Raystown Canoe Club Bylaws

 

 

Article I – Purpose

 

Section 1: To build community connections through recreation on the Juniata River during the annual Bloody Run Canoe and Kayak Race.

 

Article II – Membership

Section 1: Qualifications Of Membership

              Membership shall be open to any person whose interests are in keeping with the purposes of RCC.

 

Section 2: Classes of Members

              The Corporation shall have two classes of membership.

 

Section 3: Active Members

              Any person is eligible to become a Active Member. Only Active Members have a right to vote in the management of the RCC. Active Members, upon missing three RCC meetings without notice or regards, shall automaticly become Inactive Members.

 

 

Section 5: Election of Members

              Any person eligible for membership under these bylaws, on making a written application therefore and payment of dues, shall be elected to membership subject to approval of the Board.

 

Section 6: Voting

              Each Active Member shall have one (1) vote. The Primary Contact of record of each Active Member is authorized to vote on behalf of his or her Active Member. A bona fide representative of any Member shall be considered a Active Member or Inactive Member, as appropriate, where these Bylaws require individual participation (such as serving on committees).

 

Section 7: Passage of Vote

              A simple majority of those members casting a vote shall be sufficient for the passage of any motion coming before the membership. The quorum shall be ten percent (10%) of the Active Membership in good standing.

 

Section 8: Duration Of Membership and Resignation

              Membership in RCC may terminate by voluntary withdrawal or failure to pay dues herein provided. The right of a Active Member to vote and all other rights, privileges and interest of a member in or to the RCC, its rights, privileges and property shall cease on the termination of membership. Any member may, by giving written notice of such intention, withdraw from membership. Any member who fails to pay dues and remains in default, for a period to be established by the Board of Directors, shall immediately upon the expiration of this period cease to be a member.

   

Section 9: Suspension And Expulsion

              No member may be expelled or suspended and no membership may be terminated or suspended except as follows. The member shall be given not less than fifteen days prior written notice of the expulsion, suspension or termination and the reasons therefore. The member shall have an opportunity to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by the Board of Directors authorized to decide that the proposed action not take place. Written notice must be given by first class or certified mail sent to the last address of the member shown on the corporation's records. Any proceeding challenging an expulsion, suspension or termination (including a proceeding in which defective notice is alleged) must be commenced within one year after the effective date of the expulsion, suspension or termination. Any member expelled or suspended may be liable to the RCC for dues, assessments or fees incurred or commitments made prior to expulsion.

 

Article III - Board of Directors

Section 1: Number, Tenure and Qualifications

              (a)  Except as otherwise required by law or provided by these Bylaws, the entire control of RCC and its affairs and property shall be vested in its Board of Directors (Board). Board Members serve a maximum of two consecutive terms, aside from the exceptions specified below. After a one-year absence an individual may be reelected to the Board.

(b)  The terms of the Board Members shall be for a period of three (3) years or until their successors have been chosen.

(c)  At the completion of a Board Member's term(s) as Chairperson of the Board, he or she will assume the position of Immediate Past Chairperson for one (1) year. If this Board Member's term has expired, the number of Voting Board Members shall increase by one (1) seat to accommodate this position. At the end of the position's term, the additional Voting Board Member seat, if applicable, shall be dissolved.

(d)  The Board may choose to appoint, by majority vote, up to ten (10) Non-voting Board Members. The terms of Non-voting Board Members shall be designated at the time of appointment and may not exceed three (3) years.

 

Section 2: Election of Directors

              Each year, Active Members shall elect Voting Board Members by ballot. About one-third of the total Voting Board Members shall be elected each year. No person shall be elected to or hold the position of Voting Board Member who is not a bona fide representative of a Active Member at the time of election or appointment.

 

Section 3: Election and Appointment of Officers

 

Section 4: Duties of Officers & Directors

              The Officers shall perform the duties that are usually performed by such officers or duties assigned by the Board. Each Board Member must attend a minimum of three (3) Board Meetings annually.

 

Section 5: Resignation and Removal

(a)    The resignation of any Officer or Board Member shall be tendered to the Secretary and shall be effective upon receipt by the RCC.

(b)    Any member of the board of directors of the RCC as well as the entire board elected by the members may be removed by the members with or without cause at a meeting called for and stating that purpose. If a director is elected by a voting group, only that group may participate in a vote to remove that director. A director may only be removed if the number of votes cast to remove would be sufficient to elect the director other than a designated director who may only be removed by a bylaw amendment. Any member of the Board of Directors elected by the Board may be removed with or without cause by a majority of the directors of the RCC present at a meeting at which a quorum is present except that a director elected by the board to fill a vacancy by the voting members may be removed with cause by the voting members, but not by the board of directors.

 

Section 6: Vacancies

              In the event a Board Member is unable to serve, the Board may appoint a Member to fill the vacancy and complete the term of the person replaced.

 

Section 7: Authorized Designees

              The Board may employ a salaried or contract President, as well as other personnel. Such personnel will perform those duties and official acts on behalf of RCC as determined by the Board. The President shall have authority to employ and terminate staff, enter into routine contracts, disperse funds within set limits, and obtain legal consultation.

 

Section 8: Board of Directors Meetings

              The Board may provide, by resolution and with two (2) days notice, the time and place for the holding of regular meetings of the Board without other notice than such resolution.

 

Section 9: Quorum

              A simple majority of the Voting Board Members shall constitute a quorum for the transaction of business.

 

Section 10: Board Action Outside Regular Board Meetings

(a)  Any action required by law to be taken at a meeting of the Board of Directors, or any committee thereof, or any other action which may be taken at a meeting of directors, or any committee thereof, may be taken without a meeting if every member of the board in writing either: (i) votes for such action or (ii) votes against such action or abstains from voting and waives the right to demand that a meeting be held. Action is taken only if the affirmative votes for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted. The action shall only be effective if there are writings which describe the action, signed by all directors, received by the RCC and filed with the minutes. Any such writings may be received by electronically transmitted facsimile or other form of wire or wireless communication providing the RCC with a complete copy of the document including a copy of the signature.  Actions taken shall be effective when the last writing necessary to effect the action is received by the RCC unless the writings set forth a different date. Any director who has signed a writing may revoke it by a writing signed, dated and stating the prior vote is revoked. However, such writing must be received by the RCC before the last writing necessary to effect the action is received.  All such actions shall have the same effect as action taken at a meeting.

 

Section 11: Indemnification of Officers and Directors

(a)    All officers and directors of RCC are hereby indemnified from any and all liability including attorney fees and costs incurred in defending any action brought by any party by reasons of the Officer's or Director's responsibilities as an Officer or Director of RCC. The indemnification allowed under this section shall be as expansive as allowed under Colorado law.

(b)  Any Officer or Director requesting indemnification shall have conducted himself or herself in good faith; and shall have reasonably believed in the case of conduct in an official capacity with RCC, that his or her conduct was in RCC's best interests; and in all other cases, that his or her conduct was at least not opposed to the RCC's best interests; and in the case of any criminal proceeding, the person shall have had no reasonable cause to believe his or her conduct was unlawful.

(c)  A determination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

(d)  Indemnification permitted under this section in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.

 

Article IV – Meetings

 

Section 1: General Membership Meetings

              A general membership meeting may only be called by one-third (1/3) or more Board Members. These Board Members shall provide written notification to the Chairperson, who shall schedule the meeting to be held at a place and time appropriate to membership attendance.

 

Section 2: Financial Reports

              At each general membership meeting, the Board shall present a report showing the financial status of RCC as of the most recent month-end prior to said meeting.

 

Section 3: Order of Business

              The Board shall determine the order of business at any general membership meeting.

 

Section 4: Notice of Meetings

              Meetings of the membership at large shall be announced at least thirty (30) days prior to the meeting. Such announcement shall include an agenda of items to be discussed and/or voted upon at the meeting.

 

Article V - Dues and Finances

Section 1: Dues

(a)  The amount of dues shall be set by the Board and announced each year.
(b)  In order to be an Active Member, dues must be paid. The Board may decide to make additional assessments in order to accomplish specific RCC goals. Payment of additional assessments is not mandatory to maintain Active Membership.

 

Section 2: Fiscal Year

              The Board shall set the fiscal year of RCC.

 

Section 3: Deposit and Disbursement of Funds

              The funds of RCC may be placed in a Money Market Fund or other financial instrument as approved by the Finance Committee. Such funds shall be disbursed by the Treasurer or Board designees as prescribed by the Board.

 

Section 4: Expenditures

              RCC shall use its funds only to accomplish the objectives and purposes specified herein.

 

Article VI – Nominations

 

Section 1: Nominations Committee

              The Board shall annually appoint a committee of Board Members consisting of not less than four (4) to nominate candidates for Officers and Board Members.

 

Section 2: Procedures

              Nominations shall be formally sought and received from the membership. The Nominations Committee shall review the nominations and make recommendations for Board Member seats due to be filled. The Nominations Committee shall make a good faith effort to nominate Board Members that are representative of the Active Membership. At least half of all available Voting Board Member seats must be contested. Recommendations shall be forwarded to the Secretary or designee for the dissemination to the membership. A vote of the Active Members shall be conducted and the receipt and tabulation of ballots shall end no sooner than twenty-one (21) days after the mailing of the ballots.

 

Section 3: Propriety of Nominations

              Only nominations made as herein above provided shall be in order.

 

Article VII - Amendments of Bylaws

 

The Bylaws and any part thereof may be modified, altered, repealed, amended, abridged, added to, changed, enlarged or diminished by an affirmative vote of two-thirds (2/3) of the members of the Board. Written notification of any changes to the Bylaws must be distributed to the Board at least fifteen (15) days prior to the vote.