PDA

View Full Version : Very Rough Draft of Bylaws


azdesertrhino
December 15th, 2006, 17:41
This is a very rough, first draft of the bylaws for the Arizona Chapter. I expect the will need a lot of tweaking and am looking for input from the Arizona Members.

Mainly, I robbed the national bylaws and changed a word or two.

There has been discussion regarding the age limitation and length of time for service on the BOD. I think the age limitation of 18 years old should stand as the National Bylaws state.

I did shorten the requirement for holding office in the Arizona Chapter BOD to 6 months.

I know we want to get this thing up and running but we need to think long term for the benefit of the chapter. Also, these Bylaws do have to be approved by the National BOD.

The procedure is, we need to get our bylaws set and also decide on the 3 positions for the board of directors, president, vice-president and Recorder/Treasurer.

All constructive critism and suggestions welcomed! All this will have to be voted on by the Arizona membership and then approved by the National BOD.






Arizona Chapter Bylaws


If situation, bylaw or rule is not addressed in the NAXJA Arizona Chapter Bylaws, NAXJA National Bylaws will take precedence.

Definitions


Attendee: A NAXJA Event participant, whether NAXJA Member or Guest.
Arizona Chapter of NAXJA, herein referred to a Chapter.
Board of Directors: The governing body of the Chapter also referred to as the BOD. The Board of Directors shall be comprised and elected as provided elsewhere in these by-laws.
Director: A member of the Board of Directors, elected in accordance with the provisions of these by-laws.
Event: An activity sanctioned by the Chapter in and organized and conducted by the Chapter in accordance with provisions of these by-laws and event rules and regulations as may be adopted and amended from time to time by the Board of Directors.
Guest: An Event Attendee formally invited by a Member to participate in a sanctioned Event prior to the start of the Event.
HOHV: Highway/Off-Highway Vehicle.
Member: An individual paying dues to the Corporation to maintain active NAXJA status.
Membership:
a. The right to participate fully in the activities of the Corporation and to receive any benefits which shall accrue to Members.
b. For purposes of voting and as otherwise provided in these by-laws, the collective body of Members in the Corporation.
Motion: An action presented by any Member for consideration by the Board of Directors, or by any Director for vote by the Board of Directors.
MJ: Jeep Comanche vehicle, mid-size pick-up truck.
Officer: An official of the Corporation, elected in accordance with provisions of these by-laws and serving in the rank of President, Vice President, Treasurer, or Recorder.
OHV: Off-Highway Vehicle.
Quorum: The minimum number or percentage of Members or Directors that must participate in an election or a vote on a Motion.
Trail Master: The Director or Member appointed by the Board of Directors to lead a sanctioned Event. Usually this person will physically lead an Event, and shall have a high level of experience in order to provide guidance to the rest of the Attendees. XJ: Jeep Cherokee vehicle, mid-size station wagon, sometimes referred to as a SUV- type vehicle


Specific Purpose


Technical XJ/MJ discussion and provision of related resources;
Coordination and hosting of off-road Events;
Responsible use of public lands through membership in land use focused organizations;
Exploring, maintaining, preserving and enjoying OHV trails with our fellow club members;
Providing social, educational and family recreational activities for its membership;
Promoting the continuing and renewed use of public lands for Highway/Off-Highway Vehicle (HOHV) recreation;
Participating in, and supporting, activities to further the causes of OHV enthusiasts and users of the outdoors;
Improving the status of our sport through the development of better public image and association with people who are interested and active in the sport; Publicizing and promoting the ideals of the United Four Wheel Drive Association (UFWDA) and Tread Lightly.

Membership

The Chapter seeks and exists to serve responsible XJ/MJ owners and enthusiasts who want to participate in XJ/MJ related events, and/or XJ/MJ owners who are looking for technical help/support in the troubleshooting, care, daily maintenance, repair, restoration or modification of their vehicles.


Membership Qualifications

In order to be eligible for Membership an individual shall satisfy the following requirements:
Shall be not less than 18 years of age;
Shall own or shall have regular use of an XJ or MJ vehicle.
The Board of Directors shall reserve the right to reject any individual Membership application at its sole discretion. Memberships shall only be valid if submitted in accordance with regular application processes established by the Board of Directors, as may be amended from time to time.


Membership in the Chapter shall be open to any Member of the Corporation in good standing that resides within the geographic region encompassed by the Arizona Chapter. For purposes of establishing this Chapter, the initial Chapter membership shall reside within the proposed Chapter’s proposed geographic region.

Member Conduct


Members shall be bound by and shall act in accordance with these By-Laws, and such rules, regulations and standard procedures as the Board of Directors of NAXJA may adopt hereunder from time to time.
Each Member shall conduct himself/herself in public in a respectable manner at all times, both during and outside of Chapter activities. Public conduct which, in the opinion of the Board of Directors, reflects badly on the Chapter or the off-highway community shall constitute grounds for possible suspension or expulsion from the Corporation.

Government



The Board of Directors shall manage the Chapter in accordance with these by-laws. The Board of Directors shall conduct the business of the Chapter primarily through the medium of the Internet. However, nothing contained herein shall preclude the Board of Directors from convening a physical meeting, provided such meeting is called by the President or presiding officer or by majority vote of the Board of Directors, and all Directors receive not less than 30 days advance notice of the location, date, and time of the meeting and the agenda of items to be discussed.
Chapter Board of Directors

a. There shall be three Officers: President, Vice President, Treasurer/ Recorder. The decision-making authority rank shall flow in the order listed above, with the President possessing the highest level. This authority rank is only applicable in decision-making circumstances where a Board of Directors vote is not feasible, such as during an Event.

Chairman of the Board: The elected President shall serve as the Chairman of the Board of Directors, and shall preside over all Board of Directors activities. C.The Vice President shall keep himself fully informed concerning the business of
the Chapter with the active assistance of the other Officers and, in the event of the absence or temporary disability of the President or a vacancy in the office of President, shall assume and carry out the duties and responsibilities of the President. The Vice President shall also perform such other duties as may from time to time be assigned to him/her by the President or by the Board of Directors.


The Treasurer/Recorder shall be responsible for ascertaining that a complete record is kept of all activities of the Chapter. The Treasurer/Recorder shall have the care and custody of all funds of the Chapter. He/she shall receive all monies, pay all bills, and keep true and accurate accounting of all monies received and dispersed. He/she shall, at the conclusion of each fiscal year of the Chapter, render to the Board of Directors a full and complete written statement of the condition of the Chapter, as well as of all monies received and dispersed during the period covered by the report.

Event Coordinators and Regional Directors may be appointed at the discretion of the board of directors where and if necessary for the benefit and stability of the Chapter.



Elections

Nomination for Officers shall take place annually on November 1. Elections shall be held on November 15 of the same year. The newly elected Officers shall assume their responsibilities on January 1 following the elections. Each office shall be held for a term of 1 year. The Directors shall be elected on alternating years in the above manner. A minimum of 6 months as a Member shall be required before election to an office can be made.

Chapter Events


Each Event shall have an assigned Trail Master. The Trail Master shall lead the Event always with safety in mind. The Trail Master shall have ultimate decision-making authority for all Event decisions, unless a higher-ranking Director is present at the Event, in which case that Director has unilateral decision-making authority. All event Attendees shall follow Trail Master/Director instructions at all times.
An Event shall consist of only the off-road trail rides or other specifically designated activities. The Event begins at the time of the pre-run Driver’s Meeting or functional equivalent, and ends when the group returns to a designated point. For multi-day events, this means that the Chapter will not organize or coordinate camping or other activities, except as a service to the Members. The Event itself is limited to the organized trail rides.
If no Chapter or National Director attends a scheduled Event, that event is automatically cancelled as a formal Event sanctioned by the Corporation. Any further activity by Members or others shall not be affiliated with the Corporation.
Each Attendee is ultimately responsible for his or her own safety. Safety concerns shall be brought up to the Trail Master or an attending Director immediately.
Members who choose to bring Guests on an Event are solely responsible for the safety and the behavior of those Guests. Should the Trail Master or any attending Director determine that any Guest is posing a risk to safety, or simply to the enjoyment of the Event itself, that Guest may be asked to leave via host Member escort provided it is deemed safe to do so by the attending ranking Director and/or Trail Master.
Each Member may invite not more than one (1) guest vehicle to attend each Event.
All participants shall be defined as an Attendee, either Member or Guest. At no time will any other vehicle be allowed to join any Event. The Trail Master and/or attending Director shall enforce this policy without exception.
Attendees shall notify the Trail Master or an attending Director prior to leaving the group for any reason. While NAXJA Directors cannot physically restrain any Attendee to prevent them from leaving, a safety assessment shall be made prior to approving any such action.
Attendees shall adhere to Tread Lightly principles at all times. This includes the environment and also the Attendee’s vehicle. Attendees shall not put their vehicles at undue risk of damage that would potentially delay the progress of an Event. The Trail Master and/or attending Directors shall monitor Tread Lightly principles, and failure to comply may result in an Attendee being dismissed from an Event.
Alcoholic beverages and other controlled substances are prohibited while driving on or off-road. This includes consumption prior to an Event. Failure to comply will result in dismissal from the Event and shall constitute grounds for termination of Membership.
Attendees bringing pets shall control them at all times. Attendees shall exercise discretion in the use of vulgar, profane, and/or potentially offensive language during the course of all Events. In the event of a complaint regarding language, the determination of the Trail Master or attending Director shall be final and binding, and shall be rendered impartially.

Required Equipment for Chapter Event Participation


NAXJA VERY HIGHLY recommends that all event participants have a CB Radio.
NAXJA requires all listed items to be present, and available for use, for a vehicle to be permitted to participate in a event. Participants are expected to stow equipment and all other items within their vehicle in a safe manner, conscious of the effects of OHV use and possible shifting of items.
NAXJA Safety Inspectors will use this list for safety inspections prior to any event. The Safety Inspector has final say in approval or rejection of any vehicle for event participation and may at anytime defer to a second event or club officer for additional ruling.
NAXJA expects each event participant to carry insurance and registration sufficient to meet the legal requirements of their vehicle state of residence and for the roads and trails traveled for the event. NAXJA is not responsible for assuring an entrant's vehicle is legal for the roads and trails traveled in the event. Required Equipment list


Visibly charged fire extinguisher (BC or ABC)
First aid kit
Adequate spare tire, jack and lug wrench
Safety belts for driver and any current passenger
Adequate attachment points in the front and rear of the vehicle:
Acceptable forms of attachment points: (All Items must be mounted in a manner to provide adequate strength and integrity)
Tow hooks of OEM or greater integrity
D-Rings
Shackle/Clevis
20ft 10,000lb snatch strap without any metal hooks g. Secured battery (no bungee cords)

bigazxj
December 17th, 2006, 09:59
they look good to me jim

is there going to be a seprate thread for nominations?

justin 0lllll0

o2bgpn
December 17th, 2006, 10:24
They look good to me, too. I say get them in ASAP and make modifications later if needed (sounds like I’m talking about my Jeep, there :D ).

How many "yea" votes do you need to submit them to the National BOD?

Mike

AZRockRunner
December 17th, 2006, 11:32
Looks good to me also.

And this might be a seperate thread, but should there be a check list for the trail master to check of on each vehicle for the required items? or is it not that huge of a deal? I am just wondering what the liability is for the chaptor if someone doesnt have the required items and something happens.

I know I have wheeled without good recovery points before, but I have solved that issue now.

:doh:

cw50must
December 17th, 2006, 12:03
Concur :)

azdesertrhino
December 17th, 2006, 17:29
they look good to me jim

is there going to be a separate thread for nominations?

justin 0lllll0

I think there should be a separate thread for Chapter Officer Nominations.

azdesertrhino
December 17th, 2006, 17:31
They look good to me, too. I say get them in ASAP and make modifications later if needed (sounds like I’m talking about my Jeep, there :D ).

How many "yea" votes do you need to submit them to the National BOD?

Mike

We currently have 17 official NAXJA Members in the Arizona Chapter. I believe 50% +1 will be required to approve the bylaws.

azdesertrhino
December 17th, 2006, 17:36
Looks good to me also.

And this might be a separate thread, but should there be a check list for the trail master to check of on each vehicle for the required items? or is it not that huge of a deal? I am just wondering what the liability is for the chapter if someone doesn't have the required items and something happens.

I know I have wheeled without good recovery points before, but I have solved that issue now.

:doh:

I think as responsible members we should all make sure our rigs meet the minimums set by the NAXJA Bylaws. As some of us saw this past run, we really need to carry more than the minimum and be prepared for the unforeseen.

I know I added to my list this weekend of necessary items, even though I didn't run in to any problems (on this run!!).

There will be an official sign in sheet (member or guest) and a checklist for vehicles.

I also think, that when running certain trails, there has to be a stipulation of other minimal equipment, example: 1 locker, tire size etc.

AZRockRunner
December 17th, 2006, 18:36
I agree and disagree. I think that if someone wants to run without a locker, then thats there call.
However, you are correct in having a check list of mandatory and highly recommended items. I know this becouse being so new to wheeling in AZ, I really dont know what I should have. I have learned that spare brake lines and u-joints are a must. Of course fluids of all types and a well stocked tool box, but maybe we should start a thread of Items to carry on trail in AZ?

azdesertrhino
December 17th, 2006, 18:47
I agree and disagree. I think that if someone wants to run without a locker, then thats there call.
However, you are correct in having a check list of mandatory and highly recommended items. I know this becouse being so new to wheeling in AZ, I really dont know what I should have. I have learned that spare brake lines and u-joints are a must. Of course fluids of all types and a well stocked tool box, but maybe we should start a thread of Items to carry on trail in AZ?

I guess it could be called a strong recommendation. Kind of reminds me of an old golfing joke.

"Hit the ball, drag Harry".

If a rig isn't capable of running the trail, or rocks have to be stacked etc, I think the person/rig should reconsider running the trail. If the person is not aware of the complexity of the trail, there should be some guidelines as to the recommended equipment.

There are trails my rig is not capable of and I would like the input of others to help me decide if my rig is capable or not.

I think this is why trails are rated, so folks know what the expectations or potential problems are. Just like some trails I've read about "expect body damage".

My 2 cents worth but I'm just making suggestions. All this is up to the membership!

AZRockRunner
December 17th, 2006, 19:48
yes, u are correct. Guidelines are a must. I know I would appreciate them. Maybe I mis-understood and thought u meant lockers mandatory I am not sure. I am a little loopy on the pain meds. LOL

atleast, thats my story and I am sticking to it.:party:

CommandoXJ96
December 17th, 2006, 20:03
well i dont think ill be running charlueas again on a run like that without a traction aid. i certainly think that 31s or 33s would Not have made a significant difference to me on the trail locker or not. I can think of places something like a requirement/STRONG recommendations would be a great idea (Flo-jo, last crusade.. etc)

sjkimmel99
December 17th, 2006, 21:22
Hi. I have a question about the "Elections" section where it says:

"Each office shall be held for a term of 1 year. The Directors shall be elected on alternating years in the above manner."

"alternating years" sounds like every other year - i.e., 2 years. If the intention is to reinforce the 1 year term it doesn't read that way.

If the term is one year then the second sentence, "The Directors .....above manner," should be removed.

unless the term is 2 years.

Thanks.

azdesertrhino
December 18th, 2006, 02:17
Hi. I have a question about the "Elections" section where it says:

"Each office shall be held for a term of 1 year. The Directors shall be elected on alternating years in the above manner."

"alternating years" sounds like every other year - i.e., 2 years. If the intention is to reinforce the 1 year term it doesn't read that way.

If the term is one year then the second sentence, "The Directors .....above manner," should be removed.

unless the term is 2 years.

Thanks.

I'm glad you noticed that. My concern is after the first year, the whole BOD leaves and a brand new one walks in. Should we extend the term of one BOD for the first year to 2 years and then stagger the vote a yearly basis?

Or is replacing the complete BOD at the same time a valid concern?

All this considering the possibility that none of the board members are re-elected.

woody
December 18th, 2006, 08:58
I wouldn't worry about staggering Officer & Director elections to alternating years (like the National BOD does) and would reccomend leaving them at one year terms to begin with.

After the Chapter gets it's feet on the ground, (one year, maybe more) then consider extending the terms of service to two years.

Overall the amended bylaws look really good ;) Good Job!

DrMoab
December 18th, 2006, 09:05
The Intermountain chapter has our elections set up for every year. So far its worked out well.

Stone Dragon
December 18th, 2006, 09:28
Looks Good! Do we really want to limit to 1 guest per event? Do you want to have to choose between your friends as to which one you invite? What if we reworded it to say something like, "Members should use good judgement when inviting guest to events and limit it to 1 or 2". or something.

sjkimmel99
December 18th, 2006, 09:41
On the terms of office, given the comments of Woody and DrMoab, I suggest the Elections section be changed to strike this sentence:

The Directors shall be elected on alternating years in the above manner.

sjkimmel99
December 18th, 2006, 10:03
Note that it's one guest vehicle per official NAXJA event. I thought it read "1 guest" per event at first as well ("but what about my family?") That's one of the things that would differentiate a NAXJA club event from the events of other clubs or a random group of friends where you'd find a mix of vehicles. If you view the sentence in that context, one of the values of having a regional chapter of this specific club is to support XJ's (and their owners and guests) getting together for technical support, to see what others are doing to their rigs, see what others can do with their rigs, wheeling and all that good stuff. Invite guests to A. share in that and B. convert them to being XJ owners and members.
You would of course still wheel with other groups of whatever makeup.

Stone Dragon
December 18th, 2006, 10:47
Sorry 'bout that! I was refering to one guest vehicle, and still don't want to have to choose and think it could be worded better. Thanks!

AZRockRunner
December 18th, 2006, 11:43
I think it should be 1 guest vehicle per NAXJA member. And that member should make sure that there guest has enough skill and equipment to make the trail safely. I think that would be better than limiting the run to 1 single guest no matter what. We want our membership to grow, and I think limiting the guests to much could hinder that growth.

Just my 2 cents:wstupid:

azdesertrhino
December 18th, 2006, 15:11
I think it should be 1 guest vehicle per NAXJA member. And that member should make sure that there guest has enough skill and equipment to make the trail safely. I think that would be better than limiting the run to 1 single guest no matter what. We want our membership to grow, and I think limiting the guests to much could hinder that growth.

Just my 2 cents:wstupid:

I reread the statement in the bylaws, which was taken directly from the national bylaws, and it is 1 Guest Vehicle per member.

I know the chances of this happening are slim, but if too many Guests are invited (6 members invite 2 Guest Vehicles Each), you now have a run with 18 vehicles. Now you are in a situation where you have to break the run into 2 groups etc.

I think 1 Guest Vehicle per member is a safe number.

Looking for input from other members on this issue.

Regarding the elections part of the bylaws, I'm going to make that change and will repost. Look for them in another thread and maybe we can get this part of the chapter formation finalized.

Stone Dragon
December 18th, 2006, 19:39
No one should ever be turned away from an event. We are not about the XJ...... But about the PEOPLE who love the XJ. If I have a neighbor and a friend from work who both want to go to an event, I'm not going to say .... No you can't go... That's just wrong. Rather then limit the number of guests, how about we have a visitor card and get their name/callsign and e-mail. We could use a spreadsheet to track the number of events they have been to, and after say....3 events, they get a friendily, encouraging e-mail saying its time to join. Remember we, as members, are not the only ones who see when and where our events are..... So people know, and your going to say you can't come. We will lose alot of potential members that way. I guess what I am tring to say is if a person has the vehicle, skill, and safety equipment for the event, we, as representitives of the corperation should not turn them away.

sjkimmel99
December 18th, 2006, 21:16
Seems like the reasoning behind the "1 guest vehicle" is oriented toward safety and responsibility but you have a point about not wanting to turn people away. Point 5 pretty much covers the issue anyway - you are responsible for your guests.

On your comment about we not being the only ones who see when and where the events are. Are you thinking runs be announced or posted on other off road club boards or email lists? That could work for some runs or other events - trash pickup (or joining other similar events as the NAXJA contingent.)

However, since we're voting on this draft of the bylaws now anyway we can either vote them down, fix and vote again or pass them and then amend. Might be easier to get something down now as offical to move the process forward.

Goatman
December 18th, 2006, 21:17
We currently have 17 official NAXJA Members in the Arizona Chapter. I believe 50% +1 will be required to approve the bylaws.

You guys aren't a chapter yet, and you have no rules to dictate how you do anything at this point. The only requirement is that you have officers and bylaws to present with your request to become a chapter. How you get there is totally up to you folks. If you have a comfortable consensus on both the bylaws and the officers, that's good enough. After you determine your bylaws and become a chapter, then you are bound by them.

Theoretically, if you folks wanted to meet for pizza and those who showed up hashed out some bylaws and choose some officers, you'd be fine.

Goatman
December 18th, 2006, 21:21
BTW, I also recommend that you be as loose as possible in the bylaws regarding runs and events. Really, it probably wouldn't hurt anything to not say much about events at all in the bylaws.