|
|
 |
|
|
Adobe Whitewater Club of New Mexico |
 |
|
|
AWC — now an ACA Paddle America Club |
||
| Goal: Foster local, regional and national cooperation for the betterment of paddling in America through a reciprocal membership arrangement between the AWC and the ACA. | ||
 |
||
| Adobe Whitewater Club of New Mexico | |
|
BY-LAWS OF THE ADOBE WHITEWATER
CLUB OF NEW MEXICO INC.
(Revision as of 11/2002)
ARTICLE I
IDENTIFICATION
Section
1 (Name and
Nature)
The Adobe Whitewater Club of New Mexico is a non-profit
corporation chartered in New Mexico. The Adobe Whitewater Club, hereafter
called the Club, shall be governed by a Board of Directors and other officers,
accept members, issue a Club journal at regular intervals, and carry out
activities related to river sports and the management of river resources.
Section
2 (Purposes)
The purposes of the Club are to promote river sports in New Mexico
and elsewhere, to develop skills in river running, to support the preservation,
protection, and improvement of rivers and river environments, to encourage the
safe usage of our rivers by all and to work for the continued availability of
rivers for recreational uses.
Section
3 (Principal
Office and Registered Agent)
The Board of Directors shall designate a principal office of the
Club, which shall be located within the state of New Mexico, and shall
designate a registered agent.
Section
4 (Revisions)
Revised: June & July 2002;
Approved by the Club:
ARTICLE II
MEMBERS
Section
1 (Membership)
1. Membership in the Club is open to persons interested in river
sports, in accordance with the conditions set forth below.
2. There shall be the following categories of membership:
Individual and Family. Additional categories of memberships may be established
by the Board of Directors.
3. Individual membership is open to a person who attained his or
her fourteenth birthday. Family membership is open to all members of a family.
For the purposes of these By-Laws, a family consists of two people living
together in a long term relationship and their children, if any, who qualify as
dependents under Federal tax regulations.
Section
2 (Rights and
Privileges)
1. Each family member of age 18 years or more and each individual
member, hereafter called voting members, shall have one vote on any matter
submitted to the membership voting.
2. Each Individual or Family Membership shall receive one copy of
the Club Journal, other mailings (either electronic or via USPS), and any other
notifications distributed to the members.
3. Members shall receive, by the Club journal or other
notification, timely notification of Club meetings, Club-organized and
Club-supported activities, procedures and schedules for nominations and
elections to Club offices, and other important Club activities.
4. A Membership becomes effective on the first day of the calendar
month following submission of a membership application and payment of annual
dues to the Secretary, and remains in force for one year, continuing in
subsequent years upon timely payment of the annual dues.
Section
3 (Termination of
Membership)
1. A membership may be terminated by that member upon written
notice to the Secretary, and will be terminated automatically whenever the
member is in default in the payment of annual dues for three months. Any
membership so terminated may be reinstated within one year by payment of the
dues for that year.
ARTICLE III
LOCAL OR SPECIAL INTEREST CHAPTERS
OF THE ADOBE WHITEWATER CLUB
Section
1 (Founding of
Chapters)
1. Because of the dispersion of the Club's membership over a wide
geographical region and/or wide variety of boating interests, the Club will
encourage and promote the creation of local or special interest AWC Chapters.
2. An AWC Chapter may be formed by a group of Club members, or by
affiliation with the Club of an existing organization whose nature and purposes
are consistent with those set forth in Article 1.
Section
2 (Relations
between the Club and Chapters)
1. The acceptance of a group as a local or special interest
Chapter of the Club shall be determined by the Board of Directors.
2. The relations between a Chapter and the Club shall be worked
out jointly by the Board of Directors and representatives of the Chapter. These
relations may vary from one Chapter to another, with account taken for special
circumstances.
3. Subject to the provisions of these By-Laws and general Club
policy, the activities of a Chapter will be the responsibility of the Chapter
members. The Club and its Board of Directors will actively foster cooperation
between Chapters and the Club as a whole.
ARTICLE IV
MEETINGS OF THE CLUB MEMBERSHIP
Section
1 (Types of
Meetings)
1. Regular Meetings of the Club membership will be held on a
schedule determined by the Board of Directors. Members will be notified of
regular meetings through the Club journal or other communication at least 2
weeks in advance.
2. Meetings of an AWC Chapter will be held in accordance with
procedures established by that Chapter.
3. Special Meetings of the Club membership may be called by the
Board of Directors to address specific issues by notice to the members through
the Club journal or other notification means at least two weeks in advance.
4. The Annual Meeting of the Club membership will be held at a
time and location determined by the Board.
Section
2 (Voting
Procedures)
1. Voting by the membership will be undertaken at Regular or
Special Meetings, or by other means of balloting deemed valid by the Board of
Directors (either mail, email or web) and distributed by the Secretary in
accordance with these By-Laws.
2. Vote shall be by ballot for election of the Board of Directors,
when required ( see Article V, section 2 ), amendments to By-Laws, appeals of
decisions of the Board of Directors, and other issues designated for ballot by
the Board of Directors. Subject to other provisions of these By-Laws, the
conditions for such balloting will be set by the Board.
3. Notice of discussion or voting at a meeting on any major policy
or substantive matter shall be delivered to the membership through the Club
journal or other notification at least two weeks in advance. Deposit of such a
mailing at a New Mexico Post Office at least 16 days in advance shall be deemed
sufficient for this purpose and for the notice requirements of Section 1 of
this Article. The Board of Directors shall determine the latest permissible
postmark date for mail and latest transmission time stamp for electronic ballot
returns.
Section
3 (Quorum)
No quorum is necessary for membership meetings, unless a vote on
an important substantive matter will be taken. Thirty voting members will
constitute a quorum.
ARTICLE V
BOARD OF DIRECTORS
Section
1 (Nature and
Duties)
1. The activities, business, and property of the Club shall be
controlled and managed by the Board of Directors. The Board shall determine the
policies of the Club. The Board shall report to the membership on its policies
and actions through the Club journal or otherwise in a timely and regular
manner.
2. The Board shall consist of ten Directors. Five Directors shall
be elected to the Board in the fourth quarter of each calendar year as provided
in Section 2 of this Article, for a term of two years beginning January 1 of
the year following election and expiring December 31 of the Subsequent year.
3. The Board of Directors shall have absolute discretion in the
spending the Club's funds and the disposition of its property.
Section
2 (Elections)
1. Each year, no fewer than 5 candidates, will be nominated by the
board of directors for election to the Board for the following calendar year.
The Board will also nominate additional candidates if additional board
vacancies exist. The list of nominees will be published in the Club journal and
sent to the membership no later than September 15. Additional nominations, from
the membership, may be made by petition signed by ten voting members of the
Club and delivered to the Secretary no later than October 15. If any additional
nominations are received before the September 15 deadline, they will be counted
as part of the Board’s nomination quota.
2. To be nominated or elected to the Board of Directors, a
candidate must (a) be a resident of New Mexico, (b) have held membership in the
Club continuously since June 1 of the year of the nomination.
3. If, as of the October 15 deadline for additional nominations,
the number of nominations equals or is less than the number of board openings,
then balloting by the membership is not required. The board of directors will
vote to consider and validate these candidates by the end of December
3a. If a member feels balloting is appropriate, regardless of the
number of candidates nominated, a member or members can direct the Board to
hold balloting by submitting written notification, signed by at least 10 voting
club members, to the Secretary by the October 15 deadline.
3b. When the Board validates a slate of candidates, if there are
both 2 and 1 year duration (due to board vacancies occurring pre-maturely)
board of director openings, the board will vote to determine which new
directors will fill the 2 and 1 year positions.
3c. If the number of nominations is greater than the number of
board openings then board members will be chosen by vote, with balloting open
to the membership.
3d. If balloting is held, ballots listing all eligible candidates
will be made available by the Secretary to voting members by November 1. Each
voting Member may vote for one candidate for each open board position, by
marking the ballot distributed by the Secretary or any other suitable ballot
form. Write in candidates are allowed.
4. If returning the ballot by mail, the ballot must be sealed in
an envelope, which is mailed to the Secretary and postmarked no later than
December 1. The outside of the envelope must be clearly marked as a ballot and
signed by the voter.
4a. If returning the ballot via e-mail, the mail must be sent to
the Secretary on or before December 1.
4b. Generally, the secretary will be responsible for counting the
ballots and that shall be done by January 15 of the new year. If a club member
submits a request to the Secretary (by December 1) to convene a Special Meeting
to count the ballots, a Special Meeting open to all club members will be called
to count the ballots. In this case, the sealed ballot envelopes will be opened
for the first time at the Meeting and the ballots counted publicly, with the
physical ballot count being combined with any electronic votes received. Proof
of those votes received electronically will be made available by the Secretary
at the Special Meeting. The Special Meeting shall be held by January 15 of the
new year.
5. A vacancy on the Board of Directors may be filled by the Board
for the remaining portion of the term for that vacancy. Election to vacant
Board positions shall be done at a Board meeting only after notification to all
Board members in advance of the specific positions for which election is to be
considered at that meeting.
6. A Director who does not attend any Board meeting over a
continuous period of 100 days shall automatically cease to be a Director and a
vacancy shall exist, unless the Board shall determine that his absence was
justified.
Section
3 (Procedures of
the Board)
Each Board of Directors shall determine its own program of work
within the following framework:
1. The Board shall meet a minimum of six times during its term of
office.
2. The first meeting of a newly elected Board shall take place no
later than January 31. The officers of the Club of the previous year shall
attend this meeting and report on the state of the Club.
3. To the extent feasible, the schedule of Board meetings will be
set on a regular and long-term basis, with due regard to the location of
residence and employment obligations of the different Directors.
4. Special meetings of the Board may be held as needed, with due
regard to the desirability of adequate advance notification to Board members.
Such meetings shall be called by the President, either on the President’s own
determination of need, or upon request by three Directors.
5. The quorum for any Board meeting is five Directors.
Section
4 (Decisions and
Voting)
1. Major substantive decisions of the Board of Directors can only
be made at a Board meeting at which there is a quorum or by polling (either
telephone, email or similar communication). At board meetings, such decisions
require the affirmative vote of a majority of the Directors present. Polls
require the affirmative vote of a majority of the Directors. These votes may be taken in person, via
telephone or via electronic communication. The poll shall be conducted by the
Secretary, or if the Secretary is unavailable, by a designee of the President.
The results of the poll shall be reduced to writing by the Secretary and
submitted to the President for approval.
Section
5 (Gifts)
1. The Board of Directors may accept offers of contributions in
the name of the Club, as long as they do not run counter to its purposes or
rules. All such offers must be reported to the Board, and may not be accepted
on behalf of the Club until approved by the Board.
Section
6 (Membership
Dues)
1. The Board of Directors shall determine the Annual Dues payable
to the Club as a condition of membership.
ARTICLE VI
OFFICERS
Section
1 (0fficers)
The officers of the Club shall be the President, Vice-President,
Secretary, and Treasurer.
Section
2 (Election and
Term)
1. The officers of the Club shall be elected by the members of the
Board of Directors. The President and Vice-President must be a Board member.
The Secretary and Treasurer do not have to be a Board member, but must be a
member in good standing with the Club. This election will be at the first Board
meeting held in each calendar year.
2. Each officer shall serve until replaced under the provision of
the previous paragraph unless that officer resigns or is removed from office
under Section 4 of this article.
3. A vacancy in any office may be filled by the Board of Directors
for the remaining portion of that term.
4. Any officer appointed by the Board of Directors may be removed
by the Board of Directors whenever in its judgment the best interest of the
Club would be served. An affirmative vote of seven Board Members is required to
remove the officer from the post.
5. Appointment and removal of officers shall be done at a Board
meeting only after notification to all Board members in advance of the specific
offices for which appointment or removal are to be considered at that meeting.
Section
3 (President)
The President shall be the principal executive officer of the Club
and shall preside at Membership meetings and Board meetings.
Section
4 (Vice-President)
The Vice-President shall perform the duties of the President in
the President’s absence and shall assume such other responsibilities as assigned
by the President or the Board of Directors.
Section
5 (Secretary)
The Secretary shall keep records of meetings of the Club
membership and of the Board of Directors. These records shall be available upon
request for inspection by any member of the Club. The Secretary shall also keep
custody of the corporate records, maintain a registry of all members and
perform other duties incident to the office as directed by the Board.
Section
6 (Treasurer)
1. The Treasurer shall have charge and custody of and be responsible
for all funds of the Club, receive and give receipts for all moneys due and
payable to the Club, and deposit all such funds in the name of the Club. The
Treasurer shall prepare a financial statement for the year of his or her term
for presentation to the newly-elected Board at its first meeting, and shall
prepare additional financial statements as the Board may require.
2. If required by the Board of Directors, the Treasurer shall give
a bond to the Club in such a sum and with such sureties as the Board of
Directors shall determine.
3. All checks, drafts, or orders for the payment of money, notes
or other evidence of indebtedness issued in the name of the Club, shall be
signed by such officer or officers of the Club and in such a manner as shall be
determined by the Board of Directors. In the absence of such determination be
the Board of Directors, such instruments shall be signed by the Treasurer.
ARTICLE VII
CLUB COMMUNICATIONS
Section
1 (Management of
the Journal)
1. The Club shall maintain and distribute a Club journal, to be
published on a regular basis.
2. The Editor of the journal shall: be a member of the Club; be
selected and directed by the Board of Directors.
3. The Editor shall work with the Board to establish general
policy and procedures for the journal. The Board and the President on her or
his own initiative, may require the publication in the journal of statements,
reports and messages to the membership. Within this framework, the Editor shall
be responsible for management and content of the journal, for choosing and
supervising its staff, and for insuring its distribution to the Club
membership.
Section
2 (Communication)
1. Notification of events and issues can be sent out in via
various forms of communication. The club will strive to use the most cost
efficient and member preferred method of communication, where possible.
ARTICLE VIII
BOOKS, RECORDS, AND CONTRACTS
Section
1 (Books and
Records)
The Club shall keep correct and complete books and records of all
accounts. The books and records shall be maintained by the Secretary. All books
and records of the Club may be inspected by any member in good standing.
Section
2 (Contracts)
The Board of Directors may authorize any officer or officers,
agent or agents of the Club to enter into any contract or execute and deliver
any instrument in name of or on behalf of the Club and such authority may be
general or confined to specific instances.
ARTICLE IX
FISCAL YEAR
The fiscal year for the Club shall be the calendar year.
ARTICLE X
AMENDMENT OF BY- LAWS
Amendment of these By-Laws must be approved by ballot by a
majority of the votes returned by the voting members.