Swamp Bylaws June 2005 ARTICLE I: Name The name of this club shall be the Peace Canyon Toyota Swamp Donkeys. ARTICLE II: Purpose The purposes of this club as organized are: 1. To serve as an alternate activity to alcohol consumption 2. To befriend Toyota 4x4 enthusiasts, both local and far away 3. To explore, promote and preserve the less traveled areas of northeastern British Columbia 4. To have a group of individuals to call upon for help in the rare occasions when an emergency wheeling trip is required to rescue a Toyota 4x4 mired in the skeg 5. To be readily available, when called upon, to help in emergencies where our 4 wheel drive vehicles and personnel are needed. 6. To support the Toyota Land Cruiser Association, Inc. 7. To maintain our sanity from workplace stress This club shall operate without profit, shall be nonpartisan and nonsectarian. ARTICLE III: Membership Section 1: Voting Members Persons seeking membership in the Peace Canyon Toyota Swamp Donkeys as regular voting members must meet the following requirements: 1. Must be approved by the Swamp Donkey Board of Directors 2. Must have demonstrated a deep appreciation for the superiority of Toyota vehicles 3. Must own a Toyota 4x4 vehicle, be in the process of acquiring a Toyota 4x4 vehicle, or have spent an excessive amount of time inside a Toyota 4x4 vehicle (as in is regularly a designated winch wench or wanker). 4. Must show proof of adequate 'in-force' vehicle insurance. 5. Participate in club functions as follows: o Drive your 4WD vehicle in three club related activities o Attend a club meeting o Partake in our online activities 6. Must agree to join the Toyota Land Cruiser Association, Inc. 7. Submit $5.00 application fee (annually) with completion of application form. The above requirements must be met within a one-year period. The prospective regular member will become eligible for a membership vote upon completion of the requirements and upon recommendation by the Board of Directors not later than the BOD meeting prior to the next general meeting. The prospective member will be temporarily excused from the meeting at which he/she is nominated for membership by the Board of Directors. New members are voted in by a 2/3 vote of the members present at the general meeting. Section 2: Associate Members By nomination of the Board of Directors and by majority vote of the membership, any suitable person or business may be elected to Associate Membership in the club, shall pay the same dues as regular members, shall not be entitled to vote, and shall not be entitled to hold any office of the club. Section 3: Members from Afar Will be nominated by the Board of Directors, and by Majority vote of the club voting membership any suitable person or business may be elected to Members from Afar Membership in the club. These individuals will reside a minimum of 500km from Moberly Lake, British Columbia. They will pay no dues, shall not vote, and shall not be entitled to hold any office in the club. Section 4: Charter Members Those members listed herein are Charter Members of the Peace Canyon Toyota Swamp Donkeys and have been continuously since this club's inception. Their membership is permanent and cannot be revoked and they shall be entitled to vote and hold office in the club so long as their membership dues are paid and are otherwise in good standing. · Deny Chramosta · Charla Downey · Ray Fellers · Hayley Chester · Deb Pitts · Bruce Loewen Section 5: Dues The yearly dues of each vehicle member and associate member of the club shall be set by the club, and payable at the January regular meeting or such date as designated by the Board of Directors. Spouses are not considered members unless he/she goes through the membership procedure as outlined above. Dues must be paid within 30 days of the due date. Members not paying dues by the end of 60 days will be dropped from the mailing list. Members not paying dues by the end of 90 days will be drop from the roster and can only be reinstated by making a written or personal request to the BOD and paying a $5.00 late fee along with regular dues. Both Peace Canyon Toyota Swamp Donkeys and Toyota Land Cruiser Association dues are due at the meeting after the meeting at which they are voted into the club. Payment is required within 30 days after the second meeting’s date. Section 6: Sale of Vehicle Upon sale of a vehicle, the member must remove all club decals and emblems, TLCA decals and other Association decals and emblems from their vehicle. Any member leaving this club under unfavorable conditions shall return all evidence of club membership. Section 7: Member Non-Participation A member may be dropped from the rolls of this club due to non-participation by a unanimous vote of the entire Board of Directors. Reinstatement can be made by a two-thirds vote of the General Membership or by completing membership requirements as any other member. Non-participation shall be defined as not attending at least one (1) club function or participating on the club’s online activities over a one-year period. ARTICLE IV: Meetings Section 1: Monthly Meetings Monthly meetings of the club shall be held at such time and place as selected by the Board of Directors. Changes to the time and place of the monthly meeting shall not be made unless notice is given to the general members not less than one month before such action is taken. Section 2: Annual Meeting The ANNUAL Meeting shall be the first/January meeting of each year. Notice of every ANNUAL Meeting of the club shall be mailed by the Skegretary to every member of the club at least two weeks before the date of such meeting. The club newsletter may serve as notification. At the ANNUAL Meeting, the order of Business shall be: 1. Minutes of the previous meeting. 2. Reports of Officers and Board of Directors. 3. Accomplishments of the past year and progress reports. 4. Announcements of results of the Annual election. 5. Vote on proposed bylaws changes. Section 3: Special Meetings A special meeting of the club may be called by the Board of Directors or whenever one-third of the voting members of the club shall make a written request to the President for the same, specifying the object of the meeting, provided that not less than five days written notice of such special meeting shall be given to the members. Section 4: Conduct of Meetings All meetings shall be conducted according to parliamentary laws, and open discussion from the floor on all measures shall be permitted and encouraged. Section 5: Board Meetings The Board of directors shall meet at the direction of the club as necessary or when three or more Directors shall call for such meeting. ARTICLE V: Voting and Quorums Section 1: Definition of Voting Member Voting members are defined as having met the requirements of Article III Section 1 and are identified on a membership application as applicant. Section 2: Who May Vote Only voting members may cast votes for election of officers, changes to bylaws, and formal motions made at general meetings. Section 3: Quorum at General Meetings For the purpose of voting at general meetings all voting members present shall constitute a quorum. Section 4: Quorum at BOD Meetings At a meeting of the Board of Directors, a majority of the total members of the Board shall constitute a quorum and a majority vote of the Directors present at any meeting shall prevail. ARTICLE VI: Management The management of the club shall be vested in the Prime Mooster, Deputy Prime Mooster, Skegretary, Mooster of Finance and Delegate. ARTICLE VII: Officers and Elections The Prime Mooster, Deputy Prime Mooster, Skegretary, Mooster of Finance and Delegate shall be elected by vote of the club members at the annual general meeting (AKA Christmas Party) for a period of one year. Terms are to be limited to twenty (20) consecutive years in each office. Club officers are elected by voting in person at the annual general meeting or via email. (to be received no later than December 31 of each year). Conditions and methods for an email vote will be established by the Board of Directors. In the event of a vacancy in any office except the Prime Mooster, the Board of Directors shall appoint a member in good standing to fill the unexpired term until the next general election. ARTICLE VIII: Duties of Officers Section 1: Board of Directors The Board of Directors shall have the power to manage all affairs of the club on any and all questions relating in any manner whatsoever to the club, and to make all contracts necessary for the proper transaction of all business. They shall have entire jurisdiction over all matters pertaining to the care, conduct, control, supervision, and management of the club and its finances and all appropriations shall be made by them, provided, however, that the regular membership shall have final control and direction over the affairs of the club and may by motion, veto the decisions and actions of the Board. Veto of any BOD action shall be by simple majority vote of all eligible voting members. A veto action can be initiated at any general meeting by motion, carried by majority vote of voting members present at such meeting. A notice of pending veto action shall be made to all members within five days of a veto motion. The veto vote will be carried out at the next general meeting and can by same motion be supplemented by a mail vote. It shall be the duty of the said Board of Directors to prescribe and publish rules regulating the use and occupancy of the rooms of the club, and the care and protection of its property. Any officer or member of the Board of Directors who shall absent him/herself from three consecutive meetings of such Board, unless he/she shall offer at the next meeting an excuse for his/her absence which is satisfactory to the Board of Directors, shall be deemed to have resigned as a member of said Board, and cease to be a member of the Board of Directors. The Board of Directors shall have the following specific powers: 1. To appoint Delegates to the different Associations of which this club may be a member of for the purpose of conferring with any Association or club with respect to any matter in which this club may be concerned. 2. To make rules for the conduct of the members of the club and for their use of the club property. 3. To suspend or expel a member for any conduct in violation of rules or behavior improper or pre-judicial to the interests of the club. 4. To fix and enforce penalties for the violation of club rules. 5. To prescribe rules for the admission of strangers or guests to the privileges of the club. 6. To call special meetings of the club to consider special subjects. 7. To prescribe additional duties for any officers, in addition to those herein set forth. Section 2: Prime Mooster The Prime Mooster shall preside at all meetings of the club and Board of Directors, enforce all laws and regulations of the club. He/she shall perform such other duties as shall be imposed upon him/her by resolution of the Board of Directors. The Prime Mooster shall, with the Skegretary, sign all written contracts and written obligations of the club. The Prime Mooster shall have the power to appoint committees whenever it becomes necessary. Section 3: Deputy Prime Mooster In the absence of the Prime Mooster, his/her duties shall be performed by the Deputy Prime Mooster. In the event of the death or disability of the Prime Mooster, the Deputy Prime Mooster shall assume the duties of the Prime Mooster for the remainder of his/her term and the Board of Directors shall appoint a member of the club to fill the Office of the Deputy Prime Mooster until the next general election. Section 4: Skegretary The Skegretary shall keep minutes and other official reports of the club. The Skegretary shall keep records, books, documents and papers relating to the club in such place as shall be designated by the Board of Directors. The Skegretary shall perform such other duties as may be assigned by the Board of Directors. Section 5: Mooster of Finance The Mooster of Finance shall keep account of all monies received by him/her and deposit same in the name of the club in such bank as designated by the Board of Directors. He/She shall not pay out any money of the club except in such manner and for such purpose as shall be authorized by motion or resolution of the Board of Directors. The Mooster of Finance shall not be responsible for money or funds the club paid out or disbursed upon checks or vouchers therefore which have been properly signed by the Mooster of Finance, Prime Mooster, or Deputy Prime Mooster. At each monthly meeting of the membership he/she shall make a statement of the financial condition of the club, and the membership shall, by motion, approve said report, and at the ANNUAL Meeting of the club, he/she shall submit a detailed report of the financial condition of the club, by accountants or a finance committee designated by the Board of directors. Section 6: Delegates The TLCA Delegate shall attend the regular meetings of these Associations and shall report to the membership of matters discussed or voted on at said meetings. If the Delegate cannot attend a meeting and is unable to find an alternate he/she shall notify the Prime Mooster who may appoint a temporary delegate. The Delegate shall have authority to vote on behalf of the club and in the best interests of the club at TLCA meetings. ARTICLE IX: Member Suspension Any member who shall fail to pay the ANNUAL dues within thirty days after the same shall become due and payable, or who shall fail to pay any indebtedness to the club within thirty days after a bill for same has been rendered, shall have their membership privileges revoked and shall be suspended by his/her ankles from a pine tree above a moose lick at night. Any member who shall conduct themselves in an irresponsible, embarrassing manner that, in the opinion of the Board of Directors, is not in the best interests of the club or when such actions brings discredit upon the club, shall be subject to suspension at the discretion of the Board of Directors. He/she may have their membership privileges revoked and shall by suspended by his/her ankles from a tamarack in the muskeg in July sans mosquito repellent. ARTICLE X: Amendments Amendments to these by-laws may be made at the ANNUAL Meeting or at a meeting called for the purpose by a two-thirds vote of all members present, provided written notice of the proposed amendments shall be submitted to the Board of Directors and provided further, that notice of the proposed amendments shall be given to all members by the Skegretary. An announcement published in the club newsletter shall be considered sufficient notice of proposed amendments. The Board of Directors may delegate the responsibility of receiving bylaws proposals to a Bylaws Chairperson appointed by the Prime Mooster. The Bylaws Chairperson shall receive and screen bylaws proposals for proper wording, spelling, punctuation, etc. but shall make no judgment as to the context or validity of a proposal. The Bylaws Chairperson shall compile all proposals and submit same to the voting members no later than two (2) weeks prior to the Annual Meeting. Voting on bylaws changes may be done by mail with conditions and methods of carrying out a mail vote established by the Board of Directors.