BYLAWS
Document Revision Status
|
Revision |
Change |
Date |
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1.0 |
Original Document Approval |
1996 |
|
1.1 |
Modified to include change to add Membership responsibility to the Treasurer. Accepted by Membership vote |
|
|
1.2 |
Change requirement for 2 check signatures to Requiring only 1 |
|
|
1.2 |
BOD Terms to 2 years w/ President, Treasure, and Secretary elected on even years, and Vice President and Delegate at large elected on odd years. |
|
|
1.3 |
Undo the second part of 1.2 above. Return to 1 year terms. |
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ARTICLE I - NAME
The name of the
Club shall be Colorado Land Cruisers. For
the purpose of these bylaws, Colorado Land Cruisers shall be referred to as the
Club.
ARTICLE II - PURPOSE
A. The purposes of this Club as organized are:
1. Social
a. To explore,
maintain, preserve and enjoy, with our fellow Club members, the remote portions
of our state.
b. To bring together
and promote the interest of four wheeling.
c.
To be readily available, when called
upon, to help in emergencies where our four wheel drive (4WD) vehicles and
personnel are needed.
2.
To support the Toyota Land Cruiser Association (TLCA), Inc.
B. This Club shall operate without profit, shall
be non-partisan, non-sectarian and non-discriminatory.
ARTICLE III
MEMBERSHIP
Section 1 - Voting Members
A. Persons seeking membership in this Club as
regular Voting members must meet the following requirements:
1. Be an owner of a
2. Be a legally licensed driver at least 18
years of age.
3. Must show proof of membership in, or join,
TLCA.
4. Must show proof of adequate liability
insurance and legal registration.
5. Must apply in person at a General meeting,
having completed an application form and being recommended by a current Voting
member, then be approved by a two-thirds (2/3) vote of the members
present. Any applicants or guests
present will be excused during the actual vote at the discretion of the chair.
B. The above articles of Voting
members shall be reconsidered by the Board of Directors (BOD) and presented to
the membership for approval on the anniversary of the TLCA chapter or the
second annual election. The purpose of
this review will be to assess the possibility of a more or less restrictive or
expanded list of the requirements, or a numerical limitation on Club
membership.
Section 2 - Associate Members - Commercial
By nomination
of the BOD and by simple majority (51%) vote of the membership, any suitable
person or business may be elected to Associate membership in the Club, shall
pay forty dollars ($40.00) dues, shall not be entitled to vote, and shall not
be entitled to hold any office of the Club.
Associate Membership dues shall be due on the anniversary of their acceptance, not
to exceed one (1) calendar year.
Section 2A-Associate Members - Individual (Added - Unanimous Vote
By individual
request and completion of the appropriate membership form, an individual not
meeting the vehicle or TLCA requirement(s) may request membership as this
category. This individual must be
approved by a simple majority vote of the membership(see, 1 B above). This category of membership is limited to a
total, not to exceed 50% of the Voting Membership quantity(
e.g. 30 members, max of 15 Associate - Individual members.) The dues for this category are $20.00 for the
first year and $10.00 for subsequent, consecutive years. Any break in the dues/membership requirement
must re-apply. This category of
membership may attend all Club functions/activities; will receive a Newsletter
and Club mailings; and will NOT have a Vote on Club Business.
Section 3 - Honorary Members
By nomination
of the BOD and simple majority vote of the membership, any suitable person or
business may be elected to Honorary membership in the Club, shall pay no dues, shall
not vote, and shall not be entitled to hold any office in the Club. Honorary membership shall not exceed one
calendar year unless extended by majority vote of the membership on the
anniversary of the Honorary Members acceptance.
Section 4 - Charter Members
Those members
listed herein are Charter members of the Club and have been continuously since
the inception of the Club or during the calendar year of 1996. They shall be entitled to vote and hold
office in the Club so long as their membership dues are paid,
they meet the original membership requirements, and are otherwise in good
standing.
LIST OF CHARTER MEMBERS
Pierson, Mike
Chowanec,
Paul Price, Darryl*
Grimes,
Rob* Ramsey,
Victor
Grivy,
Sam
Reynolds, Tim
Hawkins,
Don
Sams, Randy
Kemper,
Mark
Smith, Steve*
Kramer,
Glen Stair,
Brad
Mohr,
Chris
Taylor, Scott
Motley,
Neil
Mott,
Brent
Thompson, Craig
Nichols,
Jerry* Turowski,
Matt
Nordyke, J.C.* Villane, Joseph
Opperman,
Norman * Woerpel, Robert
Otto, Don Wyatt,
Glen*
Note:
Mark Bush, and Jeff Ordenez do not meet Act 3, sec. 4 and sec. 7,A,1and have
thus been removed as of 6/01/97
* Denotes Club
Officer
Section
5 - Dues
1. Annual dues are twenty dollars ($20.00).
2. Dues are payable in full at the General
meeting at the time the member joins and the anniversary month of each existing
membership. The Treasurer will be at the
meeting fifteen (15) minutes before or after to collect payments and provide
receipts.
3. Dues must be paid within thirty (30) days of
the due date. Members not paying dues by
the end of sixty (60) days will be dropped from the mailing list and the
membership roster and can only be reinstated by making written or personal
request to the BOD and paying a five dollar ($5.00) late fee along with regular
dues.
4. TLCA dues are the responsibility of the
individual member.
Section 6 - Membership Rules
1. Each membership includes the immediate
family/household.
2. Each member is responsible for their guest’s,
children’s, and pet’s conduct at all Club or TLCA sponsored events and/or
meetings.
3. All members must conduct themselves in a
reasonable, respectable and orderly fashion.
4. All members must abide by all local, State
and Federal laws.
5. All members attending/participating in Club
or TLCA events must abide by Club rules.
Section 7 - Termination of Membership
A. Causes
of Termination
The membership
of any member of any classification shall be terminated upon the occurrence of
any of the following events:
1. The resignation of the member.
2. Failure of a member to pay dues, fees, or
assessments within sixty (60) days of the due date as set forth in Article III,
Section 5.3
3. The expulsion of the member based upon
good-faith determination by the BOD that the member has failed in a material and
serious degree to observe the Club’s rules and conduct, or has engaged in
conduct materially and seriously prejudicial to the purposes and interests of
the Club.
B. Suspension
of Membership
A member may be
suspended on the good-faith determination by the BOD that the member has failed
in a material and serious degree to observe the Club’s rules and conduct, or
has engaged in conduct materially and seriously prejudicial to the purposes and
interests of the Club. A member whose
membership is suspended shall not have any membership privileges during the
period of suspension.
C. Procedure
for Expulsion
If grounds
appear to exist for the expulsion or suspension of a member under subsection A
and/or B of Article III, section 7, the procedure set forth below shall be
followed:
1. The member shall be given fifteen (15) days
prior notice of the proposed expulsion or suspension. Notice shall be given by any method
reasonably calculated to provide actual notice.
Any notice given by mail shall be sent by registered mail to the last
address as shown on the Club’s records.
2. The member shall be given an opportunity to
be heard, either orally or in writing, at least five (5) days prior to the
effective date of the proposed expulsion or suspension. The hearing shall be held, or the written
statement considered, by the BOD, or a committee authorized by the BOD, to
determine whether the expulsion or suspension should take place.
3. The BOD shall decide whether or not the
member shall be expelled, suspended, or sanctioned in some other way. The decision of the BOD shall be final.
4. Any action challenging the expulsion,
suspension, or termination of membership, including a claim alleging defective
notice, must be commenced no later than ninety (90) days after the date of
expulsion, suspension or termination.
5. Members leaving this Club under unfavorable
conditions shall return all evidence of Club membership and must wait six (6)
months before application for new membership.
Section 8 - Vehicles
Upon sale or
transfer of a vehicle, members must remove all Club and TLCA emblems and/or
decals from said vehicle.
Section 9 - Transfer of Membership
Neither a
membership nor any membership right may be transferred to any individual, club,
company or corporation except as authorized by the BOD.
ARTICLE IV
MEETINGS
Section 1 - General Meetings
General
meetings of the Club shall be held on the third Tuesday of each month at a
place selected by the BOD. Changes to
the time and/or place of the General meeting shall not be made unless notice is
given to the members not less than one month prior to such action.
Section 2 - Annual Meeting
A. The first meeting of the calendar year shall
be the Annual meeting. Notice of the Annual
meeting shall be mailed by the secretary to every member of the Club at least
two (2) weeks before the date of said meeting.
The Club newsletter may serve as notification.
B. The order of business at the Annual meeting
shall be:
1. Minutes of the previous meeting
2. Reports of the Club Officers and BOD
3. Accomplishments of the past year and progress
reports
4. Vote on proposed bylaws amendments
5. Nominations for new Club Officers
6. Hold elections
Section 3 - Special Meetings
A Special
meeting of the Club may be called by the BOD, or whenever one-third (1/3) of
the Voting members of the Club shall make a written request to the President
for the same, specifying the reason for the meeting, provided not less than
five (5) days written notice of said special meeting be provided to all
members.
Section 4 - Conduct of Meetings
All meetings
shall be conducted according to the parliamentary laws in “Robert’s Rules of
Order”. Open discussion from the floor
on all measures shall be permitted and encouraged.
Section 5 - Board of Directors Meetings
The BOD will
meet 45 minutes prior to the general meeting, allowing 1/2 hour for the Board
to conduct Club business prior to each general meeting. Doors to the General Meeting will open 15
minutes prior to the scheduled start time of
ARTICLE V
VOTING & QUORUMS
Section 1 - Definition of a Voting Member
Voting members are
defined as having met the requirements of Article III, Section 1 and Section 5,
and are identified on a membership application as the applicant.
Section 2 - Who May Vote
Only Voting
members may cast votes for election of Club Officers, changes to bylaws,
official Club business, and formal motions at General meetings.
Section 3 - Quorum at General Meetings
For the purpose
of voting at General meetings all Voting members present shall constitute a
quorum.
Section 4 - Quorum at BOD Meetings
Two-thirds (2/3)
of the membership of the BOD shall constitute a quorum and a simple majority
(51%) vote of the Directors present shall prevail.
ARTICLE VI
MANAGEMENT
The management
of the Club shall be vested in the President, Vice-President, Secretary,
Treasurer, and Directors, which, along with the Past President, constitute the
BOD.
ARTICLE VII
Club Officers &
HOW ELECTED
A. The President, Vice-President, Secretary,
Treasurer, Director at Large, and Directors shall be elected by vote of the Club
members at the Annual meeting for a period of one (1) year. Terms are limited to two (2) consecutive
years in each office.
B. Club Officers are elected by voting in person
at the Annual meeting or by mail vote.
Mail votes must be received no later than
C. In the event of a vacancy in any office
except for the President, the BOD shall appoint a member in good standing to
fill the vacancy until the next Annual election.
ARTICLE VIII
DUTIES OF Club Officers
A. Board
of Directors
1. The BOD shall have the power to manage all
affairs of the Club on any and all questions relating in any manner whatsoever
to the Club, and to make all contracts necessary for the proper transaction of
all business. They shall have entire
jurisdiction over all matters pertaining to the care, conduct, control,
supervision, and management of the Club and its finances. All appropriations shall be made by them,
provided, however, that the regular membership has final control and direction
over all affairs of the Club and may, by motion, veto the decisions and actions
of the BOD. Veto of any BOD action shall
be by simple majority vote of all eligible Voting members. A veto action may be initiated at any General
meeting by motion, carried by a simple majority vote of Voting
members present at said meeting. A
notice of pending veto action shall be made to all Voting members within five
(5) working days of a veto motion. The
veto vote will be carried out at the next General meeting and can by same
motion be supplemented by a mail vote.
2.
It shall be the duty of the BOD to
prescribe and publish rules regulating the use, the care, and protection of any
Club property. An annual inventory of
Club resources/properties and their disposition will be presented to the
membership at the annual meeting. The
official inventory will be maintained by the Secretary.
3.
Any officer or member of the BOD who
shall be absent from TWO (2) consecutive BOD or General meetings, shall be
deemed to have resigned as a member of the BOD or Club officer unless he/she
has made notification, prior to any absence, to the BOD or Club officials. Any reports or documentation that was to be
presented at a meeting that is missed will be given to another Club official or member for
presentation at the meeting for which it was originally scheduled.
4.
The BOD shall have the following specific
powers:
a. To appoint Delegates to the different
associations of which this Club may be a member for the purpose of conferring
with any association with respect to any matter this Club may be
concerned.
b. To make rules for
the conduct of the members of the Club and for their use of Club property.
c.
To suspend or expel a member for any conduct
in violation of rules or
behavior improper or
prejudicial to the interest of the Club.
d.
To fix and enforce penalties for
violation of Club rules.
e.
To prescribe rules for the admission of
strangers and/or guests to the privileges of the Club.
f.
To call Special meetings of the Club to
consider special subjects.
g.
To prescribe additional duties for any Club
Officers in addition to those herein set forth.
B. President
The President shall
preside at all meetings of the Club and the BOD and shall enforce all laws and
regulations of the Club. He/she shall
perform such other duties as shall be imposed upon him/her by resolution of the
BOD. The President shall, along with the
Treasurer and any other BOD member, sign all written contracts and obligations
of the Club. The President shall have
the power to appoint committees whenever it becomes necessary. The President shall appoint a
sergeant-at-arms at the beginning of each meeting.
C. Vice-President
In the absence
of the President, his/her duties shall be performed by the Vice-President.
In the event
the President is unable to perform his/her assigned duties, the Vice-President
shall assume the duties of the President for the remainder of his/her term and
the BOD shall appoint a member of the Club to fill the office of the
Vice-President until the next Annual election.
D. Secretary
The Secretary
shall keep minutes and other official reports of the Club. The Secretary shall keep records, books,
documents and papers relating to the Club in such place as shall be designated
by the BOD. The Secretary shall perform
other duties as may be assigned by the BOD.
The Secretary shall maintain the inventory records of Club resources and
properties, presenting same at the Quarterly Meeting.
E. Treasurer
The Treasurer
shall keep an account of all moneys received by him/her and deposit same in the
name of the Club in such a bank as designated by the BOD. He/she shall not pay out any money of the
Club except in such a manner and for any purpose as shall be authorized by
motion or resolution of the BOD and approved by a simple majority vote of the
membership. The Treasurer shall not be
responsible for money or funds the Club has paid out or distributed upon check
or vouchers, therefore, which have been properly signed by any of the following
Club Officers: the Treasurer, the
President, or the Vice-President. He/she
shall make a statement of the financial condition of the Club, including past
expenses, current balance and current liabilities at each general meeting. The membership, by motion, shall approve said
report. He/she shall submit a detailed
report of the financial condition of the Club at the Annual meeting prepared by
accountants or a finance committee designated by the BOD.
The Treasurer
shall be the Membership Committee Chairperson, ensuring a list of members is
kept and a new list is made for distribution to the Club periodically. He/she shall also keep any individual member
files that may be determined necessary; e.g. accounts receivable, safety
documentation, etc., and He/She will make written notification to newly elected
Honorary and/or Associate Members who are not required to be present at their
acceptance.
F. Director
at Large
The Director at
Large will be the Club’s TLCA delegate.
The Delegate at Large shall attend the regular TLCA meetings and shall
report to the membership matters discussed or voted on at said meetings. If the Director at Large cannot attend a
meeting and is unable to find an alternate, he/she shall notify the President
who may appoint a temporary delegate.
The Director at Large shall have the authority to vote on behalf of the
Club and in the best interest of the Club at TLCA meetings. Additional Directors at Large shall be
appointed as deemed necessary by the BOD and approved by a simple majority vote
of the membership at the next General meeting.
Additional Directors will be elected to the BOD as the membership increases,
with a Director for each fifty (50) Voting Members.
ARTICLE IX
SUSPENSION
A. Any member who shall fail to pay Annual dues
within thirty (30) days after the same becomes due and payable, or shall fail
to pay any indebtedness to the Club within thirty (30) days after a bill for
same has been rendered, shall be suspended from all privileges of the Club.
B. Any member who shall conduct themselves in an
irresponsible manner that, in the opinion of the BOD, is not in the best
interest of the Club or, when such actions bring discredit upon the Club,
shall be subject to suspension at the discretion of the BOD.
ARTICLE X
AMENDMENTS
A. Amendments to these bylaws may be made at the
Annual meeting, or at a meeting called for this purpose by a two-thirds (2/3)
vote of all members present. Written
notice of the proposed amendments shall be submitted to the BOD and notice of
the proposed amendments shall be provided to all members by the Secretary. An announcement published in the Club
newsletter shall be considered sufficient notice of proposed amendments.
B. The Director at Large will have the
responsibility of establishing and maintaining the Bylaws Committee. The Bylaws Chairperson shall receive and
screen proposals for proper wording, spelling, punctuation, etc., but shall
make no judgment as to the context or validity of a proposal. The Bylaws Chairperson shall compile all
proposals and submit same to the Voting members not later than two (2) weeks
prior to the Annual meeting.
C. Voting on bylaws changes may be done by mail
with the conditions and methods of carrying out a mail vote established by the
BOD.
ARTICLE XI
COMMITTEES AND REPRESENTATIVES
A. Standing
Committees
1. Conservation/Public Relations
2. Bylaws
3. Trails/Events
4. Safety
5.
News Letter Editor
B. Optional
Committees
Optional
committees will be appointed on an as-needed basis; e.g. Nominating, Search and Rescue,
etc.
C. The above committees’ chairpersons shall,
upon approval, be appointed by the President not later than the second
meeting. The appointed chairpersons
shall appoint the rest of his/her committee not later than the first General
meeting following his/her appointment.
ARTICLES XII
SAFETY
The Safety committee
shall have the freedom to prescribe safety requirements for the Club’s
events. The Safety committee will
provide these requirements to the BOD for a vote at the next BOD meeting. All members of the Club wishing to
participate in an event (either sanctioned by the Colorado Land Cruisers or
when representing the same) shall follow the requirements prescribed by the
Safety committee.
These are the Bylaws of
Updated this day , Saturday, January 23, 1999, per annual CLC meeting of , Tuesday, January 20, 1999, - By Director at Large - Jerry Nichols