BY-LAWS OF THE BIRMINGHAM CANOE CLUB
A NON-PROFIT ORGANIZATION
January 3, 2006
(Editorial revision September 26, 2006, to correct a spelling)
ARTICLE I — PURPOSE
The purposes of this club as stated in its Articles of Incorporation are:
To promote navigation of wild and semi-wild rivers and streams by canoe, kayak and other person-powered craft; to promote the development of paddling skills through training, instruction and participation in canoeing, kayaking, and other person-powered water craft events; to promote safety practices through training and instruction to the maximum extant possible; to promote through education an appreciation of the recreational value of wilderness water cruising, camping, racing, and whitewater sports, and of the importance of conserving such resources; to work with major land owners to insure public access to such rivers and streams; to promote conservation of wild and semi-wild rivers and streams; to cooperate with local and national organizations whose purposes and interests are in the field of conservation and/or safety; and to work with various local, state, and federal government agencies on the preservation of wild and semi-wild rivers and streams, safety, craft design criteria, government rules and regulations on the use of craft, and such other requests of cooperation as are made from time to time by such government agencies.
To receive and administer funds for the aforesaid purposes and for no other purpose, and to that end to take and hold by contract, agreement, bequest, devise, gift, purchase, lease, either absolutely or in trust, for such objects and without limitation as to the amount or value, except such limitations, if any, as may be imposed by law and by the Internal Revenue code as applicable to non profit organizations; to sell, convey and dispose of any such property and to deal with such property for any of the aforementioned purposes, without limitation, except such limitation, if any, as may be contained in the instrument under which such property is received; and to exercise any, all and every power for which a non-profit organization under the provisions of the Alabama Non-profit Corporation Act, all for the public welfare which can be authorized to exercise but not any other power.
The Club may establish a separate fund or funds to promote conservation of rivers and streams, to provide access to such rivers and streams, to purchase property, for education or to make donations to other non-profit organizations with similar goals as the Club.
In the event of dissolution of this corporation, the residual assets of the same will be liquidated into cash and used to pay all obligations of the corporation, and any remaining funds will be distributed to an organization with similar purposes and goals as the corporation, which organization shall be an organization exempt from federal income taxation under section 501 (c)(3) of the Internal Revenue Code.
ARTICLE II – MEMBERS
Individual: Any person eighteen (18) years of age or older.
Family: Any family and children thereof under eighteen (18) years of age.
Qualifications for Membership: Any persons interested in the purposes of the club, who have paid their individual or family membership dues, and who have signed the standard waiver and indemnification agreement.
ARTICLE III — DIRECTORS
There shall be seven (7) directors chosen from the membership to serve at large. Directors shall be elected to serve two-year terms. No director may serve more than two (2) consecutive full terms as a director. Each year, no more than four (4) directors will be replaced. On even-numbered years, three (3) directors will be replaced, and on odd-numbered years, four (4) directors will be replaced. The election will be held at the October general membership meeting. New terms begin and old terms expire at the conclusion of that meeting.
Generally, the Board of Directors will meet monthly. Members of the club may attend such board meetings. Notice of such meetings will be published in the club newsletter and/or by e-mail to members with e-mail addresses. In absence of the president, the vice-president will conduct the board meeting. In the absence of both president and vice president, another officer will conduct the meeting.
Meetings of the Board of Directors shall be held at a time and at a location agreed to by a majority of the directors.
Summaries of the minutes of the meetings of the board shall be published in the club newsletter.
Special meetings of the Board of Directors may be called by the president or three (3) or more of the directors.
Written or oral notice stating the place, day, and hour of special meetings of the board shall be delivered or communicated either personally, by telephone, by electronic mail, or by postal mail not less than one (1) day before the date of said meeting by, or at the direction of, the president or the persons calling the meeting.
A majority of the directors shall constitute a quorum at any meeting.
A nominating committee may be appointed by the president to seek nominations for the Board of Directors. At the option of the Board of Directors, such nominating committee may be composed of outgoing board members. The directors shall be elected by a majority vote of the members attending the October general membership meeting. Vacancies on the board occurring during the year shall be filled by the directors. The replacing director will serve out the term of the replaced director.
The Board of Directors may declare a director position vacant for failure to attend either three (3) consecutive meetings or four (4) of the regularly scheduled meetings in a twelve-month period or inability to serve. Each of the steps below must be followed:
A motion to vacate, with second, may be made at any board meeting when a quorum is present. The director in question will be informed of the motion by the president or by another board member in the event the president is the director in question.
The motion will be acted upon at the next monthly board meeting. To pass, the motion to vacate must receive a majority vote of the directors.
ARTICLE IV — OFFICERS
The officers of the club shall be a president, vice-president, treasurer, and secretary chosen from among the members of the Board of Directors by the members of the Board of Directors. Other board members may serve as training coordinator, program coordinator, conservation coordinator, or any other such roles as is deemed appropriate by a majority of the board.
The duties of the officers shall be such as usually attach to such offices and, in addition thereto, shall be such further duties as may be designated from time to time by the Board of Directors.
The officers will ensure that a newsletter pertaining to club activities is published in a regular manner.
ARTICLE V — MEETINGS OF MEMBERS
There shall be an annual meeting of the members, to be held in October, for the purpose of electing directors and conducting such other business as may properly come before the members.
In addition to the October election meeting, there shall be at least three (3) general membership meetings throughout the year. Meetings of the members may be called more often by the Board of Directors.
The board shall designate any place within Jefferson County, Alabama, as a place for the general membership meetings.
Written notice shall be made stating the place, day, and time of any general membership meeting. Notice in the club newsletter shall constitute sufficient notice.
The members present at any duly called meeting shall constitute a quorum at said meeting, and business shall be conducted by majority vote.
Each member eighteen (18) years of age or older shall be entitled to one vote on each matter submitted to a vote of the members at any general membership meeting. Voting by proxy is not allowed.
ARTICLE VI – COMMITTEES
The Birmingham Canoe Club may establish standing or ad hoc committees as needed to conduct the business and activities of the club. Examples of such committees include, but are not limited to, Race Committee, Training Committee, Activities Committee, etc.
Standing Committees. Ongoing standing committees may be established as follows:
Majority affirmative vote of the entire Board of Directors is required to establish a standing committee.
The committee membership must be composed of at least two (2) club members.
Additional members of the committee may be appointed by the club board or may be chosen by the committee membership. Such additional members do not have to be Birmingham Canoe Club members.
The chairperson of a standing committee may be asked to serve ex officio on the Birmingham Canoe Club Board of Directors.
By majority affirmative vote of the entire Birmingham Canoe Club Board of Directors, the committee may be empowered to establish its own bank account if it has income and expenditures that need to be accounted for separately from the club’s main account. If such a separate bank account is established, the following stipulations shall apply:
The bank account may carry the name of the Birmingham Canoe Club as long as an additional modifier is included in the account name to distinguish it as an account of the committee and not the main club account.
The bank account may use the Employer Identification Number (tax ID number) of the Birmingham Canoe Club and a resolution of the Birmingham Canoe Club Board of Directors in order to open the account.
Bank signature cards of the committee must have at least two (2) names, both of which must be members of the Birmingham Canoe Club and both of which must be confirmed for that responsibility by majority affirmative vote of the Birmingham Canoe Club Board of Directors.
The committee must have a treasurer who is responsible for the finances of the committee and who is a Birmingham Canoe Club member. By majority affirmative vote of the entire Birmingham Canoe Club Board of Directors, the club treasurer may serve also as the treasurer of the standing committee.
A written report of receipts and expenditures of the committee must be maintained by the committee treasurer and must be presented to Birmingham Canoe Club Board of Directors as indicated below and at any other time upon request of the Birmingham Canoe Club Board of Directors.
The fiscal year of the committee shall be as indicated in Article XIII of these by-laws.
The written report of receipts and expenditures of the committee must be reflected in appropriate financial reports of the club, at a minimum, on the club’s end of the fiscal year annual financial report and, generally, on the club’s monthly financial report for the month immediately following the close of the fiscal year of the committee.
Ad Hoc Committees. Ad hoc committees may be established as follows:
The Birmingham Canoe Club president and/or Board of Directors may establish one or more ad hoc committees to address specific issues or objectives.
Members and the chair of an ad hoc committee established by the president will be appointed by the president, and members and the chair of an ad hoc committee established by the Board of Directors will be appointed by a majority affirmative vote of the Board of Directors.
The chair of an ad hoc committee must be a member of the Birmingham Canoe Club.
The chair of an ad hoc committee shall not serve as an ex officio member of the Birmingham Canoe Club Board of Directors. The chair of an ad hoc committee may be a regular member of the Birmingham Canoe Club Board of Directors but shall not serve as a board member by virtue of being the chair of the committee.
An ad hoc committee may not maintain funds nor a bank account separate from the club funds or bank account. This notwithstanding, the club treasurer may be asked by the Birmingham Canoe Club Board of Directors to separately account for, and report, income and expenditures attributable to an ad hoc committee.
ARTICLE VII – CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
The Board of Directors may authorize any officer to deliver any instrument in the name of, and on behalf of, the club, and such authority may be general or confined to specific instances.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the club shall be signed by such officer or officers, agent or agents, of the club and in such manner as shall from time to time be determined by resolution of the Board of Directors. Spending policies and limits will be established by the board from time to time.
All funds of the club shall be deposited to the credit of the club in such banks, trust companies, or other depositories as the Board of Directors may select.
A report on the finances of the club must be presented, or delivered, by the treasurer at each regular (non-special) board meeting. If circumstances preclude such a report being made at a board meeting, the Board of Directors may waive this requirement for that meeting.
The Board of Directors may have an audit of the club’s finances conducted at any time.
ARTICLE VIII –BOOKS AND RECORDS
(a) The club shall keep appropriate books and records of account, shall keep minutes of the proceedings of its meetings of the Board of Directors, and shall keep a record of the names and addresses of its members. All books and records of the club may be inspected by any member or his or her agent or attorney for any proper purpose at any reasonable time.
(b) A written report of receipts and expenditures shall be prepared by the treasurer annually and shall be presented to the general membership at the January meeting or as soon as practicable following the close of the club’s fiscal year but no later than the March meeting. Upon request, any member not attending the meeting at which the financial report was presented will be provided a copy of the report.
ARTICLE IX –DUES
Dues shall be due and payable on January 1 of each year, unless otherwise determined by the Board of Directors.
New member’s dues shall be paid upon joining the club and will be for the current year, except that dues paid as part of training class fees for a class commencing after September 1 may be applied as dues for the upcoming year. Dues will not be pro-rated.
Any member who ceases being a member of the club shall not be entitled to a refund of dues.
Any member whose dues are not paid in a timely manner shall be dropped from membership in the club.
The amount of dues shall be determined by majority vote of the Board of Directors.
ARTICLE X –EDUCATION
Unless circumstances dictate otherwise, the club shall conduct paddling training sessions and safety sessions at least once each year. Other types of training sessions such as first aid, CPR, rolling, organizing trips, conservation, and other appropriate topics may be held as determined by the directors. All training sessions shall be open to all club members and may be open to the general public. Training sessions shall be advertised in the newsletter and may be advertised elsewhere as appropriate.
A reasonable fee for training sessions may be charged at the discretion of the directors.
ARTICLE XI — TRIPS
Each club trip shall have a person designated as trip organizer (also known as “trip leader”).
Trips are mutual outings of club members. The trip organizer shall arrange the meeting place and time of the trip. Members are themselves responsible for deciding that the level of their training and experience is appropriate for the trip. The organizer is in no way responsible for judging the qualifications of the trip participants or the individual member’s well-being on the trip, both on and off the water. The organizer shall have the unqualified power to cancel any trip for which he or she is trip organizer. Trip organizers should adhere to any additional guidelines the board may adopt for trip organizers and participants.
Non-members are welcome to attend club trips as guests of a member at the discretion of the trip organizer. Non-members must sign the standard waiver and indemnification agreement as is signed by club members.
ARTICLE XII – TRAINING COORDINATOR
A training coordinator may be designated by the Board of Directors to handle all procedures and processes related to training sessions.
ARTICLE XIII – FISCAL YEAR
The fiscal year of the club shall be January 1 through December 31. Any committee established by the Board of Directors that has its own board-approved bank account and financial management procedures may have a fiscal year period different from that of the club if the timing of the committee’s major activities so dictate. See also Article VI of these by-laws.
ARTICLE XIV — MEMBERSHIP ROSTER
The club membership roster shall be published and mailed by the club to all members at reasonable intervals as designated by the board.
ARTICLE XV – AMENDMENTS
These by-laws may be altered, amended, or repealed and new by-laws may be adopted by an affirmative vote of two-thirds of the members present at an annual, regular, or called meeting of the members, provided that at least sixty (60) days written notice is given of the intention to alter, amend, repeal, or adopt by-laws at such meeting.
These revised by-laws are approved this, the 3rd day of January 2006.