IC bylaws

[Israel]

How about we finish this up? The way I see it, we can either pick up where the original BOD left off which was essentially a revision of the national bylaws, or we could do our own version similar to what the AZ chapter has done. I'm open to either route, as long as we can complete this project during the next year.

 

[ROOK1]

Do they need to be revised for some reason?

 

[DrMoab]

Do they need to be revised for some reason?

No, just completed. We never have had an official set of by-laws. Well we have but they have never been finished and posted for everyone to see.

 

[XJumpmaster]

I think they could be completed!

 

[Israel]

Here's what Josh dug up a month or so ago. Is there anything we want to change?

 

[Israel]

For those interested, here are the proposed bylaws. Woody, our President has given it the thumbs up. I sent out an e-mail to most of you with these bylaws attached also. Thanks to XJEEPER and Tom R. for their time and effort on this.
It is broken up because of its size. It's a copy and paste thing which might make it a little harder to read. If anyone wants, I can e-mail the original.
Let us know what you think.

Part 1:


Intermountain Chapter Bylaws
Pending approval 11-04-03
NAME
This Chapter shall be known as the Intermountain Chapter, (IC) an official Chapter of the North American XJ Association, ( - www.naxja.org ) incorporated in the State of Illinois on January 7, 1999.
PURPOSE
Our primary activities and interests shall be oriented towards the gathering of all XJ/MJ owners, on the Internet and at facilitated meetings and events at various locations.
The IC will provide the following benefits to the Intermountain region XJ/MJ community through the following goals and ideals:
· Coordination and hosting of off-road events in the area;
· Promoting responsible use of public lands through membership in land-use focused organizations; We will maintain membership in and endorse the ideals of the United Four Wheel Drive Association www.ufwda.org Tread Lightly www.treadlightly.org Blue Ribbon Coalition www.brc.org, and other regional groups as approved by the membership of the chapter.
· Exploring, maintaining, preserving, and enjoying, OHV trails with our fellow club members and the XJ/MJ public.
· Providing social, educational and family recreational activities other than off-road trail-rides for the chapter membership and the XJ/MJ public.
· 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 in the southeast.
· Developing the Chapter as the Intermountain region’s representative to
. Promoting growth by recruiting Members and encouraging development of smaller local Chapters within the region.
· The IC will make efforts to improve the status of our sport through the development of better public image and association with individuals, groups, and businesses who are interested and active in the sport.
MEMBERSHIP
WHAT IS THE IC LOOKING FOR IN A NEW MEMBER?
We are looking for responsible XJ/MJ owners and enthusiasts from the Intermountain Region or other areas who want to participate in XJ/MJ related events, and interested helping the chapter keep fun things to do going on year-round. All XJ/MJ owners are welcome to participate in events and functions with the open invitation of the Chapter BOD.
MEMBERSHIP CATEGORIES:
Individual Membership
Each individual or family shall be a national member of to be a member of the Intermountain Chapter. A Member of one chapter may concurrently be a Member in another chapter, provided they meet the chapter requirements, and have paid the appropriate dues.
The Chapter Board of Directors may limit the number of Memberships to an exact number at any time. At no time will Memberships be revoked in order to reduce the overall Membership limit. The Chapter Board of Directors shall reserve the right to reject any individual from Chapter Membership at its sole discretion. Memberships shall only be valid if submitted via established application processes.
Family members are included as members in the Chapter. Each member-family shall have one (1) vote, unless the individuals elect to maintain their own separate memberships.
HONORARY MEMBERSHIP
Honorary membership may be elected by majority vote of the board of directors. The honorary member is not obligated to pay dues and this membership expires one year from the date of the BOD vote, unless renewed by the BOD with an additional vote. Honorary members shall not be entitled to vote, nor hold any office or committee chair position in or any Chapter. Honorary members who apply and are accepted for full membership shall immediately be eligible for all voting and office privileges.
CHAPTER MEMBERSHIP
To maintain official Chapter status, the Chapter shall maintain a minimum of seven (7) active members, and at least three (3) of which shall be BOD members. (President, Vice President, and Treasurer/Recorder.) Chapters that fail to meet these minimum requirements for two (2) consecutive months, or more than four (4) times in a calendar year shall be subject to immediate suspension and probable revocation of Chapter status. Dissolution of a Chapter, whether by majority Chapter member vote, by failing to meet minimum membership requirements, or by decision of the Board of Directors shall require the dispersal of any Chapter assets in accordance with these Bylaws.
Participation, Conduct, and Sale of Vehicle
Members are encouraged to participate in both the Internet and land based activities of the IC. There is no minimum amount of participation for Chapter Members, and it is highly recommended that Chapter Members maintain a computer with Internet access. Chapter BOD Officers or committee members who miss more than two (2) consecutive monthly online meetings without giving notice and/or making prior arrangements shall be subject to recall election.
All members must conduct themselves in a respectable manner both in and out of activities. Any member in public disgrace is subject to suspension by the board of directors…pending retention or expulsion hearings.
Membership is not transferable between individuals.
Upon sale of a vehicle, the Member must remove all club decals and emblems.
Any Member leaving this club under unfavorable conditions shall return all evidence of club membership.
Dues
Dues are reviewed and approved by the IC Board of Directors on an as needed basis, at a minimum of annually. There are no additional dues required beyond membership at this time.
It is each individual members responsibility to keep their dues current. The Members Roster on www.naxja.org will list Members expiration date and membership status. Members who do not pay their dues within 60 days of the renewal date will have their Membership automatically rescinded. Members may reapply for Membership as a new Member, subject to approval of the Board of Directors;
No portion of annual dues will be refunded to any Member whose Membership is terminated either by choice or Board of Directors’ decision, except upon approval of the Board of Directors in consideration of extenuating circumstances;
Membership Privileges
· Intermountain Chapter Members shall be entitled to attend Chapter Events and hold Chapter Office if otherwise qualified.
· Members will receive a Membership card & decal, a UFWDA decal, and a Chapter decal when one becomes available.
· Members will be kept apprised of Chapter activities via electronic means and/or US Mail.
Elected Club Officers and adoption of Club Bylaws
OFFICERS
Each office shall be held for a term of 1 year. Appointments, delegates and committee positions may be held by any member, whether an officer or not.
Copies of incorporation papers and these Bylaws will be held by the Secretary of State (IL) and by each member of the BOD. In addition, each BOD member will have a copy of the current insurance policy
A minimum of 1 year membership MAY be required before election to an office can be made.
The President shall preside over all membership meetings, be present at all events when possible, be the executive officer and have the duty to carry out the policies and decisions of the chapter and co-sign checks as necessary.
The Treasurer shall have the care and custody of all Club funds. The Treasurer may be directed by the remaining directors as to the method, and facility of depositing such funds. He shall collect and disburse all money on account of the Club. He shall keep records and accounting of the financial affairs and report their status as directed by the Board of
Directors. He shall sign such contracts, documents or instruments in writing as required, and shall have such other powers and duties as may be assigned from time to time by the Board of Directors or as incident to his office. On or before the 7th day of each month, he/she shall present an itemized list of moneys both spent and received in the previous month.
There will be five Officers: President, Vice President, Treasurer, Recorder, and Events Director. The decision making authority rank flows in order as 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.
Chapter Board of Directors: The five elected Officers will automatically be on the Board of Directors. Each Director has one (1) vote. Representatives from Chapters within the four (4) regions of the continental North America NE SE SW NW will each have a single vote on the International Board of Directors. The Regional Representative from the IC shall be the President of the IC Chapter, and will serve on the International Board of Directors during their elected term of office.
Chairman of the Board: The elected President automatically becomes the Chairman of the Board, and will preside over all Chapter Board of Directors activities.
Grievance Committee: The Board of Directors will comprise the Grievance Committee. Their responsibility is to determine the validity of any grievance voiced by any Member. This committee will decide on the proper course of action for resolving any grievance. Two-thirds majority shall rule in Grievance Committee votes.

 

[Israel]

Part 2:


Elections
Nomination for Officers will take place annually on November 1st. Elections will be held beginning on November 15 and closing November 31st of the same year. The newly elected Officers shall assume their responsibilities on January 1st following the elections.
The Vice President will automatically become the President in the event the President is recalled or voluntarily resigns for the remainder of the term. The Vice President shall assume the seat on the BOD vacated by the departing Chapter President. Elections for a replacement Vice President shall then be held. If any other Officer or Board Member is recalled or resigns, that position shall be considered for immediate elections.
Term of elected office is one (1) year. Elected Officers are not limited to the number of terms they may run or hold for any office.
The Board of Directors may recall an Officer, Director, or Committee Chairperson with a unanimous vote. The accused Officer or Director shall abstain from the vote as applicable. Chapter Members may proceed with a recall Motion only via sponsorship of a Director on the Board in the form of a Complaint. The Motion of Complaint must receive a Second of the Motion. Chapter Members must first process any complaint through the Grievance Committee or the Motion shall automatically be dismissed without vote. A Recall Motion requires two-thirds (2/3) vote to pass. Quorum is 100% for recall Motions. Failure to establish 100% Quorum at the time of the vote shall result in dismissal of the Motion without vote.
BYLAW CHANGES
Bylaws may be changed by a three-fifths vote of the Chapter Board of Directors.
VOTING
The Recorder shall keep records of all voting activity and a log of all Motions as part of permanent IC records. These records must be maintained for a period of at least five (5) years. Voting and record keeping will normally be held via electronic means, but in the case of physical meetings and voting, a written record will be made of the activities and posted for Member viewing.
A Member shall make a Motion in order to establish the requirement for a vote. Another Member must second the Motion in order for it to become a formal Motion. Members can make subsequent Motions to table or dismiss the Motion under consideration. A tabled Motion shall be tabled for one month unless otherwise specified. Successful Motions to dismiss are the equivalent of a failed vote. All Motions must pass, fail, or table.
There is no quorum for general Membership motions. A formal, two (2) week notice will be given by a Board member for a vote. This formal notice will be presented on the IC forum. Votes will be tallied on the vote due date by a board appointed member. A vote will be considered complete and enforceable when the votes are counted. When a Chapter submits a vote to the Board of Directors it shall be considered 100% Quorum for that Chapter.
The only exceptions to this rule are specifically outlined in these Bylaws.
Board of Directors Quorum is a majority of the Board members. The voting for any Motion submitted to the Board will be considered closed 72 hours after the Motion is presented, unless a majority of the Board agrees to extend the vote for another 72 hours. If a majority of the Board has not voted within that time limit, a Quorum will not have been reached, and the Motion will be considered as tabled and will have to be resubmitted for another vote at a later time. This provision applies to all Motions other than a By-Laws change, which requires a two-thirds vote of the Board. The Board of Directors will follow the Bylaws concerning Motions in the same manner as the general Membership. The Board of Directors will follow the Bylaws concerning Motions in the same manner as the general Membership.
The Board of Directors shall have sole discretion to determine which Motions shall be placed to Chapter Membership vote. Generally, these shall be limited to the contents of Membership packages and the organization of Events. All other Motions will be voted upon by the Board of Directors, and their ruling shall be final.
FINANCES
The Chapter Treasurer shall establish and maintain a non-profit organization banking relationship with a local financial institution. The Treasurer shall process all dues and maintain records of all financial activity to be presented to the Board of Directors on a monthly basis.
The Club's fiscal year shall begin January 1st each year.
All Chapter money received from all sources shall be forwarded to the Treasurer ASAP!
Except in the case of monthly chapter expenses, no withdrawal of funds shall be made without the approval of a Board of Directors quorum.
The Chapter shall develop and maintain a $500.00 minimum cash balance, to be drawn from ONLY in emergency situations. All such emergencies will be determined by the Chapter BOD.
To maintain and build the Chapter Treasury without members paying additional dues, activities to raise funds shall be authorized by these Bylaws, and approved by the chapter BOD. These activities may include, but are not limited to:
Sales of IC chapter merchandise and clothing
Raffles and Contests
Fee-Events
Solicitation of Sponsors from small businesses within the Intermountain Chapter region
Mandatory activities and expenditures
· The IC will file appropriate tax exemption forms and maintain records for the legally applicable time as defined by the IRS;
· The Chapter Board of Directors must approve all expenditures prior to the allocation of funds;
· The IC will maintain a two-year financial plan that provides solvency at all times;
· The IC Events will not be funded unless specifically approved by the Board of Directors. The Board of Directors will approve fee amounts for each Event that fully fund all elements of the event, including “Event packages” containing items such as Event stickers. Event finances will be the responsibility of the Event Chairman, both to establish and collect.
· If the Chapter should cease to operate as a Chapter of , it is directed to settle all financial obligations and liquidate all assets. Any funds from such dissolution shall be donated 50% to the Treasury and 50% to the UFWDA Land Use Fund. If the BOD, under conditions of chapter protest, makes this dissolution effective, 100% of the Chapter funds shall be donated to the UFWDA Land Use Fund.

 

[Israel]

Part 3:


Logos and Chapter-specific designs
The IC shall have permission to use the Corporate logo (Italicized Tahoma font, red letters, with gray or black shadow) and name as part of building a Chapter Identity. Chapter-specific art and designs shall be approved by the BOD for use on merchandise and Chapter correspondence.
SPONSORED EVENTS AND TRIP RULES
A Sponsored Event is by definition an Event in which the IC formally recognizes the Event as a Chapter Event, and the Event is attended by at least one Director. The Chapter Board of Directors within established voting procedures determines formal recognition of an Event. The decision will be posted on the Intermountain Chapter web forum.
Unless otherwise noted, All Chapter Events and functions other than Chapter Meetings are to be considered open to all members and their families, as well as the XJ/MJ public. Members Only Events may be held and there may be portions of an open Event that are restricted to Members Only or a limited number of participants.
Event Regulations
· Each Event will have an assigned Trail Master. The Trail Master will lead the Event always with safety in mind. The Trail Master will have ultimate decision making authority for “go/no-go” Event decisions, unless a higher ranking Officer is present at the Event, in which case that Officer has unilateral decision making authority. All event Attendees will follow Trail Master/Officer instructions at all times;
· Events only consist of the off-road trail rides or other specially 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 Intermountain 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 the designated Director fails to show up for a scheduled Event, that event is automatically cancelled as a Chapter Event. Any further activity by IC Members or others will not be affiliated with the IC;
· Each Attendee is ultimately responsible for his or her own safety. Safety concerns should be brought up to the Trail Master or an attending Officer immediately;
· Members who choose to bring Guests to an Event are solely responsible for those Guests. Should the Trail Master or Officer 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 present ranking Director and/or Trail Master;
· All participants must be defined as an Attendee, i.e., either Member or Guest. At no time will any other vehicle be allowed to join any Event. The Trail Master and/or Officer will enforce this policy;
· Attendees will notify the Trail Master or an Officer prior to leaving the group for any reason. While IC Directors cannot physically restrain any Attendee to prevent them from leaving, a safety assessment shall be made prior to approving any such action;
· Attendees will adhere to Tread Lightly principles at all times. This includes the environment and also the Attendee’s vehicle. Attendees will not put their vehicles at undue risk of damage that would potentially delay the progress of an Event. The Trail Master and/or Officers will 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 probable termination of Membership;
· Attendees shall dispose of all trash in designated containers or haul it back out in their vehicle;
· No firearms shall be exposed or discharged at any time;
· Attendees bringing pets must control them at all times;
· Profane language should be used with discretion as IC Events are family focused, and there is a likelihood of small children being present.

All vehicles must have the following equipment to attend the off road portion of IC sponsored Events
· Legally required automobile insurance and registration;
· Fire extinguisher;
· First Aid Kit;
· Tow Rope (no metal hooks allowed), Tow Chain, or Winch;
· Safety belts;
· Spare tire, jack, and lug wrench;
· Hooks both front and rear (or suitable attaching point)
· CB (HIGHLY recommended, but not mandatory)
DEFINITIONS
Attendee: A IC Event participant, whether Member or Guest
Board of Directors: Comprised of the Officers of IC (Pres. VP. Treas. Recorder) and one (1) other Member for a total of five (5) Directors
Chapter: A regional XJ/MJ group derived from members, that obtains Membership in as a Chapter and not as individuals
Director: A member of the Board of Directors
Event: An IC sponsored activity as defined by the requirements of these bylaws
Guest: An Event Attendee formally invited by a IC Member prior to the start of the Event
Member/Membership: An individual or regional Chapter paying dues to to maintain active status. A Chapter Member possesses Membership. Membership is also defined as the collective Chapter Members for the purpose of voting or other IC activities. Individual Membership shall include immediate family.
Motion: An action presented by any Member for vote by the Membership
MJ: Jeep Comanche, mid-size Pickup, in production from 1986 to 1992
Officer: An elected IC official in the rank of President, Vice President, Treasurer, Recorder and Events Director.
Quorum: Percentage of Members that must be present in order to vote on a Motion
Trail Master: The Director or Member leading an IC Event. Usually this person will physically lead an Event, and has a high level of experience in order to provide guidance to the rest of the Attendees
XJ: Jeep Cherokee, mid-size, in production from 1984 to 2002

 

[Israel]

Back then the name was going to be the Utah chapter, so I've already gone through and changed Utah chapter to Intermountain chapter or IC. There is also a few other things I saw that are pretty different to what we do now like 5 BOD positions and elections in October. I changed the election dates, but I don't think I got them all correct.

 

[DaveW]

I think this is correct for national but the local chapter is not incorporated seperately. We do not have a chapter insurance policy we are covered on official event under the national policy. You may find some other area where th wording is specific to national not the chapter.

OFFICERS
Each office shall be held for a term of 1 year. Appointments, delegates and committee positions may be held by any member, whether an officer or not.
Copies of incorporation papers and these Bylaws will be held by the Secretary of State (IL) and by each member of the BOD. In addition, each BOD member will have a copy of the current insurance policy

and

DEFINITIONS
Attendee: A IC Event participant, whether Member or Guest
Board of Directors: Comprised of the Officers of IC (Pres. VP. Treas. Recorder) and one (1) other Member for a total of five (5) Directors

Maybe something like:

OFFICERS
Each office shall be held for a term of 1 year. Appointments, delegates and committee positions may be held by any member, whether an officer or not.
A copy of these Bylaws will be held by the by each member of the BOD and the national BOD. All official events will be insured under the National policy.

and

DEFINITIONS
Attendee: A IC Event participant, whether Member or Guest
Board of Directors: Comprised of the elected Officers of IC (Pres. VP. Treas. Recorder) which is a minimum of three (3) and a maximum of five (5) Directors

 

[DaveW]

Here is another possible correction.

There will be five Officers: President, Vice President, Treasurer, Recorder, and Events Director. The decision making authority rank flows in order as 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.
Chapter Board of Directors: The five elected Officers will automatically be on the Board of Directors. Each Director has one (1) vote. Representatives from Chapters within the four (4) regions of the continental North America NE SE SW NW will each have a single vote on the International Board of Directors. The Regional Representative from Utah shall be the President of the Utah Chapter, and will serve on the International Board of Directors during their elected term of office.

A 5 member BOD would be great but it does not happen. A few changes here to match what really occurs would be good.

The Chapter Officers will consist of a minimum of 3 and a maximum of five elected Officers. Three three minimum are President, Vice President, Treasurer/Recorder. Two additional Officers may be elected. These positions may be filled in any election. One additional office would be created if the Treasurer/Recorder position is separated into two distinct positions the Treasurer and the Recorder. Additionally an Events Director position may be elected. The decision making authority rank flows in order President, Vice President, Treasurer, Recorder, Events Director 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.
Chapter Board of Directors: The Officers will automatically be on the Board of Directors. Each Director has one (1) vote. The President of the Intermountain Chapter, and will serve as the chapter representative to the National/International Board of Directors during their elected term of office.

 

[DaveW]

Back then the name was going to be the Utah chapter, so I've already gone through and changed Utah chapter to Intermountain chapter or IC. There is also a few other things I saw that are pretty different to what we do now like 5 BOD positions and elections in October. I changed the election dates, but I don't think I got them all correct.

I also went though the quoted sections and change more 'Utah' references to 'IC'.

I hope these few cents worth of input help before I get kicked out of the BOD forum.

Good luck.

 

[Israel]

I second Dave's suggested changes. Thanks for your input!