Bylaws
Article I Name and Purpose
1.1 Name. The name of the Club is "Northwest Paragliding Club".
1.2 Purpose. The Club is incorporated in
the State of
Article II: Membership
2.1 Interest. Membership in the Club shall
be open to those persons who express an interest in the sport of paragliding.
2.2 Membership fee. Members shall pay an annual
membership fee, in advance. The membership fee, terms and conditions shall be
determined by the members at the Annual Meeting and may be set no lower than an
amount which will yield enough income to pay for recurring Club expenses. A
family membership shall be available for two or more members of the Club in the
same family at 150% of the individual membership fee.
2.3 Disciplinary Action. A member who is found to have
violated the Club Bylaws, policies or rules may be censured, suspended or
expelled from the Club. A member or members accused of a violation shall
be notified in writing of the alleged violation, and shall have an opportunity
to defend him/herself before the members at a Club meeting prior to a Club vote
as set forth in Section 6.9.
2.4 Membership Meetings. Membership meetings shall be
held as follows:
a)
Monthly Club meetings shall be held at a place and
time set by the Board. Notice of Monthly Meetings shall be posted on the
Club website. Cancellation of a Monthly Meeting or changes in the time and
location shall be posted on the Club website with notices sent to members by email
at least two weeks in advance of the meeting date.
b)
The Annual Meeting shall be the November Club
meeting. Notice of the Annual Meeting shall be provided to members as set forth
in Article II, Section 2.4 (d).
c)
Special Meetings may be called at any time by the
Club President, Vice-President, or 15% of the members. Notice of Special
Meetings shall be provided to members as set forth in
Section 2.4 (d).
d)
Notice of Annual Meetings and Special Meetings
shall be provided to members via the Club website and email. Notice of Annual
Meetings and Special Meetings shall be at least two weeks (but not more than
four weeks) prior to the meeting and shall state the time and place of the
meeting. If it is a Special Meeting, the purpose shall be stated.
Article III: Board of Directors
3.1 Board Members. Members of the Board shall
consist of the elected officers and directors of the Club as set forth in
Article IV.
3.2 Board Meetings. The Board shall meet monthly
or as otherwise determined by the Club President.
3.3 Authorization of
Board. The
Board shall be authorized to:
a)
Confirm the creation of Committees and Committee
chairperson appointments made by the President.
b)
Approve the Club budget
c)
Establish policies and procedures for the Club.
3.4 Board Action. Actions taken by the Board
require an absolute majority. Directors absent from Board of Director meetings
may vote by email.
3.5 Minutes. The Secretary or, in the
absence of the Secretary, another board member appointed by the President shall
keep minutes of board meetings including resolutions adopted or other board
actions taken. The minutes shall be distributed to Board members for review and
approval. Minutes shall be made available to Club members on the Club website
and at the next Monthly Meeting.
3.6 Treasurers Report. The bi-annual Treasurer’s report shall be
distributed to board members for review and approval. The Treasurer’s report
shall be made available to Club members on the Club website and at the next
Monthly Meeting.
Article IV Officers and Elected Board Members
4.1 Elected Officers. The elected officers of the
Club shall be the President, Vice-President, Secretary and Treasurer. The
elected officers shall serve on the Board.
a)
President. The President shall preside
at all Club membership and Board of Director meetings; appoint committees and
committee chairpersons with confirmation of the Board; sign and execute
contracts on behalf of the Club subject to the spending limits set forth in the
bylaws; and shall have supervision over the management of all affairs of the
Club. The Club President shall perform such other duties as may be
incident to the office of President.
b)
Vice-President. The Vice-President shall
assist the President; conduct meetings in the absence of the President; and
serve the remainder of the term should the office of President be vacated. The
Vice-President shall perform other duties as may be incident to the office.
c)
Secretary. The Secretary shall record
the minutes for Board of Director meetings, Monthly Meetings and Special
Meetings. The Secretary shall keep files of Club correspondence. The Secretary
shall perform such other duties as may be incident to the office.
d)
Treasurer. The Treasurer shall keep the
membership records; receive and deposit all funds; execute all authorized
expenditures; and account for all receipts, disbursements and balances on hand
each month. The Treasurer shall perform such other duties as may be incident to
the office.
4.2 Elected Board Members. The elected Board members of
the Club shall include the Newsletter Editor, Webmaster, Events Coordinator and
three Directors-at-Large. The elected board members shall serve on the Board.
a)
Directors-at-Large. The
three Directors-at-Large shall serve on the Board and may be asked to perform
additional duties as requested by the President.
b)
Newsletter
Editor. The
Newsletter Editor shall be responsible for editing content for the Club
newsletter and website. The Newsletter Editor shall perform such other duties
as may be incident to the office.
4.3 Replacement of Officers
or Elected Board Members. Club officers
or Directors who miss three consecutive Board meetings or otherwise fail to
fulfill the obligations of their office in a prompt and diligent manner may be
replaced by an absolute majority vote of the Board.
Article V Committees
5.1 Standing Committees. Standing Committees shall
include the following:
a) Election
Committee. The Election Committee
shall be responsible for administering Club elections. The Election Committee
shall have a minimum of two members. Members of the Election Committee may not
be candidates for Club office.
b) Budget and Finance
Committee. The Budget and Finance
Committee shall be responsible for assisting the Treasurer in preparing an
annual budget and shall review financial reports prepared by the Treasurer. The
Treasurer shall be chairperson of the Budget and Finance Committee. The Budget
and Finance Committee shall have a minimum of one member in addition to the
Treasurer that is appointed by the President and confirmed by the Board.
c) Events Committee. The Events Committee shall be responsible
for planning Club events and activities throughout the year. The Events
Coordinator shall be chairperson of the Events Committee.
5.3 Other Committees. Other committees may be
formed from time to time to conduct Club business.
Article VI Voting and Elections
6.1 Voting Method. Members shall vote for Club
Officers and Directors-at-Large; spending initiatives requiring a vote of the
membership and amendments to the Bylaws by electronic ballot.
6.2 Standing. Only members in good standing
may vote.
6.3 Election of Officers and
Term. Club
Officers and Directors shall be elected by a simple majority of the members
within a one-week period following the Annual Meeting. The term of office shall
be from January 1st to December 31st.
6.4 Election of
Directors-at-Large. Directors-at-Large
shall be the three candidates receiving the most votes.
6.5 Run-off Election for
Officers. In
the event a candidate for a Club Officer does not achieve a simple majority, a
run-off election shall be conducted between the top two candidates receiving
the most votes. Notice of a run-off election shall be promptly given, with
voting to occur within a one-week period following the next Monthly Meeting.
6.6 Run-off Election for Directors-at-Large. In the event there is a tie
vote for the Director-at-Large position(s), a run-off election shall be
conducted between those tied. Notice of a run-off election shall be promptly
given, with voting to occur within a one-week period following the next Monthly
Meeting.
6.7 Approval of
Expenditures. Club
expenditures shall be authorized by the President, Board, or a vote of the
membership as follows:
a)
The President may authorize expenditures up to $500
for a single event or purpose.
b)
An absolute majority of the Board may authorize
expenditures up to $1,000 for a single event or purpose.
c)
A simple majority of the members voting at a
Monthly Meeting, Annual Meeting or Special Meeting or voting by electronic
ballot within one week of such meeting may authorize expenditures up to $2,500
for a single event or purpose. Notice of the spending proposal shall be
announced to club members at least one week prior to the meeting.
d)
A simple majority of the members voting at a
Monthly Meeting, Annual Meeting or Special Meeting or voting by electronic
ballot within one week of such meeting may authorize expenditures in excess of
$2,500 for a single event or purpose. Such spending proposals shall be
discussed at not less than one monthly meeting prior to the vote and notice of
the spending proposal shall be announced to club members at least one week
prior to each meeting.
6.8 Amendment of Bylaws. Amendments to the Bylaws
require an absolute majority of the members voting at a Monthly Meeting, Annual
Meeting or Special Meeting or voting by electronic ballot within a one-week
period thereafter. Proposed amendments shall be discussed at not less than one
monthly meeting prior to voting. Notices of Bylaw amendments shall either
include the proposed text of the amendment or shall direct members to the Club
website where proposed amendments shall be posted.
6.9 Special Votes. The membership may, at an
Annual or Special Meeting, overturn any Board action or discipline a member by
a simple majority vote.
6.10 Definitions of Simple and
Absolute Majority.
a)
Passage of a vote by a simple majority requires
more than half of the votes cast. Abstentions and non-participants in the
election have no affect.
b)
An absolute majority requires more than half of all
members to vote in favor of passage.
Article VII Miscellaneous
7.1 Fiscal Year. The Club fiscal year shall be
from April 1st through March 31st of each year.
7.2 Representation. Use of Club letterhead or the
Club name shall be restricted to the Elected Officers, Elected Board Members,
and committee chairpersons. Members may use letterhead and/or Club name
when acting on delegated special projects with permission of the Club President
or Board.
7.3 Notices. Notices to Club members of
meetings, election of club officers, spending proposals and amendments to the
Bylaws shall be posted on the Club website and sent to members by email at
least one week prior to the meeting unless specified otherwise in these bylaws.
7.4 Responsibility. It is the responsibility of
each member to adhere to current USHGA regulations and Federal Aviation
Administration Code of Federal Regulations (14 CFR Part 103 and other
paragliding-related CFR's).
Certificate of Adoption
The undersigned, being the
Secretary of Northwest Paragliding Club, hereby certifies that the foregoing is
a true and correct copy of the Bylaws adopted by resolution of the Board on
November 14, 2006. These amended and restated Bylaws supersede and replace the
Bylaws of November, 1992 as modified by resolutions approved by the Club on
November 18, 1996, and March 11, 2003.
Northwest Paragliding Club
a
By: Date:
Name:
Title: