|
|
|
|
CHAPTER BY-LAWS OF FOLLOW ME TO CERTAIN DEATH 4x4 CLUB Last Revised October 1, 2006
ARTICLE I
MEETINGS OF MEMBERS
Sec. 1. ANNUAL MEETING. An annual meeting of the FM2CD Chapter shall be held at the office of the registered agent of the FM2CD Chapter, or such other place as designated by the Chapter Officers, at such date and time as designated by the Chapter Officers. The meeting shall be held at least ten (10) days prior to the annual meeting of all FM2CD members. 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 or forum. Sec.2. REGULAR MEETINGS. Regular meetings will be held by the FM2CD Chapter at regular intervals at the office of the registered agent of the FM2CD Chapter or via electronic means or such other place as designated by the Chapter Officers, at such date and time as designated by the Chapter Officers. . 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 or forum. Sec. 3. QUORUM. The presence, in person or by proxy, of a majority of the members 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 FM2CD website or forum to each member entitled to vote who was absent from such meeting. Sec. 4. SPECIAL MEETINGS. Special Meetings of Members other than those regulated by statute may be called at any time by a majority of the Officers. 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 FM2CD website or forum, 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. 5. 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 Chapter officers. 8. New Business. Sec. 5. SLATE. Prior to the Annual Chapter Meeting, the members shall make nominations for the election of Chapter 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 the FM2CD Chapter. At the Annual Chapter Meeting, the members shall make nominations for the election of FM2CD Directors. Any member in good standing may nominate and place the name of any past or current Chapter Officer in good standing on the slate for any director position of FM2CD. Sec 6. ELECTRONIC DELIBERATION. Electronic deliberation, including voting, will follow the standard format of Roberts rules of order. Issues for electronic deliberation may be presented by any member in good standing, including the President.
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 of Chapter Officers shall institute, with notification to each member. Sec 3. LIFE MEMBERS: Life memberships will be given by the Board of Directors 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 Chapter Officers and/or Board of Directors may take such disciplinary action as they 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 $40.00 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 OFFICERS Sec. 1. NUMBER. The affairs and business of the FM2CD Chapter shall be managed by the Chapter Officers, who shall be Members in good standing with FM2CD. The number of Officers shall be no more than seven (7) unless these by-laws as amended by due process. Sec. 2. HOW ELECTED. Elections will be held at the annual Meeting of Chapter Members. Nominations will be presented at least ten (10) days prior to elections being held. A nominee must be a member in good standing prior to being nominated. The person receiving the greatest number of the votes cast for each Office shall be so elected and shall serve in that role 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 Officers shall be one year and thereafter until his successor has been elected. Sec. 4. DUTIES OF OFFICERS. The Officers shall have the control and general management of the affairs and business of the FM2CD Chapter. Such Officers shall in all cases conduct of Chapter meetings and the management of Chapter, 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 State in which each Chapter resides. Sec. 5. COMMITTEES: The Officers shall establish such committees or positions and appoint any member to such position as may be beneficial for the conduct of FM2CD Chapter. The member so appointed shall serve at the pleasure of the Officers or for such terms as provided by the Officers. Sec. 6. OFFICERS’ MEETINGS. The Annual meeting of the Chapter Officers shall be held immediately following the annual meeting of the Chapter. Special meetings of the Officers 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 Officer by electronic means or by the posting of such notice on the FM2CD website or forum, 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 Officers 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 Officers, a majority of the Officers 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 Officers, each Officer is to have one vote. Sec. 10. VACANCIES. Vacancies occurring between annual meetings shall be filled for the unexpired portion of the term by a vote of a majority of the remaining Officers. Any meeting called for the filling of a vacancy of an office may be had by electronic means so long as all of the remaining members of the Board of Directors participates. Sec. 11. REMOVAL OF OFFICERS. Any one or more of the Officers may be removed either with or without causes, at any time by a three-fifths vote of the Chapter Officers or full Board of Directors, at any special meeting called for the purpose.
ARTICLE IV
ROLES OF CHAPTER OFFICERS Sec. 1. NUMBER. The officers of an FM2CD Chapter shall be: 1. President 2. Vice President 3. Secretary 4. Treasurer 5. Land Use Officer 6. Member(s) at Large Sec. 2. ELECTION. All officers of FM2CD Chapters shall be elected annually by the Chapter Members, 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 OF CHAPTER OFFICERS. The duties and powers of the Chapter Officers of FM2CD shall be as follows: PRESIDENT The President shall preside over all membership meetings and shall be present at all events when possible. He/She shall be without right to vote on chapter business except in case of a tie. He/She shall be the executive officer and shall have the duty to carry out the policies and decisions of the FM2CD Board of Directors. He/She shall present at each annual meeting of the Members of the condition of the business his/her Chapter and present that report to the Board of Directors of FM2CD as well. He/She shall see that the books, reports, statements and certificates required by the statutes are properly kept, made and filed according to law. He/She shall sign all notes, drafts or bill of exchange, warrants or other orders for the payment of money duly drawn by the Treasurer. He/She shall enforce these By-laws and perform all the duties incident to the position and office, and which are required by law. VICE PRESIDENT During the absence and inability of the President to render and perform his duties or exercise his powers, as set forth in these By-Laws or in the acts under which FM2CD is organized, the same shall be performed and exercised by the Vice President; and when so acting, he shall have all the powers and be subject to all the responsibilities hereby given to or imposed upon such President. SECRETARY The Secretary shall keep the minutes of the meetings of the members in appropriate books. He/She shall give and serve all notices of the FM2CD chapter. 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 places of residence, their 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. TREASURER The Treasurer shall have the care and custody of and be responsible for all funds and securities of the Chapter, and deposit such funds in the name of FM2CD in such bank or banks, trust FM2CD or trust companies or safe deposit vaults as the Board of Directors may designate. He/She shall collect the annual membership due from each member and maintain the current accounting for such in the Dues Book for membership. He shall notify the President at the Annual Meeting of any members whose dues are delinquent and shall remove such member from the membership rolls in accordance with the procedure set forth herein. He/She shall exhibit at all reasonable times his books and accounts to any director, officer or member of FM2CD upon request. He/She shall render a statement of the condition of the finances of the Chapter at each regular meeting of the membership, and at such other times as shall be required of him. He/She shall provide a full financial report to the BOD at least annually or upon request of the BOD. He/She shall do and perform all duties pertaining to the office of Treasurer. LAND USE OFFICERThe Land Use Officer shall be responsible for informing the Chapter of issues that affect the membership's recreational use of public lands. He/She will stay in close contact with the Land Use Director, and any State Level Land Management Agencies. The Land Use Officer is appointed by the Chapter Officers and not elected by the membership.
MEMBER(S) AT LARGE A Member at Large may be nominated and elected by the membership or may be appointed by the Chapter Officers. He/She represents the interests of the general membership and conducts projects and accepts duties as assigned by the President and the Chapter Officers. His/her duties would include: participating as an Officer attending meetings and special meetings as scheduled, both in person and via electronic means. Representing the general membership on issues of interest or concern, particularly those that arise outside of the standing committee structure. Conducts projects to further the goals of FM2CD or to develop services for the membership. Serves as chair of any ad hoc committee formed to develop these projects. Assists with conference and meeting planning and production. Attends the Annual Meeting, Membership Business Meetings, and related Board meetings. Attends other national state and/or local organization meetings (eg - VA4WDA) to promote FM2CD. Sec. 4. BOND. The Treasurer shall, if required by the Board of Directors, give to FM2CD such security for the faithful discharge of his duties as the Board may direct. Sec. 5. VACANCIES, HOW FILLED. All vacancies in any office occuring between Annual Meetings shall be filled by the Board of Directors without undue delay, at its regular meeting, or a meeting specially called for that purpose. Any meeting called for the filling of a vacancy for any office may be had by electronic means so long as all members of the Board of Directors participate. Any person so elected to fill the vacancy shall serve as that officer for the remainder of the unexpired portion of the term. Sec. 6. COMPENSATION OF OFFICERS. The officers shall receive no salary or compensation. Sec. 7. REMOVAL OF OFFICERS. The Board of Directors may remove any officer, by a vote of three-fifths of the Board, at any time with or without cause. 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 President 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 Officers shall be held by electronic means to the individual Members and Officers or by the posting of the notice on the FM2CD website or forum. 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 only by an action of the Board of Directors at an annual meeting or at a special meeting called for that purpose or via electronic deliberation. provided that written or electronic 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 Officers 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. Revision History: May 31st, 2005 Article I, Sec 2 – Added clause allowing for electronic deliberation Article I, Sec 6 – Added clause allowing for electronic deliberation Article II, Sec 8 – Raised dues from $25 to $35 Article III, Sec 1 – Increased maximum number of officers from 5 to 7 Article IV, Sec 1 – Added Member at Large to listing of officer positions Article IV, Sec 3 – Added Member at Large to listing of officers duties Article VII, Sec 1 – Added clause allowing for electronic deliberation
October 1st, 2006 Article II, Sec 8 – Raised dues from $35 to $40 |
|
|
