUE TEAM. Throughout these Bylaws, MONO COUNTY SHERIFF SEARCH AND RESCUE TEAM shall be referred to as the "Corporation", or as the "Team".

ARTICLE II
PURPOSES

2.1 STATUTORY PURPOSE. This Corporation is a public benefit corporation and is not organized for the private gain of any person. It is organized under the Non-profit Public Benefit Corporation Law exclusively for public and charitable purposes.

2.2. SPECIFIC PURPOSES.

2.2.1. This Corporation is established and is to be operated for the purpose of providing to the public search and rescue services as authorized or coordinated by the Mono County Sheriff when persons are lost, injured, trapped or stranded.

ARTICLE III
PRINCIPAL OFFICE

3.1 PRINCIPAL OFFICE.

The principal office for the transaction of the activities and affairs of the Corporation ("Principal Office") is located in Mono County, California. The Board of Directors ("Board") may at any time or from time to time change the location of the Principal Office from one location to another. Any change of location of the Principal Office shall be noted by the secretary on these bylaws opposite this Section, or this Section may be amended to state the new location.

3.2 OTHER OFFICES.

The Board may at any time or from time to time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.

ARTICLE IV
MEMBERSHIP

4.1 MEMBERS. A member shall be a person who meets minimum standards as prescribed by these Bylaws and the policies of the Corporation as established from time to time.

4.2 MEMBERSHIP ADMISSION AND TERMINATION.

4.2.1 Persons seeking admission as a Candidate Member shall file an application with the current recruitment chairman, during or soon after the annual Spring Recruiting Open House meeting. Following a background check and concurrence by the Mono County Sheriff's Department and a panel interview, the Board of Directors shall present a list of recommended applicants at the next regularly scheduled meeting of the members of the Corporation. A majority vote by secret ballot of the members present at such a meeting is required for election of the applicant to Candidate Member status.

4.2.2 Upon satisfactory completion of the training as required by the policies of the Corporation as established from time to time, a Candidate Member shall be eligible for election as a Rescue or Support Member of the Team. A two thirds vote by secret ballot at a regular meeting of the Corporation is required for a Candidate Member to be elected as a Rescue or Support Member.

4.2.3 Use or possession of alcohol or controlled substances on any search and rescue undertaken by the members of the Corporation is prohibited. Violators are subject to immediate dismissal from the membership of the Corporation.

4.2.4 The membership of any member may be terminated by the Board of Directors for not fulfilling the requirements of these Bylaws or for violation of any portion of the policies of the Corporation. In either case, the member shall be notified of the proposed action, and the reasons, at least ten (10) days prior to the termination action. The Board shall hold a hearing during which the member may participate and have an opportunity to answer charges. The termination of membership must be approved by two-thirds of the Board members.

4.2.5 Under California law, the Mono County Sheriff's Office has both the authority and sole responsibility for Search and Rescue in Mono County, and has full responsibility and control over who may participate in Search and Rescue incidents. This responsibility may not be delegated. Final authority for appointment and dismissal of any participant in a SAR incident, lies solely with the Sheriff or designated officer. Accordingly, the Board of Directors shall remove the name of any corporation member from the call list upon receipt in writing of a request to do so from the Sheriff or designated officer.

ARTICLE V
BOARD OF DIRECTORS

5.1 GENERAL CORPORATE POWERS

Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or other sections of these Bylaws, the Corporation's activities and affairs shall be managed, and all corporate powers shall be exercised by, or under the direction of, the Board of Directors.

5.2 SPECIFIC POWERS

Without prejudice to the general powers set forth in Section 5.11 but subject to the same limitations, the Board shall have the power to:

1. Appoint and remove, at the pleasure of the Board, all the Corporation's officers, agents, and employees; prescribe powers and duties for them that are consistent with law, the Articles of Incorporation, or these Bylaws; and fix their compensation and require from them security for faithful performance of their duties.
2. Conduct, manage, and control the activities and affairs of the Corporation, and to make rules and regulations not inconsistent with law, the Articles of Incorporation, or these bylaws.
3. Change the Principal Office or the principal business office in California from one location to another, and cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country and conduct its activities within or outside California.
4. Adopt and use a corporate seal and alter the form of the seal.
5. Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities.

5.3 NUMBER AND QUALIFICATION OF DIRECTORS.

5.3.1. Authorized Number. The Board of Directors shall consist of no less than five (5) nor more than nine (9) directors until changed by amendment to these Bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the Board. The authorized number of directors may be changed only by a resolution adopted by the affirmative vote of two-thirds of those directors then in office.

5.3.2. Restriction on Interested Persons as Directors. No more than 49 percent of the persons serving on the Board may be interested persons. An interested person is (a) any person currently being compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of the provisions of this Paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation.

5.4 ELECTION AND TERM OF-OFFICE.

All directors shall be elected at an annual meeting of the Corporation , to hold office for two (2) years; however, if any such directors are not elected at any annual meeting, they may be elected at any special meeting held for that purpose or by written ballot. Five (5) directors shall be elected in odd numbered years, and four (4) directors shall be elected in even numbered years. Election to the Board shall be by closed ballot. Directors shall be elected by the affirmative vote of the majority of the Rescue and Support members present and voting at a duly held meeting. Each director, including a director elected to fill a vacancy or elected at a special meeting or by written ballot, shall hold office until expiration of the term for which elected or until a successor has been elected and qualified, whichever shall occur later.

5.5 VACANCIES ON BOARD.

5.5.1. Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (a) the death or resignation of any director; (b) the declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation Law; (c) the vote of a majority of the directors then in office, to remove any director; (d) the increase of the authorized number of directors; or (e) the failure of the Board, at any meeting of the Board at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting.

5.5.2. Resignations. Except as provided below, any director may resign by giving written notice to the Chairman of the Board, if any, or to the President or the Secretary of the Corporation. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the Attorney General of California, no director may resign if the Corporation would be left without a duly elected director or directors.

5.5.3. Filling Vacancies. Vacancies of an officer on the Board may be filled by a majority vote of the directors then in office, whether or not less than a quorum, or by a sole remaining director.

5.5.4. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

5.6 DIRECTORS' MEETINGS.

5.6.1. Place of Meetings. Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the Principal Office of the Corporation.

5.6.2. Meetings by Telephone. Any meeting may be held by conference telephone or similar communication equipment, as long as all directors participating in the meeting can hear one another. All such directors shall be deemed to be present in person at such a meeting.

5.6.3. Annual Meeting. Within ninety (90) days after the close of the Corporation's fiscal year, the Board shall hold a regular meeting for purposes of organization, election of officers, and transaction of other business. Notice of this meeting shall be given as set forth in paragraph 5.6.5.

5.6.4. Other Regular Meetings. Other regular meetings of the Board may be held without notice at such time and place as the Board may set by resolution from time to time. Notice of such meetings shall be given as set forth in paragraph 5.6.5.

5.6.5. Special Meetings. Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, if any, the President or any vice President, or the Secretary or any two directors.

Notice of the time and place of special meetings shall be given to each director by one of the following methods: (i) by personal delivery of written notice; (ii) by first-class mail, postage prepaid; (iii) by telephone, facsimile, or email, either directly to the director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director. All such notices shall be given or sent to the director's address, telephone number, facsimile number, or email address, as shown on the records of the Corporation.

Notices sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notices given by personal delivery, telephone, facsimile transmission, or email shall be delivered, telephoned, transmitted by facsimile, or sent by email at least 48 hours before the time set for the meeting.

The notice shall state the time of the meeting, and the place if the place is other than the Principal office of the Corporation. It need not specify the purpose of the meeting.

5.6.6. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the Board, and (d) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that Meeting.

5.6.7. Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the Meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.

5.6.8. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

5.6.9. Action Without a Meeting. Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested director" as defined in Section 5233 of the California Corporations Code shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as the unanimous vote of such directors. All such consents shall be filed with the minutes of the proceedings of the Board.

5.6.9.1 Board of Directors Action by Electronic Mail

The Board may vote on motions outside of Board meetings using electronic mail with the following procedure.

1. The motion will be submitted to the Board membership by electronic mail to provide adequate notice.
2. An explanation of why the motion should not wait until the next Board meeting shall be included. Any team member wishing to discuss the motion at a Board meeting may contact any Board Member.
3. A majority of Board Members must vote in the affirmative for the motion to pass. Votes shall be submitted to the Team President and Secretary by electronic mail. If a majority of affirmative votes are received within five days after the motion was mailed, the motion passes and the Secretary will read the motion into the minutes of the next Board meeting.
4. If a majority of affirmative votes are not received from Board Members within five days, the motion will be tabled until the next Board meeting.

5.6.10. Compensation and Reimbursement. Directors and members shall serve without compensation, except they may be permitted to be paid or reimbursed for their actual and necessary expenses incurred in the performance of official training or search and rescue missions, including the cost or replacement of lost or destroyed equipment. They shall not be compensated for rendering services which are performed as a normal function of search and rescue.

5.6.11. Committees. The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more Committees of the Board, each consisting of two or more directors and no persons who are not directors, to serve at the pleasure of the Board. Appointments to committees of the board shall be by majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:

1. Take any final action on any matter that, under the California Nonprofit Public Benefit Corporation Law, also requires approval of the Board;
2. Fill vacancies on the Board or on any committee that has the authority of the Board;
3. Amend or repeal Bylaws or adopt new Bylaws;
4. Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable;
5. Create any other committees of the Board or appoint the members of committees of the Board;
6. Approve any contract or transaction to which the corporation is a party or in which one or more of its directors has a material financial interest, except as special approval is provided for in Section 5233 (d) (3) of the California Corporations Code.

Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with the provisions of these bylaws concerning meetings and other board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board resolution or, if there is none, by resolution of the committee of the Board. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of any committee, provided they are consistent with these bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.

5.6.11.1 Ad hoc Committees. The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more ad hoc committees for a specific purpose, reporting to the Board, to be disbanded when that purpose is completed. Each ad hoc committee will consist of at least one Board member, and may have other Team members as members.

ARTICLE VI
OFFICERS

6.1 Officers of the Corporation.

The officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the Board's discretion, a Chairman of the Board, one or more Vice Presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with Section 6.3. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as either the President or the Chairman of the Board.

6.2 Election of Officers.

The officers of the Corporation, except those appointed under Section 6.3, shall be elected annually by the Board and shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under any contract of employment.

6.3 Other Officers.

The Board may appoint and may authorize the Chairman of the Board, the President, or other officer, to appoint any other officers that the Corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws and the policies of the Corporation, or as determined by the Board. Examples are Training Officer and Equipment Officer.

6.4 Removal of Officers.

Without prejudice to any rights of an officer under any contract of employment, any officer may be removed with or without cause at any time by the Board and also, if the officer was not chosen by the board, by any officer on whom the board may confer that power of removal.

6.5 Resignation of Officers.

Any officer may resign at any time by giving written notice to the Corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

6.6 Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office; provided, however, that vacancies need not be filled on an annual basis.

6.7 Chairman of the Board. If a Chairman of the Board is elected, he or she shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no President, the Chairman of the Board shall also be the general manager and chief executive officer of the corporation and shall have the powers and duties of the President of the Corporation prescribed by these Bylaws.

6.8 President. Subject to such supervisory powers as the Board may give to the Chairman of the Board, if any, and subject to the control of the Board, the President shall be the general manager and chief executive officer of the corporation and shall supervise, direct, and control the corporation's activities, affairs, and officers. In the absence of the Chairman of the Board, or if there is none, the President shall preside at all Board meetings. The President shall have such other powers and duties as the Board or the Bylaws may prescribe from time to time.

6.9 Vice Presidents. If the President is absent or disabled, the Vice Presidents, if any, in order of their rank as fixed by the Board, or, if not ranked, a Vice President designated by the Board, shall perform all duties of the President. When so acting a Vice President shall have all powers of and be subject to all restrictions on the President. The Vice Presidents shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe from time to time.

6.10 Secretary. The Secretary shall keep or cause to be kept, at the Corporation's Principal Office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board and of committees of the Board and of monthly meetings of the Team. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, and, if special, how authorized, the notice given, the names of those present at Board and committee meetings. The Secretary shall keep or cause to be kept, at the Principal Office in California, a copy of the Articles of Incorporation and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given. The Secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws or the policies of the Corporation may prescribe from time to time.

6.11 Chief Financial Officer

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation's properties and transactions. The Chief Financial Officer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of the account shall be open to inspection by any director at all reasonable times.

The Chief Financial Officer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the Board may designate, shall disburse the Corporation's funds as the Board may order, shall render to the President, Chairman of the Board, if any, and the Board, when requested, an account of all transactions as Chief Financial officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as the Board of the Bylaws may prescribe from time to time.

If required by the Board, the Chief Financial Officer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Chief Financial Officer on his or her death, resignation, retirement, or removal.

6.12 Authority of Officers

The President, or Vice Presidents, the Secretary, or such other officers as the Board may select for that purpose, are authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all voting securities of any other corporation or corporations standing in the name of this Corporation. The authority granted in these Bylaws to the officers to vote or represent this Corporation arising from any voting securities held by this Corporation in any other corporation or corporations may be exercised either by the officers in person or by any person authorized so to do by proxy or power of attorney duly executed by the officers.

ARTICLE VII
INDEMNIFICATION

7.1 Right of Indemnity. To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding", as that term is used in said Section 5238 (a) , and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this Article VII, shall have the same meaning as in Section 5238(a) of the California Corporations Code.

7.2 Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification.

7.3 Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 7.1 and 7.2 in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.

7.4 Insurance. The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, directors, employees, or agent's status as such; provided, however, the Corporation shall have no power to purchase and maintain such insurance to indemnify any such person for a violation of Section 5233 of the California Corporations Code.

7.5 Duty to Comply With Law. The purpose of this Section is to emphasize that, with regard to the indemnification provided under this Article VII, the Board must review and comply with all provisions of Section 5238 of the California Corporations Code, as amended from time to time.

ARTICLE VIII
RECORDS AND REPORTS

8.1 Maintenance of Corporate Records. The Corporation shall keep: (a) adequate and correct books and records of account; and (b) written minutes of the proceedings of the Board, and committees of the Board.

8.2 Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect the Corporation's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

8.3 Annual Report. A report shall be furnished annually to the directors at the annual Board meeting, if possible, or at least within ninety (90) days after the end of the Corporation's fiscal year. That report shall contain the following information, in appropriate detail, for the fiscal year:

1. The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year;
2. The principal changes in assets and liabilities, including trust funds;
3. The revenue or receipts of the Corporation, both unrestricted of the Corporation, both unrestricted and restricted to particular purposes;
4. The expenses or disbursements of the Corporation for both general and restricted purposes; and
5. Any information required by Section 8.4. The annual report shall be accompanied by any report thereon of independent accountants or, if there is no such report, by the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the Corporation's books and records.

8.4 Annual Statement of Certain Transactions and Indemnifications. As part of the annual report to all directors, the Corporation shall annually prepare and furnish to each director a statement of any transaction or indemnification of the following kind within ninety (90) days after the end of the Corporation's fiscal year:

1. Any transaction (i) in which the Corporation, its parent, or its subsidiary was a party, (ii) in which an "interested person" had a direct or indirect material financial interest, and (iii) which involved more than $50,000, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an "interested person" is either of the following: (1) any director or officer of the Corporation, its parent, or subsidiary (but mere common directorship shall not be considered a material financial interest), or (2) any holder of more than 10 percent of the voting power of the Corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
2. Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the Corporation under Article VII.

ARTICLE IX
FINANCES

9.1 Funds. The Corporation shall maintain accounts into which shall be placed all funds designated for its operation. All money received in the name of the Corporation, and not restricted as to particular purpose, shall constitute a general operating fund to be disbursed according to the criteria established in writing by the Board of Directors for the furtherance, administration and implementation of the goals and purpose of the Corporation.

9.2 Fiscal Period. The fiscal year of the Corporation shall be prescribed by the Board of Directors.

9.3 Budget. The Board shall adopt in advance of each fiscal period an annual operating budget covering all activities of the Corporation, as a guideline and goal, but shall not be bound by such budget.

ARTICLE X
MISCELLANEOUS

10.1 Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person.

10.2 Contracts. Except as otherwise provided in these Bylaws, the directors may authorize any officer or officers, agent or agents, to enter into any contracts or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general, or consigned to specific matters; and unless so authorized by the Board of Directors, no officer, agent or employee will have the power to or authority to bind the Corporation by any contract or agreement or to pledge its credit or to render it liable for any purpose or to any amount.

ARTICLE XI
AMENDMENT OF ARTICLES AND BYLAWS

11.1 Amendment of Articles and Bylaws. The Articles of Incorporation may be amended, and these Bylaws may be amended, or repealed and new Bylaws adopted, only by an affirmative vote of two-thirds (2/3) of the directors of this Corporation then in office.

11.2 High Vote Requirement. If any provision of these Bylaws requires the vote of a larger proportion of the Board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote.