Peoria Area Cachers Bylaws

Peoria Area Cachers Bylaws

Article I – Name and Purpose

Section 1 – Name

Section 2 – Corporation

Section 3 – Mission Statement

Section 4 – Not-for-Profit

Section 5 – Office

Article II – Membership

Section 1 – Eligibility

Section 2 – Membership

Section 3 – Dues

Section 4 – Removal

Article III – Meetings

Section 1 – Standard Board Meetings

Section 2 - Virtual Board Meetings

Section 3 – General Membership Meetings

Article IV – Board

Section 1 – Officers

Section 2 – Terms of Office

Section 3 – Selection of Board

Section 4 – Board Member Activity

Section 5 – Quorum

Section 6 – Board Voting

Section 7 – Removal

Article V – Committees

Section 1 – Committees

Section 2 - Event Committee

Section 3 - Peoria Area Cache Bash Committee

Article VI – Allocation of Funds

Article VII – Logo

Article VIII – Bylaws

Article IX – Disciplinary Action

Article X – Dissolution

Article XI – Parliamentary Authority

Article XII – Statement of Conflict of Interest

Document History

Article I – Name and Purpose

Section 1 – Name

The name of the organization is the Peoria Area Cachers, hereafter known as The PAC or PAC.

Section 2 – Corporation

The corporation shall be of type 501(c) (7) of the Internal Revenue Code.

Section 3 – Mission Statement

The PAC shall exist as a not-for-profit recreational organization, formed to promote the activity of geocaching through a central web site, hosting events, and supporting local communities.

Section 4 – Not-for-Profit

The corporation shall be a Type (c) (7) corporation pursuant to Section 201 of the Not-for-Profit Corporation Law.

Section 5 – Office

The office of the corporation is to be located in the County of Tazewell in the State of Illinois.

 

Article II – Membership

Section 1 – Eligibility

Any individual shall be eligible for membership, provided they agree to abide by the bylaws and rules of the Organization.

Section 2 – Membership

Membership in The PAC shall remain open to all interested persons who support the goals as described in the Mission Statement. Each applicant for membership shall be required to register online at The PAC website or by written application, thereby providing the Organization with name, address, phone, email address and geocaching alias, as well as other information deemed necessary for contact and identification of a candidate. Once the applicant has provided the above information, and paid necessary dues, the applicant shall be considered a member of The PAC.

July 5th 2012 amendment:

Prior to the July 5th 2012 amendment, it was unclear whether membership was per-individual or per-caching name.  With this amendment, we are clarifying that membership is per-individual, but The PAC will grant membership free of charge to the individual adult members of the geocaching teams that are PAC members at the time of this change.

Section 3 – Dues

The PAC membership shall be a one time payment of $25.00 per individual (not caching name).  Any member benefits will be provided to each paid member.  

Article III – Meetings

Section 1 – Standard Board Meetings

Standard Board Meetings will be held bi-monthly, and may be held in conjunction with the General Membership Meetings. Meeting times and location are at the discretion of the Board members, but Standard Board Meetings must be held in-person.  

The Board may, at their discretion, vote to call a special meeting of the Board. Members will be notified of meetings via e-mail or telephone discussions.

Section 2 - Virtual Board Meetings

Board business that requires an urgent decision or action may be conducted via telephone or electronic means, in a Virtual Board Meeting.  Voting may be conducted in a Virtual Board Meeting, provided that a reasonable attempt is made to notify all Board members of the vote.  

Section 3 – General Membership Meetings

(a) Meetings

General Membership Meetings will be held bi-monthly. All members and interested parties are invited to attend and participate in the meetings.  All meetings will be conducted in accordance with Robert’s Rules of Order, Newly Revised.

(b) General Membership Voting

All voting by the General Membership shall take place at General Membership Meetings.  Each member gets one vote for each resolution.  The following matters require a vote by the General Membership:

 

Additionally, the Board may, at its discretion, present any resolution for voting by the General Membership.  

Article IV – Board

Section 1 – Officers

The PAC will have an Board consisting of the following seven members: four officers, plus three ‘members at large’. The members of the Board shall perform their duties as prescribed by these bylaws.

All Members of the Board Shall:

The President Shall:

The Vice President Shall:

The Treasurer Shall:

The Compliance Officer Shall:

The Three Members At Large Shall:

Section 2 – Terms of Office

The term of office shall be a lifetime term, until an officer decides to resign or is asked to resign.

Section 3 – Selection of Board

Any vacancies in The Board shall be filled by an election by the General Membership of The PAC.  A Website Manager, a non-board role, will be selected by the Board, not elected.

(a)Eligibility

All members of The PAC who have been a member of The PAC for a minimum of one (1) year will be eligible to run for a position on the Board.

(b)Nominations

Notice of a vacancy will be given to all members one month prior to the scheduled election.  All members may submit nominations for office, including self-nominations. Nominations will be finalized two weeks prior to each election, at which time the list of candidates will be distributed to the members via email.

(c) Election

Voting will take place at a General Membership meeting.  Ballots will be prepared with the list of candidates and the provision for write-in candidates.  All members in good standing may submit one vote per open position.

Section 4 – Board Member Activity

Board members are required to attend 75% of Board meetings. Board members are expected to check their email and the online board forum (the Facebook PAC Board group) regularly for the purpose of remaining current and involved in any active PAC initiatives.  Any Board member not meeting these requirements may be asked to vacate their position.

Section 5 – Quorum

Quorum for the Board will be set at a two-thirds majority of Board members for Standard Board Meetings.  In the event of a vote held through a Virtual Board Meeting, quorum rules do not apply.  For a resolution to pass in a Virtual Board Meeting vote, it must receive the approval of the designated majority of the entire board.  Receiving the approval of the majority of the quorum is not sufficient.

Section 6 – Board Voting

All Board members shall have one (1) vote per member. Unless otherwise indicated, Board resolutions require a simple majority of quorum.  Proxy votes will not be accepted.

Section 7 – Removal

An Board member may ask to be removed, or they may be asked to leave by the existing Board. Board members may be removed by a two-thirds vote of the members of the Board. Examples of conditions under which an Board member may be removed include, but are not limited to, breach of confidentiality, failure to disclose a conflict of interest, failure to exercise the duties of an Board member, or failing to attend 75% of Board meetings.  Any vote to remove a board member must take place at a Standard Board Meeting.  

 

Article V – Committees

Section 1 – Committees

The Board may appoint standing committees to advance the work of The PAC. Such committees shall always be subject to the final authority of the Board. The Board may form temporary or special committees as needed.

(a) Selection of Committees

Any member of The PAC may volunteer for a committee. They will apply to the Board who will then select members to serve on a particular committee.

(b) Selection of Committee Chairs

The Committee members will self-elect a chair.

Section 2 - Event Committee

The Event Committee shall exist to plan and form events for The PAC. Sub-committees shall be formed for each individual event.

Section 3 - Peoria Area Cache Bash Committee

The Peoria Area Cache Bash Committee shall exist to plan The PAC’s year end event, The Peoria Area Cache Bash.

 

Article VI – Allocation of Funds

The approval of a simple majority vote by The General Membership is necessary for the allocation of funds over one hundred dollars ($100) for any purpose except where part of an approved budget.

 

Article VII – Logo

The logo is a trademark of The PAC, usage rights are given to active members for any personal and non-commercial purpose. Any other use of The PAC logo is prohibited in any manner, except as approved by The Board.

 

Article VIII – Bylaws

The Board of The PAC will be solely responsible for the bylaws of The PAC. The Board may amend or repeal the bylaws with a two-thirds vote of approval.

 

Article IX – Disciplinary Action

As determined by The Board, any member whose actions are deemed to run counter to the best interests of The PAC shall be subject to disciplinary action. Any action taken shall be with a two-thirds vote of the Board.  This vote must take place at a Standard Board Meeting.  Disciplinary actions that may be taken include removal from The Board or revocation of an individual’s membership. Should The Board feel that disciplinary action is necessary; The Board will schedule a vote and contact the member to be disciplined to ensure that the member can have an opportunity to speak in his or her defense if he or she chooses.

Article X – Dissolution

Dissolution of The PAC may occur by a two-thirds vote of the Board. In the event of dissolution, all remaining assets, if any, shall be held for independent audit. Once the value of the assets has been determined, they will be divided equally and transferred to a non-profit organization or agency chosen by each member of the Board.  

 

Article XI – Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern The PAC in all cases in which they are not inconsistent with these bylaws and any other special rules of order the Organization may adopt.

 

Article XII – Statement of Conflict of Interest

All The PAC Board and General Members shall avoid any conflict between their individual, professional, or business interests and the interests of The PAC. Upon any deemed conflict of interest by a member, notice shall be given to The Board and that member shall then refrain from discussing or voting on any related issue.

Established: November 1, 2010

The Peoria Area Cachers.

Amended July 5th, 2012.