| The West End Trail Blazers, Inc. BY-LAWS |
| ARTICLE I: PURPOSE The West End Trail Blazers Inc. is a duly incorporated, non-profit 501[c][3] corporation, organized for the following purposes; (a) To foster and promote the use of the snowmobile. (b) To organize constructive events and rallies. (c) To provide instruction in safety. (d) To generally promote recreation through the use of the snowmobile. ARTICLE II: MONTHLY MEETINGS Regular monthly meetings will be held from September through April at a time and place to be set by the Board of Directors. Other meetings may be called by the President at any time upon a request by a majority of the Board of Directors or upon a Petition signed by 20 members and presented to the Presdent or to the Board of Directors. ARTICLE III: OFFICERS AND DIRECTORS (a) Officers: Officers of the Club shall consist of President, Vice President, Secretary and Treasurer. The election of officers shall be by majority vote of the members present at the April meeting. The officers shall hold office from December 1, following their election for a period of two years thereafter. (b) Directors: The Board of Directors shall consist of three [3]directors in addition to the officers above named who shall be members of the Board of Directors. The first year following the adoption of these By-Laws there shall be one(1) director elected for a 3-year term; one(1) director elected for a 2-year term; and one(1) director elected for a 1-year term. The director receiving the first highest vote total shall be a 3-year director. The director receiving the second highest vote total shall be a 2-year director; and the director receiving third highest vote total shall be a 1-year director. Thereafter, one director shall be elected each year for a 3-year term. In the event that any officer or director should fail to attend three(3) consecutive meetings without being excused by the President for a good reason, he shall be disqualified as an officer and/or director. His replacement shall be determined in accordance with the following procedure: (1) A vacancy on the Board of Directors shall be filled by the Board of Directors. (2) A person receiving a majority vote of the Board of Directors shall serve until the next regular election of officers and directors. ARTICLE IV; DUTIES OF THE BOARD OF DIRECTORS The Board of Directors shall govern the affairs of the Club in accordance with the stated Bylaws. Decisions of the Board of Directors shall be made by a majority of the Board members present. In the event of a tie, the President shall vote to break the tie. No business may be conducted at a meeting of the Board of Directors without a quorum present. A quorum consists of two (2) members. The Board of Directors shall meet prior to the regular meeting of the general membership. The minutes of the Board of Directors shall be printed and posted either at the clubhouse or at the place where the general meetings are held for a period of not less then three (3) days prior to the general meeting. In the event that any action of the Board of Directors shall be opposed, a written petiton may be signed by at least 20 members and be presented to the President or any member of the Board of Directors. No action shall be taken on that issue until the general membership has voted for the same at a special meeting called for that purpose with a general membership being given written notice of time, place and purpose. The above restriction(s) of the Board of Directors shall not apply to any action taken in an emergency situation. ARTICLE V: DUTIES OF OFFICERS The President shall preside at all meetings and shall serve as Chairman of the Board of Directors and shall execute all documents and contracts duly approed by the Board of Directors. The Vice President shall assist the President in performing his duties and in the President's absence, shall assume the duties of the President. In the event a vacancy occurs in the office of the Presidency, the Vice President shall serve as President for the unexpired term. The Secretary shall have the duty to keep the minute book and an accurate record of the minutes of the proceedings of the general membership and Board of Directors. The Secretary shall also be keeper of the corporate seal. He or she shall be responsible for notifying the general membership of all meetings and club functions. The Secretary shall keep all documents duly approved by the Board of Directors and executed by the President. The Treasurer shall have the duty to keep a record of all financial transactions of the club in a permanent ledger kept for that purpose; to receive all money accumulated by the club; give financial reports to the Board of Directors at meetings; to present all bills for payment to Board of Directors and to pay all bills properly-approved by the Board of Directors; to present the books and accounts for annual audit by person/persons chosen by the Board of Directors; to deposit funds as promptly as possible to the credit of the club in a bank approved by the Board Of Directors. The Treasurer shall have the authority to sign checks for the payment of bills and for other expenditures duly approved by the Board of Directors when co-signed by the President or Vice President. ARTICLE VI: STANDING COMMITTEES The following standing committees are established: (1) Budget &Finance Committee (2) Trail Committee (3) Social Events Committee (4) Such other committees as appointed from time-to-time by the President. Each standing committee shall be chaired by a member of the Board of Directors/Officers or shall consist of such members of the general membership as shall be appointed by the President and approved by the Board. Standing committees shall report to the Board of Directors at each meeting of the Board of Directors. The committee shall be responsible for adopting a budget and presenting the same to the Board of Directors for approval. ARTICLE VII: AMENDMENT OF BY-LAWS An amendment of the By-laws shall be approved by a two-thirds (2/3) vote of the general membership present at a meeting of which notice in writing shall have been given stating the proposed amendment to the By-laws. Any abstentions in voting on an amendment to these By-laws shall be presumed to be in favor of the By-laws as they existed prior to the time the vote was taken. ARTICLE VIII: MEMBERSHIP : (1) Dues: Dues shall be as set by the Board of Directors, not to exceed $15.00 per family and $10.00 single membership useless a different amount shall be approved by the general membership in accordance with the procedure set forth for amending these By-Laws. (a) Family membership shall be defined as a membership which covers husband, wife and all dependent childern under 18 years. For the purpose of voting on any issue coming before the club, a family membership is limited to two (2) votes. (b) Single membership shall be defined as a member who can legally own and operate a snowmobile and shall be entitled to (1) vote. (c) Business membership shall be defined as a membership from any business and will be entitiled to (1) vote. ARTICLE IX: ORDER OF BUSINESS AND PROCEEDINGS Proceedings of the club shall be governed by Roberts Rules of Order. Fixed order of business at meetings of the Board of Directors shall be: 1. Reading of the Minutes 2. Treasurer's Report 3. Committee Reports 4. Old Business 5. New business including correspondence 6. Adjournment General membership meetings order of business shall be: (1) Reading of the Minutes of the Membership Meeting (2) Treasurer's Report (3) Report of President in reguard to actions taken by the Board of Directors. (4) Announcements (5) Reports of special committees as reported at Board of Directors meeting. (6) Suggestions for the good of the club. (7) Adjournment. ARTICLE X: COMPLAINTS Any complaint made by a member regarding the conduct of another member or the conduct or performance of any officer, director or committee member or any complaint concerning the operation of any phase of the club activities or facilities shall be submitted in writing by such complaining member to the Secretary who shall transmit it to the Board of Directors for a final disposition. ARTICLE XL: DISSOLUTION OF ASSETS Upon the dissolution of West End Trail Blazers Inc.,the assets shall be distributed to one or more tax-exempt Snowmobile Clubs in Potter County within the meaning of section 501(c) (7) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local governmemt, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Revised: June 2, 2008 |
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