SOUTHERN COLORADO TRAIL BUILDERS CLUB BYLAWS
ARTICLE I – MEMBERSHIP
Any adult over the age of 18 who pays annual dues shall be considered a member of the Club. Membership is open to all without regard to race, ethnicity, citizenship, sex, gender identity, age, marital status, religion or creed, sexual orientation, disability, or any other characteristic protected by law.
Only current paid members can vote in meetings and elections and be eligible for Board of Directors positions.
A change in membership dues can be made at any meeting at which a majority of Board of Directors members are present. Notification of proposed changes in membership dues or procedures shall be posted on the SCTB website at least 30 days before the voting meeting.
Members may be temporarily suspended or have their membership permanently revoked for conduct detrimental to the interests and purposes of the club. The expulsion or suspension shall be by secret ballot of a two-thirds majority vote of the Board of Directors. A statement of the Board of Director’s decision shall be prepared and personally delivered to the member.
ARTICLE II – BOARD OF DIRECTORS
The Board of Directors shall consist of: President, Vice President, Secretary, Treasurer, and Membership Director. No member may simultaneously hold more than one position on the Board of Directors.
The President, as chairman of the Board, shall be responsible for the club’s general management and shall oversee the affairs of the club. The President shall preside at all meetings, represent the club in any official capacity, and shall perform such other duties as this office may require.
The Vice President shall preside or represent the club in the absence of the President. In the event the President is absent or unable to perform his or her duties, the Vice President shall assume the duties of such office.
The Vice President shall also be responsible for oversight, organization, and prioritization of all trail work done under the auspices of the organization.
The Secretary shall record and maintain the minutes of the meetings of the club and the Board of Directors. The Secretary shall post the notes online within one week of any meeting.
The Treasurer shall receive all moneys, pay all bills upon receiving proper approval, and maintain proper financial records, according to accepted accounting practices.
The Membership Director shall be responsible for: the promotion of the SCTB Club; the development, distribution, and processing of club membership; and for the maintenance of all membership records.
ARTICLE III – MEETINGS
Meetings of the Board of Directors shall be held regularly. A quorum for meetings of the Board shall consist of no less than a majority of the Board members.
Special meetings may be called by the President at any time. He/she shall also call special meetings upon the written application of five or more Club members. The call shall state the nature of the business to be transacted, and no other business shall be attended to at such meetings. The membership shall be notified of any special meeting at least seven days in advance.
In the absence of the President and Vice President, the Board members present at a meeting shall elect a President Pro Tem. The President Pro Tem shall perform such duties as the office may require.
ARTICLE IV - COMMITTEES
The Board of Directors may establish committees as it deems desirable and discontinue these committees at its pleasure. Such committees shall have only such powers and perform such duties or functions, not inconsistent with law, as may be delegated to them by the Board.
ARTICLE V – INDEMNIFICATION
The Club shall indemnify any office, director, or employee of the Club against any cost or expense (including amounts paid in settlement) reasonably incurred by him/her in connection with the settlement or defense of any actions, suit or proceeding to which he/she is made a party by reason of his/her being or having been an officer, director, or employee of the Club (whether or not he/she is an officer, director, or employee at the time of incurring such costs and expenses); provided, however, that no person shall be entitled to such indemnification if the action, suit or proceedings determine that he/she has been guilty of gross neglect or willful misconduct in the performance of his/her duties, or in the event a final adjudication is not made in such action, suit or proceeding, if the Board of Directors of the Club specifically consider the matter and reasonably determine that such person is guilty of gross neglect or willful misconduct in the performance of his/her duties. The foregoing rights of indemnification shall not be exclusive of any other right to which any officer, director, or employee may be entitled as a matter of law.
ARTICLE VI – DISSOLUTION
In the event of dissolution of the Club, all borrowed funds, equipment, supplies, and tools shall be returned to the lender. All debts shall be paid. In the event of dissolution, the assets after payments of debt shall be distributed for one or more organizations which itself has a tax-exempt status under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to a state or local government for a public purpose similar to the mission of the Club.
ARTICLE VII – AMENDMENTS
Amendments to the Bylaws may be proposed by a member of the Club at any regular meeting.
The Board of Directors will then vote on whether the amendment shall move forward for consideration by the members of the Club. A majority vote of the Board of Directors is sufficient.
Proposed amendments will be shared with all members of the Club a minimum of one week before the next meeting.
Amendments to the Bylaws will be ratified at a regular meeting by a two-thirds majority of those members present.