2004
Club
By-Laws
RANGELEY LAKES SNOWMOBILE CLUB
Approved November 16, 2002
ARTICLE I
NAME
PURPOSE
Section l. Name
The name will be
RANGELEY LAKES SNOWMOBILE CLUB. INC.
Section 2. Purpose
The purpose of the Rangeley Lakes
Snowmobile Club, Inc., known as RLSC, is to promote the safe and
lawful operation of snowmobiles within the designated RLSC trail
system.
The RLSC will actively build,
maintain, and unify membership by promoting snowmobiling as a
sport and providing service, education and guidance to
snowmobilers, the general membership and the
public.
To the greatest extent possible, the
RLSC shall encourage and assist cooperation and
communication with landowners other sport enthusiasts, the MSA,
law enforcement officials and any other
agencies necessary to preserve snowmobiling for future
generations.
To these ends, the corporation shall
be empowered to:
Acquire by gift or purchase, whether
in trust or otherwise, to hold, sell convey, assign, mortgage or
lease any property, real or personal, necessary or incidental to
the accomplishment of any of its
purposes; to solicit funds, subscriptions, pledges, grants and
bequests for its said purposes; to borrow
money and issue evidence of indebtedness, and to secure loans by
mortgage, pledge or other lien, all in
furtherance of its said purposes; to apply for, obtain, and
contract with any governmental agency or private
foundation for grants, direct loans or other financial aid and to
make any other contract in furtherance of its
said purposes; and to take such other and further actions as may
be necessary for the accomplishment of its
said purposes and not inconsistent with the specific limitations
of its powers hereinafter recited.
ARTICLE II
MEMBERSHIP
Section l. Membership
Membership, meaning an individual
membership consisting of one individual person or family
membership, consisting of two or more persons in one family.
A MSA Supporting Business membership
is not a voting member.
Membership may consist of any natural
person(s) being at least 15 years of age. Partnerships,
trusts, and corporations are eligible for voting membership in the
Corporation. In the case of partnership,
trust, or corporation, each such entity shall be allowed one vote
and only one person acting as a
representative or agent of such entity may be a Director and/or
officer of the Corporation.
Section
2. Term
The membership term shall run from
October l through September 30, however memberships
received after March 31st will not become effective
until after July Ist. Membership fees to will
determined
by the Board of Directors at their annual meeting.
Section
3. New Members
All interested persons and other legal
entities may become members upon acceptance of an
application for membership by the Corporation.
ARTICLE III
MEMBERSHIP MEETINGS
Section
1. Annual Membership Meeting
The annual meeting of the membership
shall be held during the month of June. All members are
eligible to take part in the annual meeting at the time and place
for such meeting selected by the Board of
Directors. Written notice stating the time and place of the annual
meeting or of any special meeting of the
membership shall be mailed to all members at least seven days
prior to such meeting.
Section
2. Voting
Each member shall be entitled to one
vote on each matter submitted to the vote of the membership.
A person holding an individual membership shall be entitled to one
vote, persons holding family
memberships are entitled to cast two votes, providing both family
members are present, if both are not
present, only one vote may be cast.
Section
3. Special Meetings
Special meetings of the membership may
be called by the President, or shall be called upon
written request of the Board or a request from a quorum of
members.
Section
4. Quorum
Any 15 members of the Corporation
shall constitute a quorum at the annual, regular, or any
special meeting of the membership.
ARTICLE IV
BOARD OF DIRECTORS
Section
l. Nominations
Nominations for election to the Board
shall be delivered and acknowledged by the President of
the Corporation.
Section
2. Election of Directors, Term
of Office
The Board of Directors shall be
elected by the members of the Corporation at their annual meeting
and shall number not less than 5 or more than 15. The Directors
shall serve for terms of three (3) years.
The President, Vice-President, Secretary, Treasurer and Project
Director will automatically be Directors.
Only members of the Corporation shall be eligible for election to
the Board of Directors.
Section
3. Duties
The Board of Directors shall have
general supervision over the property, business and affairs of
the Corporation and in general, may exercise all of the corporate
powers of the Corporation in accordance
with these By-Laws.
Section
4. Vacancies
Replacement of any vacancy occurring
in the Board of Directors shall be voted on at the next
general membership meeting. A Director elected to fill a vacancy
shall serve for the unexpired term of his
predecessor in office.
Section
5. Attendance
Directors missing two (2) consecutive
meetings will be up for review by the Board of Directors.
Section
6. Meetings
An annual meeting of the Board of
Directors shall be held immediately after the annual meeting of
the general membership. Regular and special meetings of the Board
of Directors may be called by, or at
the request of the President or by any three Directors, by giving
notice of the date, time, place and purpose
of the meeting to all Directors at least two days in advance of
such meetings. Minutes of the Board of
Directors meetings shall be presented at the next regular meeting
of the general membership.
Section
7. Quorum
A quorum at all meetings of the Board
of Directors shall consist of the simple majority of the
whole board.
Section
8. Voting
At any regular or special meetings, a
majority of the Directors present and voting shall constitute
approval of any duly offered motion.
Section
9. Contracts
No person or representative of a
partnership, trust or Corporation who provides a service to the
RLSC that results in payments totaling $5,000.00 or more shall be
eligible for a position of Officer or
Director of the Corporation.
ARTICLE V
OFFICERS
Section
I. In General
Officers of this Corporation shall be
President, Vice-President, Secretary/Clerk and Treasurer.
Section
2. Election
The Officers of the Corporation shall
be elected by the members of the Corporation at their annual
meeting for a term of one ( I ) year. Nominations of candidates
for an Officer position shall be taken prior
to or at the meeting preceding the annual meeting, when
nominations will cease and candidates will be
announced.
Section
3. President
The President shall be the principal
executive officer of the Corporation. He/she shall preside at
all meetings of the members and of the Board of Directors. He/she
may sign, with the Secretary/Clerk or
any other proper officer of the Corporation authorized by the
Board of Directors, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in
cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by
these By-Laws or by statute to some officer or agent of the
Corporation; and, in general, he/she shall
perform all duties incident to the Office of President and such
other duties may be prescribed by the Board
of Directors from time to time.
Section
4. Vice President
The Vice President shall be the
principal executive officer of the Corporation in the absence of
the
President. The Vice President shall have all of the duties and
responsibilities of the President in his/her
absence.
Section
5. Secretary/Clerk
The Secretary/Clerk shall keep the
minutes of the meetings of the members and of the Board of
Directors in one or more books provided for that purpose; see that
all notices are duly given in accordance
with the provisions of these By-Laws or as required by law; be
custodian of the Corporation and see that
the seal of the Corporation is affixed to all documents, the
execution of which on behalf of the
Corporation, under its seal, is duly authorized in accordance with
the provisions of these By-Laws; shall
serve as Secretary/Clerk of the Corporation; and in general,
perform all duties incidental to the office of
Clerk and such other duties as from time to time may be assigned
to him/her by the President or Board of
Directors. At the end of his/her term, all materials and
properties shall be turned over to the Corporation.
Section
6. Treasurer
If required by the Board of Directors,
the Treasurer shall give bond for the faithful discharge of
his/her duties in such sum and with such surety or sureties as the
Board of Directors shall determine.
He/she shall have charge and custody of, and be responsible for,
all funds and securities of the
Corporation, receive and give receipts for money due and payable
to the Corporation from any source
whatsoever, and deposit all such money in the name of the
Corporation in such banks, trust companies,
other depositories as shall be selected in accordance with these
By-Laws; to keep and maintain a checking
account in the name of the Corporation from which he/she will pay
all bills of the Corporation up to $500.
Any payments made over $500 must be approved by the Board of
Directors. In general, the Treasurer will
perform all the duties incidental to the office of Treasurer and
such others as from time to time may be
assigned to him/her by the President or Board of Directors.
The Treasurer shall be required to
submit an annual report at the end of the fiscal year. At the end
of
his/her term, all materials and properties shall be turned over to
the Corporation.
Section
7. Project Director
The Project Director shall be
responsible for the municipal grants and be the liaison between
the
State, Town, Landowners and the RLSC. It shall also be his/her
duty to chair the Trail Committee
meetings which will be appointed by him/her and the Board of
Directors. He/she will automatically be a
RLSC Director.
ARTICLE VI
NON-PROFIT CORPORATION
Non-profit Corporation
No part of the net earnings of the
Corporation shall inure to the benefit of any person, partnership
or corporation, member, director, or officer of this Corporation,
except that reasonable compensation may
be paid for services rendered to or for the Corporation in
furtherance of the Corporation's purposes and no
member, director, officer of the Corporation, or any other person,
partnership or corporation shall be
entitled to any share in the distributions of the Corporation.
Notwithstanding any other provisions of these
By-Laws, the Corporation shall not conduct or carry on any
activities not permitted to be conducted or
carried on by an organization exempt from federal income taxation
under Section 501 c (4) and/or 501 c (6)
of the Internal Revenue Code and its regulations.
ARTICLE VII
DISSOLUTION OF CORPORATION
Dissolution
This Corporation shall have perpetual
existence; in the event of dissolution of the Corporation or
the termination of its corporate existence, all of its net assets
shall be transferred, paid over and delivered
exclusively to the municipal offices of the Town of Rangeley to be
used for recreational purposes by the
citizens of said Town, provided that no such assets shall be
distributed other than to or for the benefit of
organizations qualifying at the time of such distributions under
the provision of Section 501 c (4) and/or
501 c (6) of the Internal Revenue Code and its regulations.
ARTICLE VIII
AMENDMENTS
Section
I. Submittal
A proposed amendment must be submitted
to the general membership if offered by a vote of the
Board of Directors or by a petition signed by at least 15 members
of the Corporation.
Section
2. Enactment
These By-Laws may be amended at any
regular meeting of the Corporation by a two-thirds vote of
quorum, provided that amendment has been submitted in writing to
the general membership at least thirty
days prior to the vote.
ARTICLE IX
MEETING PROCEDURES
Section
1. Meeting procedures
All official meetings of the RLSC
shall be conducted under Roberts Rules of Order.
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