CHC BYLAWS: FINAL DRAFT

 

 

Article One     NAME

 

This organization shall be known as the Capital Hiking Club.

 

 

Article Two     PURPOSE AND VALUES

 

Section 1.  The Capital Hiking Club (hereinafter, the Club) shall be a non-profit organization whose purpose is to provide the Washington, D.C. metropolitan area with safe, quality hiking and outdoor activities, and to promote fellowship, the sport of hiking, and love and respect for natural environments.

 

Section 2.  The values of the Club are:

 

          Safety-- to insure that all Club activities are conducted in the safest possible manner;

 

Inclusion-- to welcome persons interested in the sport of hiking without regard to race, religion, sex, national origin, or economic circumstance;

 

Accessibility-- to provide hiking opportunities in the Washington, D.C. area, within reach of public transportation to the extent possible;

 

Preservation— to promote love, respect, and preservation of natural environments;

 

Community— to foster fellowship among those who take part in the Club’s activities;

 

Volunteerism—to develop a core group who support the Club  by such means as leading hikes, serving on committees and the Executive Board, and assisting in other necessary tasks;

 

Longevity—to employ sound management and financial principles to insure the continued existence of the Club as a going concern.

 

 

Article Three     MEMBERSHIP

 

Section 1.  Annual membership shall be open to all persons upon payment of the current year’s dues.

 

Section 2.  A membership in the Club may be terminated for cause by a majority vote of the total number of Board Members.

 

 

Article Four     OFFICERS, EXECUTIVE BOARD

 

Section 1.  The Executive Board acts as the governing body of the Club on all matters that do not require a vote by the general membership.

 

 

Section 2.  The Executive Board comprises the following Members: 

 

Officers of the Organization:  President, Secretary, Treasurer;

 

Board Members performing specific functions essential to the operation of the Club;

 

At-large Board Members, invited to serve at the option of the Executive Board, by reason of their experience and prior service to the Club.

 

 

Section 3.  The Executive Board shall comprise no fewer than seven and no more than fourteen Members at any given time.

 

 

Section 4.  Officers and Board Members shall serve one-year, renewable terms.  The President shall be limited to five terms in that office, but may hold other offices upon leaving the presidency.  Officers other than the President shall not be limited as to the number of terms served in a given office.   

 

Section 5.  Should an Officer or Board Member resign or leave office before completion of a term, an interim successor shall be elected by majority of the total number of Board Members at the next quarterly meeting of the Executive Board and shall serve until the next annual general meeting.  In cases of unusual urgency, where replacement of a Board Member is required before the next quarterly meeting, the President along with the two other Board Members, acting as a committee, shall choose a replacement, who shall serve until the next quarterly meeting.  Should it be necessary to replace the President in case of unusual urgency, three Board Members, acting as a committee, shall choose a replacement, who shall serve until the next quarterly meeting.

 

Section 6.  Because functions required for effective operation of the Club change with time, positions of Board Members that are defined by the specific function assigned to their holders may be modified, combined, terminated, or added by majority of the Members of the Executive Board in attendance at a quarterly meeting.   Upon termination of a position defined by the function performed by its holder, the holder shall thereupon leave the Executive Board.  When such a position is added, a new holder shall thereupon be elected by majority of the members of the Executive Board in attendance at a quarterly meeting, to serve until the next general meeting.

 

Section 7.  When changes specified in Article Four, Section 6 are enacted by the Executive Board with respect to the positions defined by the functions performed by their holders, amendments to the bylaws shall not be required.

 

Section 8.  Following their enactment by the Executive Board, changes specified in Article 4, Section 6 shall be recorded by a designated Member of the Executive Board in a continuously updated reference document, to be known as the Executive Roster.  The aforesaid document shall contain a list of all currently serving Members of the Executive Board as well as a current listing in generic terms of the duties specific to each Member.

 

Section 9.  No Officer or Board Member shall receive a salary for services, but the Board may reimburse members for authorized expenses incurred on behalf of the Club.

 

 

 

Article Five     MEETINGS

 

Section 1.  The Executive Board shall meet once every quarter, ordinarily in January, April, July, and October.

 

Section 2.  At a quarterly meeting of the Executive Board a majority of the Members of the Executive Board shall constitute a quorum for the transaction of business.  All Members of the Executive Board, as enumerated in Article 4, Section 2 shall be entitled to vote on all matters before that body.

 

Section 3.  A general meeting open to all Members of the Club shall be held annually, ordinarily following the April meeting of the Executive Board, to elect all Members of the Board.  The Members of the Club in attendance at a general meeting shall constitute a quorum.  A simple majority of the quorum shall be required to elect a candidate to office.

 

Section 4.  A general meeting, open to all Members of the Club, shall act to ratify amendments to the bylaws, or revision of the document as a whole, after approval of such amendments or revision by the Executive Board as specified in Article 8, Section 1.  The Members of the Club in attendance at such a general meeting shall constitute a quorum.  A two-thirds majority of the quorum shall be required to ratify. 

 

Section 5.  In the event that it is necessary for the Club to enter a merger or consolidation with another organization or to discontinue its operation, a general meeting, open to all Members of the Club, shall act to ratify such action, after its approval by the Executive Board.  The Members in attendance at such a general meeting shall constitute a quorum.  A two-thirds majority of the quorum shall be required to ratify.

 

Article Six     ELECTIONS

 

Section 1.  Election of all Members of the Executive Board shall take place annually at the Club’s general meeting, as specified in Article 5, Section 3. 

 

Section 2.  Annually, during the quarter preceding the Club’s general meeting the President shall appoint a committee charged with identifying, recruiting, and nominating candidates for all offices on the Executive Board.  

 

 

Article Seven    DISPOSITION OF ASSETS

 

Should the Club be dissolved, any remaining assets shall be donated to one or more non-profit organization(s) dedicated to hiking and/or preservation of the natural environment, to be chosen by the Executive Board. 

 

 

Article Eight     AMENDMENTS TO THE BYLAWS

 

Section 1.  These bylaws may be amended, or the document as a whole revised, by a two-thirds majority of the Executive Board at a quarterly meeting and by subsequent ratification of the amendment(s), or revision of the document as a whole, by a two-thirds majority of a quorum, as defined in Article 5, Section 4, at a general meeting.  

 

Section 2.  Proposed amendments to the bylaws, or revision of the document as a whole, shall be submitted in writing and circulated to the Members of the Executive Committee at least thirty days before the quarterly meeting at which they are to be acted upon, and to the entire membership of the Club at least thirty days before the general meeting at which ratification is to be voted upon.

 

 

Article Nine     EFFECTIVE DATE OF BYLAWS

 

After their approval by the Executive Board, these bylaws shall become effective immediately upon their ratification by the membership of the Club at the general meeting of (__date__).  At such time, these bylaws shall supercede all earlier bylaws and governing documents.