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NATIONAL BY-LAWS OF FOLLOW ME TO CERTAIN DEATH JEEP CLUB Revised June 11, 2004
ARTICLE I
MEETINGS OF MEMBERS
Sec. 1. ANNUAL MEETING. The annual meeting of all FM2CD Members shall be held at the office of the registered agent of FM2CD, or such other place as designated by the Board of Directors, at such date and time as designated by the Board of Directors. If the day so designated falls upon a legal holiday, then the meeting shall be held upon the first secular day thereafter. The Secretary shall serve by electronic means a notice thereof, addressed to each member at the member’s e-mail address as it appears on the corporate book or to the general membership by posting the notice on the FM2CD website and/or forum. Sec. 2. QUORUM. The presence, in person or by proxy, of a majority of the directors entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time not less than two (2) nor more than thirty (30) days later, and the Secretary shall thereupon give at least two (2) days notice by electronic mail or by posting on the corporate website to each director entitled to vote who was absent from such meeting. Sec. 3. SPECIAL MEETINGS. Special Meetings of Members other than those regulated by statute may be called at any time by a majority of the Directors. Notice of such meeting stating the purpose for which it is called shall be served on each member by electronic means or posted on the corporate website, not less than ten (10) days before the date set for such meeting, except as otherwise provided by statute. No business other than that specified in the call for the meeting shall be transacted at any meeting of the Members. Sec. 4. ORDER OF BUSINESS. The order of business at all meetings of the Members shall be as follows: 1. Roll Call. 2. Proof of notice of meeting or waiver of notice. 3. Reading of minutes of preceding meeting. 4. Reports of Officers. 5. Reports of Committees. 6. Unfinished Business. 7. Submission of a slate with nominations of members for the FM2CD officers. 8. New Business. Sec. 5. SLATE. At the Annual Members’ Meeting, the members shall make nominations for the election of FM2CD officers. Any member in good standing may nominate and place the name of any member in good standing on the slate for any officer position of FM2CD.
ARTICLE II MEMBERS Sec. 1. MEMBERS: There shall be one class of members: All persons registered with FM2CD and fulfilling the requirements of membership as prescribed herein shall be members in good standing. Sec. 2. REQUIREMENT OF MEMBERSHIP: All members (i) shall be assessed an Annual Membership fee as prescribed by the Board of Directors, which shall be paid annually prior to registering or renewing of the membership in FM2CD; (ii) shall attend no less than two FM2CD functions each year, including outings, social gatherings and FM2CD membership meetings (including the Annual Meeting); (iii) must conduct himself/herself in a lawful, proper and courteous manner during all FM2CD functions; (iv) must comply with the Code of Responsibilities as established by the Board of Directors; and (v)may comply with such other requirements of membership as the Board of Directors shall institute, with notification to each member. Sec 3. LIFE MEMBERS: Life memberships will be given as a special recognition for an existing member going far and beyond the normal expectations for FM2CD members. The number of life members is not to exceed five (5) unless amended by due process. Life Members will have the annual membership fee waived, but do have to meet all other requirements for membership, as well as abide by the Membership Code of FM2CD. Sec. 4. TERMINATION OF MEMBERSHIP: Any member who has not paid the membership annual dues; has attended less than two FM2CD functions during a fiscal year; has acted improperly or illegally at an FM2CD function, has violated the Code of Responsibilities of FM2CD; or has not fulfilled the additional requirements as may be properly instituted by the Board of Directors, shall be removed from the rolls of the membership of FM2CD and shall not be in good standing as a member of FM2CD. Sec. 5. DISCIPLINARY ACTION: Any member who has violated the provisions of the by-laws for Termination of Membership ( Art. II, Sec. 4), the Board of Directors may take such disciplinary action as the Board of Directors may deem appropriate, including termination, removal from the web forum, and being banned from specific membership functions. Sec. 6. VOTING: No member, nor Chapter Officer of FM2CD, shall have voting rights on any matter which may come before FM2CD and/or before the Board of Directors. All authority of FM2CD shall be governed by the Board of Directors of FM2CD and thus enforced by the Chapter Officers. Sec. 7. AGE REQUIREMENT: Except as provided herein, members must be at least eighteen (18) years of age and hold a valid driver’s license. Any person under the age of eighteen (18) seeking membership must sign and have his or her parent or legal guardian sign a Letter of Release releasing FM2CD from any liabilities for the negligence, contributory negligence or tort of the parents’/guardian’s ward or any member of FM2CD. Sec. 8. ANNUAL DUES: The annual dues of FM2CD shall be $25.00 or such other amount as may be prescribed by the Board of Directors. All dues are non-refundable. Sec. 9. ADDRESS: Members shall notify the Secretary of FM2CD of his or her current mailing and e-mail addresses, change of mailing or e-mail address, and other personal information as reasonably required by the Board of Directors.
ARTICLE III BOARD OF DIRECTORS Sec. 1. NUMBER. The national affairs and business of FM2CD shall be managed by a Board of Directors, who shall be Members in good standing with FM2CD. The number of directors shall be no more than five (5) unless these by-laws as amended by due process. Sec. 2. HOW ELECTED. Elections will be held at the annual Meeting of FM2CD Members. Nominations will be presented at least thirty (30) days prior to elections being held. A nominee must have held a Chapter office prior to being nominated for a Directorship. The person receiving the greatest number of the votes cast for each directorship shall be a director and the director(s) so elected shall constitute the Board of Directors for the ensuing year or until the next election, whichever is last to occur. Sec. 3. TERM OF OFFICE. The term of office of each of the Directors shall be one year and thereafter until his successor has been elected. Sec. 4. DUTIES OF DIRECTORS. The Board of Directors shall have the control and general management of the affairs and business of FM2CD. Such Directors shall in all cases act as a Board regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of FM2CD, as they may deem proper, not inconsistent with these By-Laws, the laws of the United Sates of America and/or the laws of the States in which each Chapter resides. Sec. 5. COMMITTEES: The Board of Directors shall establish such committees or positions and appoint any member to such position as may be beneficial for the conduct of FM2CD business. The member so appointed shall serve at the pleasure of the Board of Directors or for such terms as provided by the Board of Directors. Sec. 6. DIRECTORS' MEETINGS. The Annual meeting of the Board of Directors shall be held immediately following the annual meeting of the Members. Special meetings of the Board of Directors may be called by the President at any time and shall be called by the President or the Secretary upon the written request of two (2) or more directors. Sec. 7. NOTICE OF MEETINGS. Notice of meetings, other than the regular annual meetings, shall be given by service upon each Director by electronic means or by the posting of such notice on the corporate website, at least two (2) days before the date therein designated for such meeting, specifying the time and place of such meeting including, and the business to be brought before the meeting and no business other than that specified in such notice shall be transacted at any special meeting. At any meeting at which every member of the Board of Directors shall be present in person or by proxy, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called. Sec. 8. QUORUM. At any meeting of the Board of Directors, a majority of the Board shall constitute a quorum for the transaction of business; but in the event of a quorum not being present, a lesser number may adjourn the meeting to some future time, not more than five (5) days later. Sec. 9. VOTING. At all meetings of the Board of Directors, each Director is to have one vote. Sec. 10. VACANCIES. Vacancies on the Board occurring between annual meetings shall be filled for the unexpired portion of the term by a vote of a majority of the remaining Directors. Any meeting called for the filling of a vacancy of a directorship may be had by electronic means so long as all of the remaining members of the Board of Directors participates. Sec. 11. REMOVAL OF DIRECTORS. Any one or more of the Directors may be removed either with or without causes, at any time by a three-fifths vote of the full Board of Directors, at any special meeting called for the purpose.
ARTICLE IV NATIONAL OFFICERS Sec. 1. NUMBER. The officers of FM2CD shall be: 1. Chairman 2. Co-Chairman 3. Secretary 4. Financial Director 5. Land Use Director Sec. 2. ELECTION. All officers of FM2CD shall be elected annually by the Chapter Members at its meeting, and shall hold office for the term of one year or until their successors are fully elected. The Chapters Membership shall vote for the election of such officers from the slate presented by the Members at the previous meeting. The candidate receiving a majority vote of the Chapter Membership for each office shall be so elected to that office. Sec. 3. DUTIES AND POWERS OF NATIONAL OFFICERS:
The CHAIRMAN shall preside over all board meetings and shall be present at as many FM2CD events as possible. He/She shall be the executive officer and shall have the duty to carry out the policies and decisions of the BOD. He/She shall be without right to vote on the BOD except in case of a tie.
The CO-CHAIRMAN shall, in the absence of the Chairman, serve in that capacity. He/She will also serve as the Parliamentarian and perform such duties as may be assigned by the BOD.
The SECRETARY shall keep and preserve all records and minutes of the meetings of the BOD. He/She will also keep record of all individual Chapter records and minutes as well. He/She shall keep the membership books in the manner as may be prescribed by law, so as to show at all times the membership roll, the payment of dues and the manner and the time the same was paid in, the names of the members thereof, alphabetically arranged, their respective Chapters, places of residence, post office address, and the time at which each person became a member. He/She shall attend to all correspondence and perform all the duties incident to the Office of the Secretary The FINANCIAL DIRECTOR shall keep accurate and complete records of the funds and accounts of this organization. He/She shall keep a file system of membership. He/She shall collect all dues and maintain a record thereof. He/She shall make only such disbursement from the funds of the organization as are directed by the BOD.
The LAND USE DIRECTOR shall be responsible for coordinating and communicating the Club and it’s Chapters of issues that affect the membership's recreational use of public lands. He/She will stay in close contact with the Land Use personnel of the UFWDA, the BLM and the Land Use Officers of the individual Chapters. The Land Use Director is appointed by the BOD, and not elected by the general membership.
ARTICLE V BILL, NOTES & DRAFTS Sec. 1. HOW MADE. All bills payable, notes, checks or other negotiable instruments of FM2CD shall be made in the name of FM2CD, shall be signed by the Chairman or Treasurer. No officer or agent of FM2CD, either individually or jointly with others, shall have the power to make any bill payable, note, check, draft or warrant or other negotiable instrument, or endorse the same in the name of FM2CD, or contract or cause to be contracted any debt or liability in the name of or on behalf of FM2CD, except as herein expressly prescribed and provided.
ARTICLE VI SERVICE OF NOTICE Service of the Members and Directors shall be held by electronic means to the individual Members and Directors or by the posting of the notice on the corporate website. Such notice so made pursuant to these Rules shall satisfy all requirements of Notice for meetings and other actions.
ARTICLE VII AMENDMENTS Sec. 1. HOW AMENDED. These By-Laws may be altered, amended, repealed or added to by an action of the Board of Directors, at an annual meeting or at a special meeting called for that purpose, provided that written notice shall have been sent to each member of record, which notice shall state the alterations, amendments or changes which are proposed to be made in such By-Laws. Only such changes as have been specified in the notice shall be made. If, however, all the Directors shall be present at the regular or special meeting in person or proxy, these By-Laws may be amended by a unanimous vote, without any previous notice.
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