drafted March 15, 2003

Discussion at http://htrc.org/forum/viewtopic.php?t=211
Printable Word Doc at http://htrc.org/bylaws/bylaws-DRAFT.doc (2 pages)

Heartland Trail Riders Council
Bylaws

Article 1 Location
Section 1 The name of this organization is the Heartland Trail Riders Council  (htrc.org)
Section 2 The registered office of this organization shall be located in Louisville, Kentucky, county of Jefferson, and Commonwealth of Kentucky.

Article II Purpose
Section 1 The Purpose of this Organization Shall Be:
a. To promote safe enjoyable recreational ATV riding.
b. To unite various organizations and clubs in the eight states of KY, IN, NC, VA, WV, TN, IL, OH to save and advance the conditions of trails in all.
c. To do and perform any and all acts of things necessary, proper, or convenient or incidental to the furtherance or carrying out of the powers or purposes herein mentioned.

Article III Operation
Section 1 Board of Directors
a. The responsibility for the general control and management of the policy, affairs, and direction of the Heartland Trail Riders Council be vested in the board of directors.
b. Membership: the authorized number of elected directors shall be limited one (1) representative per chartered club plus five (5) unaffiliated members. Chartered clubs shall elect their HTRC representative.
c. Term of office: term of office shall be two (2) years. A director cannot serve more than two consecutive terms, re-elections shall not occur until a one-year absence occurs; at which time the individual may reapply.
d. Removal: any member may be removed at the will of the board upon the vote of at least two-thirds of the board in favor of such action. Absences, which number greater than three (3) monthly board meetings in any one-year may necessitate removal at the discretion of the board.
e. Vacancies: vacancies in the board shall be filled by appointment made by the nominating committee with approval of a majority of Heartland Trail Riders Council members at the annual meeting. Vacancies Caused by Board Member resignation in the course of the year may be filled at the board's discretion.
f. Officers: there shall be a president, vice- president, secretary, and treasurer. The board itself immediately following each annual meeting shall elect these officers. Each officer shall serve a one (1) year term and can be reelected by the board, but shall serve no more than two (2) consecutive terms in any office.

Section 2 Standing Committees
a. Standing committees may be established by the board of directors as necessary.
b. Advisory committees may be established by the board of director's as necessary.

Section 3 Meetings
a. Meetings of the board of directors shall be held on regular basis. An annual meeting of the organization shall be held each year. The chairperson may call special meetings.

b. Notice of all meetings shall be given at least ten (10) business days in advance of such meetings to every member of the board.

Section 4 Quorum
a. A simple majority of the board shall constitute a quorum.

Section 5 Voting
a. Each board member in personal attendance at any meeting of the board shall be entitled to one (1) vote.

Section 6 Procedural Powers
a. The board may consult and enter into any agreement with other agencies pursuant to the general purposes and objectives of Heartland Trail Riders Council.
b. The board shall be empowered to receive funds in support of the Heartland Trail Riders Council.

Section 7 Nominating Committee of the Board of Directors
a. Nomination of persons for board membership are to be voted upon by the general membership at the annual meeting of the organization. Nominations for board membership to be voted upon may be made from the floor at the annual meeting, providing the nominee gives consent.

Section 8 Duties of Officers of the Board of Directors
a. The president of the board shall perform such duties as are usually performed by such officer and shall preside at all meetings of the board. The president shall appoint such committees as are deemed necessary by the board and may serve as an ex-officio member of such committees.
b. The vice-president of the board, in the absence of the president, shall have the powers and duties of the president.
c. The secretary of the board shall keep the corporate records, as well as the minutes of the board meetings and shall perform the duties usually incidental to that office.
d. The treasurer of the board shall be the custodian of all funds and property of the organization. The treasurer shall see that a full and accurate account of the financial affairs of the organization is kept, and make a financial report to the board upon request of the president. The treasurer shall also perform any other duties usually incidental to that office

Article IV Finances
Section 1 The board shall annually certify all account or shall have all accounts audited annually by a certified public accountant, not otherwise employed by the board.
Section 2 The accounting methods of the organization shall be in accordance with accepted accounting practices. There shall be a statement showing, in reasonable detail, the sources of income, manner of expenditures and any funds held in a separate account.
Section 3 The organization shall be operated upon a budget set up at the beginning of a fiscal year, which shall be January 1.
Section 4 There shall be at least two (2) authorizing signatures, consisting of the officers of the board for all disbursements and expenditures. The board may designate additional individuals, including staff as authorized signatures.
Section 5 Upon dissolution of the Heartland Trail Riders Council, all funds and property remaining after paying or adequately providing for the debts and obligations of the organization shall be held in trust for the use of benefit of or distribution to, another non-profit organization organized and existing for the general purposes and objectives of the organization, as herein above stated. This shall not apply to the use of any governmental funds, which in the case of dissolution would revert back to their source.

Article V Service Area
Section 1 The service area of the Heartland Trail Riders Council, shall encompass Kentucky and surrounding states. The service area may be modified as necessary to carry out the functions of the organization.

Article VI Consortium
Section 1 Membership will be open to any individual interested in supporting the purpose of the organization.
Section 2 Membership in the Heartland Trail Riders Council may be terminated by action of the board of director's.
Section 3 Term of membership shall be annual from January 1 to December 31.
Section 4 Dues for membership in the Heartland Trail Riders Council shall be established at the annual meeting of the organization. All directors shall be members in good standing.
Section 5 Each member shall be entitled to one vote to be cast at any meeting of the consortium.
Section 6 Pecuniary gain
a. The consortium shall not afford pecuniary gain incidentally or otherwise to its members and officers.

Article VII Amendment
Section 1 The center's by-laws may be amended at any meeting of the board of directors, provided notice of the proposed amendment has been mailed to each board member at least five (5) days prior to such meeting. Amendments to the by-laws be passed by a two-thirds vote of the board.
Section 2 The meetings of the board of directors of the center shall be conducted in accordance with Robert's rules of order.
 

 


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