BYLAWS
OF THE ORGANIZATION
ARTICLE I
NAME AND PURPOSE AND INSIGNIA
1. NAME:
The name of this organization shall be TRIANGLE RECREATION CAMP, herein
referred to as TRC. ‡
2. PURPOSE:
The purpose of the organization shall be to administer:
An outdoor recreation camp for gay men and women.
An opportunity for participation and leadership in a voluntary association.
An active involvement in the care and maintenance of our natural resources.
A learning experience of working with groups.
3. INSIGNIA:
The insignia of TRC shall consist of the lower case Greek letter lambda
enclosed by a triangle and/or the Greek letter lambda superimposed
on a tent.
ARTICLE II
MEMBERSHIP
1. Membership shall be limited to gay persons twenty-one (21) years
of age and older who are interested in the purposes and objectives
set forth in Article I above. ‡
REGULAR MEMBERSHIP shall be any qualified person who pays their current
applicable dues in full. The current applicable dues shall be established
by the Board of Directors for each camping season. Each regular member
is responsible for the general maintenance of the TRC campground.
Regular membership is non-transferable.
LIMITED MEMBERSHIP shall be any qualified person who elects to use
TRC on a daily basis and pays the current applicable daily usage fee.
The current applicable daily usage fee shall be established by the
Board of Directors for each camping season. Limited Membership is
non-transferable.
A REGULAR MEMBER IN GOOD STANDING shall be any qualified person meeting
the requirements of Regular Membership as outlined in Article II,
Section 1, plus:
Shall be current with all dues and fees, and
Shall not have any outstanding fines or rule infractions
Should a Regular Member cease to be a Member in Good Standing, they
will:
Lose their vote at any Annual or Special General Meeting,
Not be able to run for a position on the Board of Directors, and if
already on the Board of Directors, will be removed. ±
ARTICLE III
MEETINGS
1. ANNUAL MEETING:
An Annual Meeting of the Regular Membership shall be held once each
year at a time and place to be determined by the Board of Directors
for the purpose of electing a new Board of Directors and Officers
of the Organization. A fiscal report of the organization shall be
presented. At the Annual Meeting the newly elected Board of Directors
shall meet and establish a budget prior to the next camping season.
2. BOARD MEETINGS:
Regular Board Meetings shall be held monthly from March to October
at a time and place to be determined by the Board of Directors and
as needed during the rest of the year.
3. SPECIAL MEETINGS:
Special Meetings of the Regular Membership or the Board of Directors
may be called for any purpose.
Regular Membership: The President by her/himself or by the request
of one-fourth (25%) of the Regular Membership shall call a special
meeting of the Regular Membership.
Board of Directors: The President by her/himself or by request of
any three (3) Board Members shall call a special meeting of the Board
of Directors.
4. NOTIFICATION:
The Secretary of the Board of Directors shall cause to be delivered
to each member, either personally or by mail not less than ten (10)
nor more than thirty (30) days before the meeting, written notice
stating the time and place, day and hour of the meeting and, in the
case of a Special Meeting, the purpose(s) for which the meeting is
called.
5. VOTING/PROXY:
Each regular member shall have one (1) vote at the Annual Meeting
or Special Membership Meetings. Every person entitled to vote may
authorize another person(s) to act by proxy with respect to such voting
rights. All proxies shall be in writing signed by the regular member
granting the proxy and filed with the Secretary of the corporation.
Proxies shall be specific as to the date of the meeting, the matter
to be voted upon and the content of the vote. A proxy shall not grant
the proxy holder discretion to vote the Proxy as the proxy holder
so elects, even if the exercise of discretion is limited by good faith.
6. QUORUM:
Ten percent (10%) of the Regular Membership present at a General Meeting
in person or by proxy, and fifty-one percent (51%) of the elected
Board of Directors present at a Board Meeting in person shall constitute
a quorum.
7. CONDUCT:
All meetings shall be conducted under the commonly accepted guidelines
set forth in Robert’s Rules of Order, Revised.
ARTICLE IV
BOARD OF DIRECTORS
1. MEMBERSHIP:
Composition of the Board of Directors shall consist of not less than
seven (7) or more than the number of members elected at the Annual
Meeting. Each Board member shall serve a term of one (1) year. Board
members shall be elected by at least six (6) votes of the Regular
Membership by written ballot at the Annual Meeting. Board members
are automatically removed after two (2) unexcused absences from regular
meetings or unconditionally removed after three (3) absences from
regular meetings or should they cease to be a Member in Good Standing.
±
A: NOMINATIONS COMMITTEE: DUTIES AND RESPONSIBILTIES:
1. The Nominations Committee shall be appointed by the President no
later than the July meeting of the Board of Directors. The committee
shall be made up of no less than three (3) persons, one of whom must
be a sitting Board member.
2. The Nominations Committee shall poll the membership by mail and
in person for those individuals willing to serve on the Board of Directors.
To qualify for election to the board they must only be a paid up member
in Good Standing at the time of the election. To serve in an Executive
position they must meet all of the established qualifications.
3. The Nominations Committee shall present a complete list off all
candidates, and those wishing to run for the Executive Office to the
Board at the August meeting.
4. The Nominations Committee shall then prepare the ballot to be mailed
with the announcement of the Date, Time and Location of the Annual
Meeting to all paid up members. Included shall be an envelope to seal
the ballot in and a return envelope (postage optional). These must
be mailed to arrive at the member’s home not more than fifteen
(15) days or less than ten (10) days prior to the annual meeting.
5. The Nominations Committee shall receive all ballots; verify the
election results, which shall be certified by the Secretary of the
Board. The Nominations Committee shall poll all members in attendance
at the Annual Meeting to find if anyone was left off the ballot who
wished to be on it.
2. DUTIES AND RESPONSIBILITES:
The Board of Directors shall have the duty and responsibility of the
direction and general operation of the TRC campground and its assets.
The Board of Directors shall establish a budget for the camping season
prior to the beginning of that season. The business and affairs of
the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board of Directors. They
shall set broad policies and evaluate bottom-line achievements of
the organization. They are expected and encouraged to take an active
role in the general operation of the campground AND are expected and
encouraged to be an active member of an established committee. They
shall adopt rules, regulations and operating procedures for the use
of TRC. They shall have the right to appoint any and all committees
deemed necessary for the operation of the organization.
3. VOTING/PROXY:
Each duly elected Board member shall have one (1) vote. All motions
and resolutions brought before the Board of Directors shall be resolved
by a majority vote, except as stated in Article VI regarding Amendments
to the Bylaws, with said voting power vested in the Board of Directors.
No person entitled to vote may authorize another person(s) to act
by proxy with respect to such voting rights.
4. VACANCIES
Vacancies existing on the Board of Directors after or between the
Annual Meeting of the organization may be filled by a majority vote
of the remaining/existing Board of Directors. Positions so appointed
shall be for the unexpired term of vacancy, without exception.
5. RECALL/REMOVAL:
Any Board of Director may be removed from the Board by a majority
vote of the Board, either by its action or petition of one quarter
(25%) of the Regular Membership.
ARTICLE V
OFFICERS
1. MEMBERSHIP:
The officers shall be President, two (2) Vice Presidents, Treasurer,
and Secretary, each of whom shall be a member in Good Standing of
the Board of Directors. These positions shall be elected by a plurality
vote of the Regular Membership by written ballot at the Annual Meeting.
Each shall serve a term of one year.
2. QUALIFICATIONS:
All officer positions shall be filled by a regular member who has
served on the Board of Directors for one (1) year in the prior two
(2) years. Additionally, the position of President shall be filled
by a regular member who has served as an officer of the organization.
The Treasurer shall have served on the Board for two (2) of the previous
(3) years, and ideally have a background in bookkeeping or a related
field.
3. DUTIES:
The duties of the officers of the corporation are as follows:
A. PRESIDENT: The President shall preside at the Annual Meeting and
all Board Meetings. The President shall be chief executive officer
of the corporation and shall be subject to the control of the Board
of Directors. The President shall sign all deeds, mortgages and contracts
on behalf of the organization, no other officer or director shall
have the authority to bind, obligate, or represent the corporation
unless declared so by specific resolution of the Board of Directors.
The President shall have the authority to appoint any and all committees
from the Board of Directors that are deemed necessary for the business
and affairs of the organization. The President shall have such authority
to perform such duties in the management of the property and the affairs
of the organization as are ordinarily performed by the President of
a corporation and as otherwise prescribed by the Board of Directors.
B. VICE PRESIDENTS: ‡ The Vice Presidents shall have the authority
to appoint any and all committees from the Regular Membership to provide
the necessary operation of the campground. They shall be in charge
of grievance mediation of the membership. They shall also have the
responsibility of carrying out other duties as directed by the President,
and approved by the Board of Directors. The First Vice President will
be the VP of Operations and will be directly responsible for the daily
operation of the campground. The Second Vice President will be the
VP of Development and will be responsible for all development of the
campground. For purposes of succession the First VP of Operations
would perform the duties of the President.
C. SECRETARY: It shall be the duty of the Secretary to keep a record
of the Annual Meeting, Board Meetings and all Special Meetings. The
Secretary shall be responsible for correspondence of the organization,
its mail box and message phone. The Secretary shall maintain a register
of the address of each regular member, an up to date copy of the Bylaws
and provide the Regular Membership with copies upon request. The Secretary
shall be responsible to have published a newsletter at least twice
a year and provide copies for each Regular Member. The Secretary shall
be the custodian of the corporate records. The Secretary shall also
have the duty of carrying out other duties as directed by the President;
and approved by the Board of Directors. €
D. TREASURER: The Treasurer shall supervise the financial affairs
of the organization, keep adequate books during the fiscal year, present
a fiscal report at the Annual Meeting and provide a financial statement
for each Board Meeting. The Treasurer shall be responsible for the
collection and disbursement of all moneys due and owed by the organization.
The Treasurer shall coordinate with the Vice Presidents the collection
of any and all daily use fees. The Treasurer shall perform such other
duties as directed by the President; and approved by the Board of
Directors. €
4. FUNDS WITHDRAWAL AUTHORIZATION: Checks or withdrawals on the organization
checking, savings or Certificates of Deposit accounts shall be signed
by two officers of the organization which the President shall authorize
in writing unless otherwise directed by resolution of the Board of
Directors.
5. LOANS: No loans shall be contracted on behalf of the corporation
and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. No loans shall
be made by the corporation to its Officers or Directors.
6. FISCAL YEAR:
The fiscal year of the corporation shall run November 1st to October
31st. €
7. EXECUTIVE COMMITTEE: The elected Officers shall comprise the Executive
Committee, with the power to act on behalf of the organization and,
within the Bylaws of the organization, are charged with the implementation
of all decisions of the Board of Directors. During intervals between
scheduled meetings of the Board of Directors, the Executive Committee
may exercise powers of the entire Board of Directors in cases that
require immediate action(s). Whenever said occurs, the Executive Committee
shall make a written report to the Board of Directors at the next
scheduled meeting. The Board of Directors shall at that time have
the power to veto or overrule any action taken by the Executive Committee,
or to cite for the record its approval or opposition to such immediate
action(s).
8. RECALL/REMOVAL: Any officer of the organization may be removed
from office by a two-thirds vote of the Board of Directors, either
by its action or by petition of one quarter (25%) of the Regular Membership.
ARTICLE VI
BYLAW AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws adopted
upon two-thirds vote of the Board of Directors at any two consecutive
meetings of the Board of Directors, excluding any Special Meetings
of the Board of Directors. Amended, repealed or adopted Bylaws shall
take effect after ratification by a majority vote of the Regular Membership
at the Annual Meeting. ±
ARTICLE VII
INDEMNIFICATION OF OFFICERS AND BOARD OF DIRECTORS
Each director and/or officer serving the organization and each person
who at the request of or on behalf of the organization is now serving,
has served, or hereafter serves as a director or officer, and the
respective heirs, executors, and administrators of each of them, shall
be indemnified by the organization against all costs, expenses, judgments,
and liabilities, including attorney fees, reasonably incurred by or
imposed upon him/her in connection with or resulting from any action,
suit or proceeding, civil or criminal, in which she/he is or may be
made a party by reason of her/his being or having been such director
or officer at the time of incurring such costs, expenses, judgments
or liabilities, except in relation to matters as to which she/he shall
be finally judged, without right of further appeal in such action,
suit or proceeding, to have been liable for fraud or willful misconduct
in the performance of her/his duty as director or officer.
ARTICLE VIII
DATE OF ADOPTION
These Bylaws, as amended, were duly adopted by the Board of Directors
and ratified by the Regular Membership of the organization pursuant
to the Articles of Incorporation.
Dated this 17th day of September, 2005
Garrett Campbell, President
Brad Joseph, Secretary
Note: ± indicates changes ratified at the 2003 AGM
€ indicates changes ratified at the 2004 AGM
‡ indicates changes ratified at the 2005 AGM
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