Bylaws

BY-LAWS

SUNSITES GEM AND MINERAL CLUB

(Revised February 20, 2019)

PREAMBLE

The purpose of the By-Laws of the Sunsites Gem and Mineral Club shall be to provide the procedures implementing the requirements and guidelines stated and/or implied in the Articles of Incorporation. A further purpose is to delineate procedures to forestall, as far as possible, difficulties and problems arising in the future, thereby insuring the longevity of the Club.

Article I: REQUIREMENTS TO MAINTAIN 501(C)(3) STATUS

Section 1.0 The Sunsites Gem and Mineral Club, hereinafter referred to as the “Club”, is organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the Internal Revenue Service statutes.

1.1 The Club must not be organized or operated for the benefit of private interests, and none of the earnings of the club may inure to any private individual.

1.2 However, if a Club member is paid a salary or an hourly rate for performing tasks consistent with the Purpose of the Club, this shall not be construed to violate the above rule.

1.3 Club assets shall be used only to further the purposes of the Club, as described in Article II of these By-Laws.

1.4 The Club may not attempt to influence legislation as a substantial part of its activities and it may not participate in any campaign activity for or against political candidates.

ARTICLE II: Purpose of the Club

Section 1.0 The purpose of the Club shall be:

1.1 To encourage and disseminate knowledge of Gemological and Mineralogical materials, but not limited thereto.

1.2 To encourage use of lapidary equipment and promote knowledge pertaining thereto.

1.3 To encourage good moral character, sportsmanship, recreation and social events within standard legal, business, and ethical standards in all Club members and their guests.

1.4 To act on behalf of the Club members in any and all lawful business transactions within the State of Arizona, and with the appropriate powers permitted under the laws of the State of Arizona, and as they may be amended from time to time.

Section 2.0 Effecting the purpose, the Club may from time to time:

2.1 Acquire, manage, own, or possess and dispose of both real and personal property.

2.2 Incur indebtedness by executing appropriate legal documents.

2.3 Enter into contracts for the acquisition of, or the use of, recreational, entertainment, or other public or private facilities or services, such as fair exhibits, booths, grounds and equipment, but not limited thereto.

2.4 Make approved assessments to members, and accept donations, endowments or other gifts.

2.5 Engage in other matters legally permitted a 501(c)(3) non-profit organization.

ARTICLE III: MEMBERS AND MEMBERSHIPS

Section 1.0 The Club consists of four (4) types of memberships:

1) Individual Membershipis an individual who is 18 years of age or older

2) Family Membershipconsists of one or more parents and their children under the age of 18

3) Temporary Membership is someone who wishes to participate in Club field trips but does not wish to join the Club as a Full Member or a Junior Member.

4) Honorary Membershipis an individual who has been designated as an Honorary Member by recommendation of the Board and by an affirmative vote by a majority of the Full Members of the Club. Honorary Membership does not require the payment of dues or assessments.

1.1 The Club consists of the following five (5) classes of members:

1) Full Memberis a Club member who is 18 years of age or older and who is current in his/ her Club dues and assessments. Full Members are entitled to attend field trips, use the lapidary shop (under the conditions and rules established for use of that shop), vote for issues that come before the Club, and hold office for the Club. Full members also receive copies of the Club’s monthly newsletter and (if a separate document) minutes and other reports from the Board.

2) Junior Memberis under the age of 18 and who is accompanied by a parent or guardian current in his/ her Club dues and assessments. Junior Members are entitled to attend field trips and use the lapidary shop (under the conditions and rules established for use of that shop).

3) Temporary Memberis entitled to participate in field trips, if he/she agrees to the conditions in the INFORMED CONSENT/ASSUMPTION OF RISK/WAIVER OF LIABILITY form and pays the field trip fee as established by the Board.

4) Honorary Member is entitled to attend field trips, and use the lapidary shop (under the conditions and rules established for use of that shop). Honorary members also receive copies of the Club’s monthly newsletter and (if a separate document) minutes and other reports from the Board.

ARTICLE IV: REMOVAL FROM MEMBERSHIP

Section 1.0 A member may be removed from the Club only for activities grossly detrimental to the Club, and then only after a thorough investigation by the Board of Directors, a recommendation of removal by the Board of Directors, and a majority vote of the membership.

1.1 A Board member may be removed from office only for the reasons stated in the Club’s Articles of Incorporation, Article IX, Section 1.4.

1.2 All complaints of membership activities or member irregularities shall be submitted in writing, singed by the complainant, to the Board of Directors, who will investigate the complaint and make a recommendation to the membership.

ARTICLE V: DUES AND ASSESSMENTS

Section 1.0 Dues shall be paid annually in the amount recommended by the Board of Directors and approved by a majority vote of the Full Members by means of proxy or presence at the Annual Meeting.

1.1 Assessments to the members may only be made for specific purposes, and then only on a one-time basis, after the recommendation of the board of Directors and approval by a majority of the Full Members, by means of proxy or presence at the next meeting.

1.2 Dues or assessments shall be considered Current if paid by March 1 of each year.

ARTICLE VI: QUORUM

Section 1.0 A quorum shall consist of one-third of the Full Members as shown by the membership roll at that time.

1.1 A quorum of the Board of Directors shall consist of a simple majority of the board members.

1.2 Official business of the Club can only be acted upon with a quorum present

ARTICLE VII: ORGANIZATION

Section 1.0 The officers of the Club shall be the President, Vice-President, Secretary, and Treasurer. The Board of Directors shall consist of five (5) members: the four officers of the Club, plus the immediate past President. All Board members are voting members.

1.1 The Board shall act as the governing body of the Club, and shall make all decisions affecting the Club, except where noted elsewhere in these By-Laws.

1.2 The Club officers shall be elected by ballot at the Annual Meeting or by proxy and shall take office on January 1.

1.3 Elective officers and Board members shall serve for a term of one (1) year, except for the President who shall serve for one year as President and one year as Immediate Past President.

1.4 The Board of Directors shall establish rules for the use of the lapidary equipment and workshop, as well as other Club sponsored activities such as field trips, mineral shows, displays, etc. but not limited thereto.

ARTICLE VIII: MEETINGS

Section 1.0 All meetings of the Club shall be held at a designated meeting place at 7:00 PM on the second (2^ND) Monday of each month, except June, July, and August, unless changed by a majority of the Board of Directors with proper notification to the members.

1.1 Board of Directors meetings shall be held monthly at a time and place agreed upon by the Board members. Proper notification of Board meetings shall be provided to Full members of the Club

1.2 The Annual Meeting shall be held on the second (2^nd) Monday of November, unless changed by a majority of the Board of Directors with proper notification to the Full Members.

ARTICLE IX: SPECIAL MEETINGS

Section 1.0 Special membership meetings may be called at the request of the President or by a majority of the Board of Directors or by two-thirds (2/3) of the membership submitting a written request for a Special meeting to the Board of Directors

1.1 Special Board of Director meetings may be called at the request of the President or by a majority of the Board of Directors.

1.2 Due and timely notice of any special meetings must be provided. Written, verbal, or other means of communication is acceptable notice, provided it is given to the membership at least seven (7) days in advance of the meeting.

ARTICLE X: OFFICERS DUTIES

Section 1.0 The President of the Club shall be the Chief Executive Officer and as such shall:

1.1 Preside at all Board of Directors and Membership meetings

1.2 Sign all documents required by law, or authorized by the Club.

1.3 Appoint all committee chairpersons and serve as ex-officio member of all committees.

1.4 Perform all other duties as are legally and properly required of the President.

Section 2.0 The Vice President shall, in the absence of or disability of the President, perform all of the duties and exercise the powers of the President and should the office of the President be vacated, succeed to the Presidency.

Section 3.0 The Secretary shall take minutes of all Club meetings and Board of Directors meetings.

3.1 Maintain adequate files and records of Club activities, including membership lists

3.2 Sign and/or counter sign such instruments as may require such signature.

3.3 Conduct official correspondence of the Club and Board of Directors.

3.5 Perform such other duties normally required of a Secretary, or assigned by the President.

Section 4.0 The Treasurer shall perform any and all of the duties normally expected of a corporate Treasurer.

4.1 Maintain accurate detailed records of all financial transactions of the Club.

4.2 Compile a proposed budget, prepared for the Board of Directors, for the forthcoming fiscal year and present that proposed Budget at the annual meeting.

4.3 Provide financial reports for the annual meeting and/or the Board of Directors meetings.

4.4 Sign and/or counter sign all such instruments as may be required of the office of Treasurer.

4.5 Receive, deposit or disburse Club funds authorized by the annual budget as approved at the January meeting.

4.6 Disburse funds up to $500, not included in the budget, but approved by the Board of Directors. Disbursement of funds greater than $500, not included in the budget, must be approved by a majority of Full Members.

4.7 Maintain an accounting system as approved by the Board of Directors.

4.8 Issue appropriate membership cards to all members and advise the Secretary promptly on all membership changes.

4.9 Serve as Statutory Agent for the Club and serve as Club liaison to the Arizona Corporate Commission.

ARTICLE XI: ELECTIONS

Section 1.0 Prior to the annual membership meeting, a Nominating Committee consisting of a Chairperson, appointed by the President, and two (2) additional members selected by the Chairperson, shall present a slate of at least one candidate for each elected office to the Club. The slate of candidates shall be presented at theannual meeting, at which time elections shall take place.

1.1 Additional nominations of candidates may be made from the floor at the Annual Meeting, prior to voting.

1.2 Election of each candidate shall be by a majority vote of the Full members present or voting by proxy.

1.3 If the slate of candidates, as presented by the Nominating Committee, is uncontested, the President can declare the nominees as Officers of the Club

1.4 In the event of an incomplete term of office, the Board of Directors shall appoint a member to fill the un-expired term.

1.5 Should a Board member be absent for an extended period, the Board shall appoint a temporary member to serve until the return of the elected Board member.

1.6 By January 1 the following shall be made available or physically transferred to the incoming officers: (1) all documentation including but not limited to financial records; (2) membership lists; (3) contracts; (4) property inventories; (5) interactions with the Arizona Corporation Commission; (6) correspondence; (7) meeting minutes; (8) any Club keys; (9) originals of the Articles of Incorporation; (10) any and all other items pertaining to, or falling under, the jurisdiction of the incoming officers.

1.7 Authorizing signature cards shall be transferred to the incoming officers by January 1.

ARTICLE XII: OPERATING RULES

Section 1.0 Field Trips

1.1 All members will conduct themselves in accordance with the Club’s FIELD TRIP ETHICS, prepared by the Board of Directors, and approved by the membership, and in accordance with the directives of the FIELD TRIP COORDINATOR as local conditions warrant.

1.2 In order for a guest to be allowed to participate in a Field Trip, they must become a Temporary Club member for a fee established annually at the annual meeting and they must sign the Informed Consent/Assumption of Risk/Waiver of Liability form.

Section 2.0 Lapidary Shop

2.1 Use of the lapidary shop is limited to classes of members as specified in Article III.

2.2 All members using the lapidary shop will follow the rules established by the Board and will follow directions of the person in charge.

Section 3.0 Safety

3.1 Any member violating the Club’s Field Trip Ethics, or abusing and/or misusing lapidary equipment or other assets, may be subject to reprimand or removal from the membership rolls by the Board of Directors, pursuant to Article IV.

ARTICLE XIII: PARLIAMENTARY RULES

Section 1.0 All meetings shall be conducted in accordance with the latest revision of Roberts Rules of Order.

ARTICLE XIV: LIABILITIES

Section 1.0 The private, real and personal property of the Club members, directors, officers and employees of the Club shall forever be exempt from the debts and obligations of the Club.

ARTICLE XV: GUESTS

Section 1.0 Anyone wishing to attend a Club meeting may do so, providing those guests under the age of 18 are accompanied by a parent or guardian.

1.1 Guests attending field trips must become a Temporary member, as specified in Article III of these By-Laws.

ARTICLE XVI: AMENDMENTS

Section 1.0 As required, the President shall appoint a committee of not less than three (3) Full members to prepare revisions to the By-Laws for submittal to and approval by the Board of Directors.

1.1 The amendment shall then be published in the next issue of the newsletter and presented to the membership at the following regular meeting. Approval of the Amendment shall require a simple majority of the Full members whether in attendance or by proxy.

***ACCEPTANCE OF THE BY-LAW CHANGES***

These By-Laws of the Sunsites Gem and Mineral Club, including the changes therein, were approved by the Board of Directors at a meeting held on February 20, 2019 and were approved by at least a 2/3 majority of members at a membership meeting held on March 11, 2019. The above By-Laws supersede any previous versions of the By-Laws.

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