Arkansas Geocachers Association Bylaws

Amended by board vote January 2015

Previous version can be found with title

ArkGeo Bylaws Retired 1/2015

Table of Contents

Article I - Name and Purpose

Section 1. Name

The name of the organization is Arkansas Geocachers Association, hereafter known as ArkGeo.

Section 2. Corporation

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

Section 3. Purpose

The purposes for which the corporation is formed are as follows:

ArkGeo shall exist as a not-for-profit recreational organization, formed to promote the family-oriented activity of geocaching through a central web site, workshops, newsletters, and information displays, while encouraging responsible stewardship of public lands through effective landowner and media relations.

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 Faulkner in the State of Arkansas.

 

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

Each applicant for membership shall be required to provide ArkGeo with their name, address, phone, email address, and geocaching alias, as well as other information deemed necessary for contact and identification of a candidate. Any applicant who has provided ArkGeo with the above information, supports the goals of ArkGeo as described in the Mission Statement, is at least 18 years of age, and is a resident of the State of Arkansas or bordering states will be considered a member of ArkGeo. Any member who is in good standing with ArkGeo will be eligible to vote.

Membership Revocation/Withdrawal.  Membership revocation shall require a majority vote by the Board. In the event of a tie, the Chair of the Board's vote will serve as tiebreaker. Any member may withdraw his/her own membership, without penalty and to be effective immediately, by giving written notification to the Board.

Section 3. Dues

ArkGeo has no official dues or monetary charges for membership. In the future, dues may be established as deemed appropriate and voted on by the Board of Directors. In such case, dues shall only apply to ArkGeo Members.

Section 4. Quorum

Quorum for the Board will be set at a majority.

Section 5. Voting

Except in the case of Board member elections (See Article III, Section 3), all members shall have one (1) vote per member. Unless otherwise indicated, items shall require a simple majority to pass. In the event of a tie, a vote by the Executive Committee will break the tie. In the event of a second tie, the Chair of the Board's vote will serve as tiebreaker.

Article III - Board of Directors

Section 1. Duties

A Board of Directors shall govern the management and administration of the affairs of ArkGeo. The Board is responsible for setting policy and governing the organization. It holds the power to conduct business and delegate that power as needed to an agent of the Board.

Section 2. Term of Office

Members of the Board shall serve a three-year term with the following exceptions.  If the outgoing President has served three years, he or she can serve a fourth year on the Board as the Immediate Past President. The Website Manager and Treasurer are exempted from the three year limitation due to the unique qualifications for these positions. Upon completion of the term, a member of the Board shall not be eligible for re-election as a Board member until one full year has elapsed, unless that member was selected to fill a board vacancy with a term of less than a year (See Section 3).

Section 3. Selection of Board Members

The Board shall consist of nine voting positions. Open or vacated Board positions at the time of the annual election shall be filled by way of election by the membership of ArkGeo. For these elections, the Board will offer a slate of candidates, to which nominees may be added by members. (See “Nominations” below).

Founding Board.  Upon ratification of these Bylaws, the current ArkGeo Steering Committee shall become members of the Board of Directors. Additional Board members shall be elected by the membership so as to fill the nine positions. Of the five former Steering Committee members, three will serve one-year terms and two will serve two-year terms. Of the four elected Board members, three will serve three-year terms and one will serve a two-year term. Lots will be drawn to determine which Founding Board members will receive which terms.

Eligibility.  Any member of ArkGeo (see Article II, Section 2), who has been a voting member of ArkGeo for a minimum of one (1) year as of the date nominations close and is a current resident of Arkansas will be eligible to run for a Board position with the following exception. Immediate family members of board members that will be, or could be, on the board following the current election are not eligible to run. Immediate family members are defined as spouse, parent, child or sibling.

Nominations.  In addition to the slate of candidates offered by the Board, members may submit nominations for Board positions. If an individual is nominated by two or more members and if willing, such individual will be considered a candidate for a Board position. Nominations will be finalized at least one month prior to each election. A list of candidates shall be emailed to members and published on the web site prior to the election.

Election.  Members (see Article II, Section 2) shall be notified at least two days prior to the beginning of the voting period. Voting will take place on the ArkGeo website and will remain open from the first day of the designated month until midnight on the final day of that month. All members will have one (1) vote for each available Board position. For example, if there are three (3) Board positions available, each member will receive three (3) votes. Duplicate votes for the same candidate by a member will discarded. Election to the Board will be determined by the candidate(s) receiving the most total votes. Elections may take place electronically to allow all ArkGeo members to participate. In the event of a tie, the Board of Directors will serve as tiebreaker.

Vacancies.  If a vacancy occurs on the Board within six months of the close of the last election the position will be filled by the non-elected candidate who received the most votes in the previous election. If this person declines to fill the position, or there is more than one vacancy, the person with next most votes will fill the position. This person will complete the term of the vacated position. If a vacancy occurs more than six months from the close of the last election, or there are no non-elected candidates from the last election, the position will remain open until the next election.

The President of the Executive Committee shall serve as Chair for the Board.

Section 4. Quorum

Quorum for the Board will be set at a majority.

Section 5. Board Member Activity

Board Members are required to attend at least 50% of business meetings. Attendance may be accomplished by telephone or other electronic means. Any Board member not meeting this requirement may be asked to leave the Board of Directors. (See Section 6).

Section 6. Removal

A Board member may resign, or they may be asked to leave by the existing Board. A Board member may be removed by a two-thirds vote of the members of the Board. Examples of conditions under which a 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 a Board member, or failure to attend at least 50% of business meetings. The Board member in question is not eligible to vote in their own dismissal, regardless of the situation in which they are being asked to leave.

Section 7. Voting

All members of the Board of Directors shall have one (1) vote per member. Unless otherwise indicated, Board resolutions require a simple majority of quorum. In the event of a tie, the Chair of the Board's vote will serve as tiebreaker. Board business that requires a vote may be conducted via telephone or electronic means for issues that require immediate action, provided that a reasonable attempt is made to notify all Board members of the vote.

Section 8. Compensation

Directors shall not be compensated for their service except for reimbursement of reasonable expenses. Any reimbursement must be pre-approved by the Executive Committee. All expenditures that will require reimbursement shall require pre-approval by the Board.

Article IV - Meetings

Section 1. Board Meetings

Board Meetings will be held a minimum of once a year. Any Board member may call a special meeting, which will be held pending the availability of the Board Members. Members will be notified of meetings via telephone discussions or electronic means. (See Article III, Section 5).  All Board meetings will be conducted in accordance with Robert's Rules of Order, Newly Revised (see Article XIII).

Section 2. Executive Committee Meetings

Executive Committee Meetings will be held a minimum of once a year, and may be held in conjunction with the Board Meetings. Meeting times, location, and frequency are at the discretion of the Executive Committee members.  The Board may, at their discretion, vote to call a special meeting of the Executive Committee.  Members will be notified of meetings via telephone discussions or electronic means. (See Article III, Section 5).

Section 3. General Membership Meetings

General Membership Meetings will be held annually. All members and interested parties are invited to attend and participate in the meetings.

Article V - Officers

Section 1. Officers

Under the umbrella of the Board of Directors, ArkGeo will have an Executive Committee (see Article VI, Section 5) consisting of an Immediate Past President, a President, an Executive Vice President, a Secretary and a Treasurer. In addition, ArkGeo will have a Website Manager. The officers shall perform their duties as prescribed by these bylaws and by the parliamentary authority adopted by ArkGeo.

The Immediate Past President Shall:

The President Shall:

The Executive Vice-President Shall:

The Treasurer Shall:

The Secretary Shall:

The Website Manager Shall:

Section 2. Terms of Office

Members of the Executive Committee shall serve a one-year term per office. With the exception of Treasurer and Website Manager, members may not be re-elected to a particular office in the course of their current term as Board member. At the discretion of the Board, the Immediate Past President will normally be succeeded by the President, and the President will normally be succeeded by the Executive Vice-President.

Section 3. Selection of Executive Committee

The Board shall nominate and elect members of the Executive Committee from the Board. A majority vote of the Board is required for election of members to the Executive Committee. The President shall serve as Chair of the Executive Committee.

Section 4. Selection of Website Manager

The Board will appoint a Website Manager. Unless already a member of the Board, the Website Manager shall become a de facto, non-voting member of the Board.

Section 5. Quorum

Quorum for the Executive Committee will be set at a majority.

Section 6. Executive Committee Member Activity

Executive Committee members are required to attend at least 50% of Executive Committee meetings. Attendance may be accomplished by telephone or other electronic means. Any Executive Committee member not meeting this requirement may be asked to vacate their position (See Section 9).

Section 7. Vacancies

Any vacancies occurring among the Officers of the Executive Committee shall be filled, until the next annual election, at the discretion and decision of the Board; except that the Vice President shall automatically fill a vacancy in the office of President.

Section 8. Voting

All Executive Committee members shall have one (1) vote per member. Unless otherwise indicated, Executive Committee resolutions require a simple majority of quorum. In the event of a tie, the President's vote will serve as tiebreaker. Executive Committee business that requires a vote may be conducted via telephone or electronic means for issues that require immediate action, provided that a reasonable attempt is made to notify all Executive Committee members of the vote.

Section 9. Removal

An Executive Committee member may ask to be removed, or they may be asked to leave by the existing Board.  Executive Committee members may be removed by a two-thirds vote of the members of the Board. Examples of conditions under which an Executive Committee 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 Executive Committee member, or failing to attend at least 50% of Executive Committee meetings.

Article VI - Committees

Section 1. Committees

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

Committee Liaisons.  There will be a Board liaison for each ArkGeo committee.  Committee liaisons will be appointed by the Board.  Each liaison will be responsible for overseeing the committee, providing committee reports to the Board, proposing committee budgets to the Board, and ensuring that the committee follows organizational procedures.

Selection of Committees. With the exception of the Executive Committee, who shall be selected by the Board (see Article V, Section 3), any member of ArkGeo may volunteer for a committee. The Committee Chair will maintain a list of committee members and will approve new committee members.

Selection of Committee Chairs. Committees will self-elect a chair.

Section 2. Fund Raising Committee

The Fundraising Committee shall exist to plan projects to help fund ArkGeo in its goals of promoting and education of geocaching.

Section 3. Election Committee

The Election Committee shall exist to assemble the full slate of candidates for election to the Board and to oversee these election and voting procedures. The Election Committee will also identify and present candidates for committees to the Executive Committee (see Section 1).

Section 4. Community Relations Committee

The Community Relations Committee shall exist to serve as a liaison between ArkGeo and third-party agencies such as media, landowners, law enforcement, etc.

 

Section 5. Events Committee

The Events Committee shall exist to plan and schedule events, including the annual General Membership Meeting.

Section 6. Executive Committee

The Executive Committee (see Article V) shall exist for the everyday maintenance of ArkGeo. The Board authorizes this committee to act on behalf of the Board in special circumstances. Actions of the Executive Committee will be approved by the full Board of Directors at the next regular Board meeting.

Section 7. Membership Relations Committee

The Membership Relations Committee shall exist to assist current or potential members with questions, concerns, or other needs related to ArkGeo and to coordinate efforts to build ArkGeo's membership.

 Article VII - Funds and Merchandise

The approval of the Board is necessary for the allocation of funds over one hundred dollars ($100) for any purpose. The Executive Committee may allocate funds up to and including one hundred dollars ($100) without seeking Board approval. All withdrawals from the ArkGeo bank account shall have prior approval in writing of both the President and Treasurer before the withdrawal is made. Approval may be via email.

The Executive Vice President will be perform a review of ArkGeo financial records for the prior twelve months ending on May 1, and current inventory of ArkGeo merchandise, in conjunction with the annual General Membership Meeting.  The financial records and inventory will be posted to the ArkGeo forums one week prior to the annual meeting, and printed copies will be made available at the meeting.

Article VIII - Logo

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

 Article IX - Bylaws

The Board of ArkGeo will be solely responsible for the bylaws of ArkGeo. The Board may adopt, amend, or repeal the bylaws with a two-thirds majority vote of approval by the Board.

 Article X - Non-Discrimination Clause

ArkGeo shall not discriminate against people on the basis of any legally protected characteristic.

 

Article XI - Disciplinary Action

As determined by the Board, any member whose actions are deemed to run counter to the best interests of ArkGeo shall be subject to disciplinary action. Any action taken shall be with a majority vote of the Board. 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 XII - Dissolution

Dissolution of ArkGeo may occur by a majority vote of the Board of Directors. In the event of dissolution, all remaining assets, if any, shall be transferred to the nearest geocaching-related organization approved by the Board.

 Article XIII - Parliamentary Authority

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

 Article XIV - Statement of Conflict of Interest

All ArkGeo Board, Executive Committee, and General members shall avoid any conflict between their individual, professional, or business interests and the interests of ArkGeo. 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.

Last Revision Date: January 9, 2015

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