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Bylaws

BY-LAWS

SUNSITES GEM AND MINERAL CLUB

Revised November 12, 2007

 

PREAMBLE

The purpose of the By-Laws of the Sunsite Gem & Mineral Club shall be to provide the procedures implementing the requirements and guidelines stated and/or implied in the Articles of Incorporation and the Constitution of the Club.  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:  NAME AND OFFICE

 Section 1.0   The name of this Corporation shall be the Sunsites Gem and Mineral Club, Inc., hereinafter called the "Club".

                1.1     The principle office for the purpose of transacting business shall be: Post Office Box 87, Pearce, Arizona 85625.

 

ARTICLE II: PURPOSE OF THE CLUB

 Section 1.0   The purpose of the Club shall be:

    1.1     To collect, study, exchange and process geological and archeological objects including but not limited to rocks, gems, minerals, fossils, and artifacts and to promote understanding of these areas among the Club members and the general public.

1.2     To provide a framework for fellowship among Club members in meetings, classes, field trips, and other organized activities.

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.

 

            Section 2.0   Affecting 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 non-profit organization.

 

ARTICLE III: MEMBERS AND MEMBERSHIPS

 Section 1.0   There may be five or more classes of memberships, primarily Full membership, Family membership, Corresponding membership, Temporary membership and Honorary membership.

            1.2    Full membership is limited to those persons who have reached the age of eighteen and is attained by the timely payment of dues or other assessments.

         1.3    Full members shall be entitled to all the privileges of the Club, including     voting rights, holding of office and other considerations normally furnished a member of the Club.

        1.4  Family membership shall consist of PARENTS and their CHILDREN between the ages of 12 and 18 years of age.

        1.4.1     Parents shall be Full members.

        1.4.2     The children shall be Junior members.

        1.5      Junior members shall not have the right to vote, hold office or be a member of the Board of Directors.

        1.6      Corresponding members, reside outside of Cochise County, and shall receive the newsletter via electronic transmission but shall not be entitled to the privileges of the other classes of membership

        1.7      Temporary members may participate in Club events as a guest of a Full member without paying the full amount of annual dues or any assessments.  They must agree to the conditions in the INFORMED CONSENT/ASSUMPTION OF RISK/WAIVER OF LIABILITY form.

Section 2.0   Honorary membership may be granted by recommendation of the Board of Directors and a majority vote of the membership.

 2.1          Honorary members shall enjoy all of the rights and privileges of a Full member but shall not pay dues or assessments.

 

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 Section 1.0 above and in accordance with Section 1.0 above or by petition requesting removal, signed by two-thirds of the membership.

 1.2     Removal from the Board of Directors may also include removal from Club membership, but shall be controlled by the circumstances involved.

1.3   All complaints of membership activities or member irregularities shall be submitted in writing, signed 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 membership attending the annual January meeting, for each class of membership.

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 two-thirds of the membership, by means of mail response or presence at the next meeting.

 

ARTICLE VI: QUORUM

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

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

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

 

ARTICLE VII:ORGANIZATION

Section 1.0   The elective officers shall be the President, Vice-President, Secretary, Treasurer and one (1) Delegate-at-large.  The Board of Directors shall consist of six members:  the four officers of the Club, the Delegate-at-large and the immediate past President, a non-voting member.

1.1      The first four elective officers, specified above in Section 1.0, shall function with their same offices on the Board of Directors. 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, specified in section 1.0 and the fifth Board member shall  be elected by ballot at the regular November meeting and take office on January 1.

1.3     Elective officers and Board members, shall serve for a term of one (1) year and for not more than two (2) consecutive terms as President.

1.4     A minimum of one (1) year of Club membership is required before becoming a candidate for any elective office. 

1.5    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: STATUTORY AGENT

         Section 1.0   The Board of Directors shall appoint a Statutory Agent to act as the Club liaison to the Arizona Corporation Commission.

                    1.1     The Statutory Agent shall serve until the appointment of a successor.

                    1.2    The Statutory Agent shall keep the Board of Directors apprised of all interactions with the Arizona Corporation Commission.

 

ARTICLE IX: MEETINGS

 

Section 1.0   All meetings of the Club shall be held at a designated meeting place at 7:00 pm on the second (2nd) 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      Regular Board of Directors meetings must be held prior to the general meeting unless canceled by the President.

 

ARTICLE X: SPECIAL MEETINGS

 

Section 1.0   Special  meetings may be called at the request of the President or by a majority of the Board of Directors.

 

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

 

1.2      Special meetings may be called by two-thirds (2/3) of the membership submitting a written request for a Special meeting to the Board of Directors.

 

                1.3   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.

 

               1.4    In order to conduct business and make decisions, a quorum must be present.

 

ARTICLE XI: 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

 

              3.4     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      Receive and maintain accurate detailed records of all financial transactions of the Club.

 

4.2      Compile a proposed budget, prepared by the Board of Directors, for the forthcoming fiscal year and present that proposed Budget at the January Annual Meeting.

 

              4.3     Provide financial reports for each regular meeting and/or the Board of Directors meeting.

 

              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, not included in the budget, but approved by the general   membership as necessary.

 

               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.

 

ARTICLE XII: ELECTIONS

 

            Section 1.0   By October 15 of each year, 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 included in the November Newsletter and presented at the November regular meeting.  Elections shall take place at the November regular Club meeting.

 

1.1     Additional nominations of candidates may be made from the floor at the November meeting prior to the election of officers.

 

1.2        Election of each candidate shall be by a majority vote of the members present.

 

1.3        If the slate of candidates, as presented by the Nominating Committee, is uncontested, it can be moved, seconded and passed for a unanimous vote placed on record.

 

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.  The appointee finishing a term of greater than six (6) months, shall be considered to have served a full 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, Constitution and By-Laws;  (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 XIII: 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 CO-ORDINATOR 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 January annual meeting and they must sign the Informed Consent/Assumption of Risk/Waiver of Liability form.  

 

Section 2.0   Lapidary Shop

 

2.1 All members will use the lapidary equipment in a safe and  workmanlike manner and as directed by 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.

 

              3.2     In the interest of safety, no member may use the lapidary equipment alone. There must be at least one (1) other member present.

 

ARTICLE XIV: USE OF ASSETS

 

  Section 1.0  Being a non-profit corporation, none of the Club assets shall be used for monetary gain or profit by any member, or group of members, within the membership.


 

1.1     A member who may become a paid employee performing such tasks as to require payment of salary or hourly rate shall not be construed to violate the above article.

 

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

 

ARTICLE XV: PARLIAMENTARY RULES

 

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

 

ARTICLE XVI: LIABILITIES

 

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

 

ARTICLE XVII: 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    The above guests are limited to two (2) meetings, after which they

             will be expected to become members.

 

           1.2   Guests attending field trips must be sponsored by a Club member and become a Temporary member, as specified in Article III of these By-Laws.

 

            1.3  The use of equipment in the Lapidary Shop shall be limited to Club members.

 

ARTICLE XVIll: AMENDMENTS

 

Section 1.0  As required, the President shall appoint a committee of not less than three (3) 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 2/3 majority of the members in good standing whether in attendance or by mail.

 

* * * 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 November 1, 2007.

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Acceptance of the By-law Changes: These By-Laws of the Sunsites Gem and Mineral Club, including the changes therein, were accepted by the Club membership at a meeting held on November 12, 2007.

 

 

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