Section 1. This Corporation formed officially on November 22, 1978 shall be known as the

TUOLUMNE CITY MEMORIAL MUSEUM, INC.

Section 2. The purpose and objectives of the Corporation shall be as follows:

a. To perpetuate the memory of all peoples who have lived in that part of Tuolumne County, CA., known at various times as Summersville, Carters, and Town of Tuolumne.

b. To discover, collect, preserve, and interpret any material related to exploration, settlement, and development of said area.

c. To provide for the preservation, accessibility and display of any such material.

d. To encourage archeological investigations of aboriginal or pioneer sites within said area and the preservation of historical buildings, monuments and markers.

e. To stimulate and encourage the interest of students of all levels and the general public in the history of this geographical area.

Section 3. The Corporation shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Corporation shall inure to the benefit of any member or individual.

ARTICLE II: MEMBERSHIP AND DUES

Section 1. Eligibility: Any person interested in the history of Tuolumne City and the State of California may be enrolled as an active member of the Corporation by the payment of annual dues to the Treasurer.

Section 2. The Corporation shall be composed of active, and honorary members and any other categories the Board deems necessary.

Section 3. Active members shall pay annual dues, and each active membership shall have one vote.

Section 4. An honorary membership may be given to an individual in recognition of achievements or for services rendered to the Corporation upon a majority vote of the Board at a Board meeting. Honorary members shall not be required to pay dues; they may attend all meetings of the Corporation but shall not have the right to vote unless such honorary member is also an active member.

Section 5. The Board of Directors sets the amount of dues for the coming year. If no vote is taken, categories and dues shall remain the same.

Section 6. Dues are paid upon enrollment and annually thereafter on the anniversary of enrollment. A member, in order to vote, must be a member in good standing.

ARTICLE III: BOARD OF DIRECTORS AND OFFICERS

Section 1. The BOARD OF DIRECTORS shall be comprised of the President, 1^st Vice President, 2^nd Vice President, Treasurer, Secretary, the immediate Past President and four other persons all of whom shall be members in good standing. Those Directors other than the officers and immediate Past President shall be elected for two-year terms. Two 2-year Directors shall be elected each year. The Board will appoint a 5^th Director to fill the immediate Past President position if the immediate Past President is unable to serve.

Section 2. OFFICERS: The Corporation Officers, consisting of the President, 1^st Vice President, 2^nd Vice President, Secretary and Treasurer shall serve in their respective capacities at all meetings of the Corporation, i.e. Board meetings, and General Membership meetings.

a. The President and Vice Presidents shall serve no more than two consecutive one-year terms in the same office. (Amended January, 2006)

b. The President or his designated agent shall preside at all meetings of the Corporation. He shall have the powers and duties appurtenant to the office of the President.

c. The 1^st Vice President shall have the powers and exercise the duties of the President in the absence of the President.

d. The 2^nd Vice President shall have the powers and exercise the duties of the 1^st Vice President when the position of 1^st Vice President is vacant.

e. The Secretary shall be in charge of recording and keeping all records of meetings of the Corporation. He shall record minutes of General Membership meetings, Board meetings, the annual meeting, and any special meetings as designated by the President. The Secretary or Corresponding Secretary shall be in charge of all correspondence of the Corporation.

f. The Treasurer shall collect and record all income and expenditures of the Corporation and issue receipts. The written record of current financial records of the Corporation shall be available at all meetings of the Corporation and shall be read aloud upon request. He shall deposit all monies in a financial institution or institutions approved by the Board of Directors. An audit shall be made within 90 days of the end of each fiscal year by an agent or committee appointed by the Board. An annual financial report shall be given of all income and expenditures for the year at the annual meeting of the Corporation. The Treasurer shall collect membership dues and keep a current record of all active members.

Section 3. Vacancies: Any vacancies occurring on the Board or among the Officers during the year shall be filled by appointment at the next meeting of the Board following the creation of such vacancies except that a vacancy in the office of the President shall be filled automatically by the 1^st Vice President.

ARTICLE IV: COMMITTEES

Section 1. The Past Presidents of the corporation shall constitute an advisory committee to the President and Board of Directors.

Section 2. The President shall appoint chairpersons for all committees deemed necessary for a period of one year.

Section 3. All Officers, special appointees, committee chairpersons and committee members shall serve on a voluntary basis and may be reimbursed for approved expenses.

ARTICLE V: THE CORPORATION YEAR, ANNUAL MEETINGS, ELECTIONS

Section 1. CORPORATION YEAR: The Corporation’s fiscal year shall begin on the first day of January each year and shall end on the 31^st day of December of each year. The Corporation’s official year shall begin immediately at the conclusion of the annual meeting and shall continue through to the next annual meeting.

Section 2. ANNUAL MEETING: The annual meeting shall be held on the second Tuesday of January each year at which Officers and Directors for the ensuing year shall be installed. Officers and Directors elected shall take office immediately at the conclusion of the installation. Each retiring officer shall turn over to his successor in office all properties and records relating to that office.

Section 3. NOMINATIONS: No person may be a candidate in a Corporate election who had not been nominated or who is not a member in good standing in the Corporation. During the October meeting the Board shall select a nominating committee. The committee shall name a chairman and it shall be such person’s duty to call a committee meeting during October. The committee shall select one candidate for each office and the candidates for the other positions of the Board, and after securing the consent of each person so selected, shall report their selections at the November General Membership meeting. At this time nominations will be accepted from the floor with the consent of each person so nominated.

Section 4. ELECTIONS: Elections shall be held at the December General Membership meeting. The nominated candidate receiving the greatest number of votes for each office and board position shall be duly elected. No election of the immediate Past President need be made.

ARTICLE VI: DISPOSITION OF COLLECTIONS: Failure of the Corporation to have a quorum at its January annual meeting for three consecutive years shall be interpreted as the cessation of an effective working corporation. In that event, the Corporation shall be dissolved and all properties of the Corporation shall be distributed in accordance with the Articles of Incorporation after returning all properties on loan where title remains in the donor.

ARTICLE VII: AMENDMENTS:. Amendments to the By-Laws may be proposed at a Board meeting by a majority vote of a legal quorum. Proposed amendments to the By-Laws must be read at a General Membership meeting and voted on at the following General Membership meeting.

ARTICLE VIII: QUORUMS: Ten members of the Corporation shall constitute a quorum at any meeting of the general membership. Five members of the Board of Directors shall constitute a quorum for that body.

ARTICLE IX: PARLIAMENTARY PROCEDURE: Roberts Rules of Order (Revised) shall govern the proceedings of this Corporation, subject to any special rules the Corporation may adopt.

Proposed amendments for Article III, Section 2, Paragraph (a) unanimously approved by the TCMM Board of Directors at their public meeting on December 6, 2005.

By-Laws were read at the Annual General Membership Meeting and approved by the General Membership in attendance on January 10, 2006 in Tuolumne, California.