BYLAWS OF SUBSIG, Inc.
October 2010
I. PURPOSE
This Corporation is established to encourage and to help all, especially young people and those of limited means to a greater knowledge, love and care of the countryside, to develop their self-reliance and independence, and to promote their physical health and education by spending more time in the open air through participation in skiing, snowshoeing hiking, canoeing, camping, bicycling, mountaineering and allied activities. It shall do all such things as are incidental or conducive to the attainment of the above objectives.
II. MEMBERSHIP
A.1 There shall be three classes of membership to be known as active, temporary and life.
A.2 Active membership in this Corporation shall be open to those interested in its activities who wish to support the objectives of the Corporation and who pay the required initiation fee.
A.3 Temporary membership shall be granted by a trip leader to anyone wishing to participate in a Corporation activity for which a fee is charged. Temporary membership shall apply only for the duration of a scheduled trip or activity.
A.4 Life membership may be conferred by the Board of Directors to any member who has made exceptional contributions of time and effort over an extended period. Life membership exempts the recipient from any and all annual membership and user fees.
B. Active Members shall pay such annual dues set by the Board of Directors.
C. The Board of Directors may remove a person from membership for conduct detrimental to the Corporation by a two-thirds (2/3) vote of the Board of Directors. Due notice shall be sent such a member 14 daysprior to the meeting of the Board of Directors so that evidence may be presented on the members own behalf.
III. MEETINGS OF THE CORPORATION
A. At the Annual Meeting to be held in the fourth quarter of each calendar year the order of business shall be as follows:1. Reading of the minutes of the preceding annual meeting.
2. Reports of the Officers.
3. Report of the Auditor.
4. Reports of the actions of the Board of Directors.
5. Reports of Committees.
6. Old Business.
7. New Business.
8. Nomination and election of officers and the Board of Directors for the ensuing year.
Announcements of the time and place of the meeting shall be sent at least seven (7) days previous to the scheduled meeting to the last known address of each Member.
B. Members in good standing shall each have one vote at the Annual Meeting or special meetings of the Corporation.
C. Special meetings of the Corporation may be called at any time by any two members of the Board of Directors or a petition signed by at least ten (10) members addressed to the Board of Directors. The object of the meeting must be stated in the notice announcing the meeting and no other business may be considered at that meeting.
D. The quorum for the transaction of business at the annual or any special meetings of the Corporation shall be a 2/3 majority of all current officers and directors. .
IV. OFFICERS AND DIRECTORS
A. The Officers of the Corporation shall consist of the President, Treasurer, Secretary and Auditor. The Officers and the Trips Director, Membership Director, Cabin Director, Trails Director, Webmaster and Database Manager shall constitute the Board of Directors. With the approval of a majority of members present and voting at any annual meeting the Directors may change the duties or designations of, or eliminate the positions of any of the Directors, except those of the four Officers, but in no case shall the number of members of the Board of Directors be less than seven. These Officers and members of the Board of Directors shall be elected at the annual meeting from and by the membership in good standing and shall hold office until their successors have been elected. An Officer may hold only one office at a time. The President and Treasurer shall not be eligible for more than four consecutive terms .
1. The PRESIDENT shall preside at all meetings of the Corporation or of the Board of Directors. With the advice of the Board of Directors the President shall appoint committees for carrying out the objectives of the Corporation. The President shall sign contracts in the name of the Corporation when so authorized by the Board of Directors, appoint and discharge any agents and employees subject to the approval of the Board of Directors; and shall execute the general management of the affairs of the Corporation and perform all the usual duties incident to this office.
2. The TREASURER, under the direction of the Board of Directors, shall collect, keep safe, and disburse funds belonging to the Corporation. The Treasurer shall keep safe and preserve deeds, certificates of securities and other financial papers. The Treasurer shall open the books or accounts to the Auditor or any member of the Board of Directors after 60 days of receipt of request of such inspection. In the thirty days preceding an annual meeting The Treasurer shall exhibit the books and financial records to the Auditor. The Treasurer shall present a report of the financial condition of the Corporation at the annual meeting. In the absence or incapacitation of the President, the Treasurer shall perform the duties of that office.
3. The SECRETARY shall be a resident of the Commonwealth of Massachusetts. The Secretary shall keep minutes of the meetings of the Board of Directors and meetings of the Corporation, shall receive and preserve such records, reports, etc. as the Board of Directors shall instruct. The Secretary shall notify members of the meetings of meetings of the Corporation and prepare the required documents to assure the continuity of the Corporation and perform all other duties incident to this office. In the absence or incapacitation of the President and Treasurer the Secretary shall perform the duties these offices.
4. The AUDITOR shall audit the financial records of the Corporation and report the findings in writing at the Annual Meeting and at such other times as directed by the Board of Directors.
5. The TRIPS DIRECTOR shall be responsible for the coordination and planning of scheduled Corporation outing activities and shall assure that each activity is properly organized, included in the bulletin, and that a Trip Leader is designated.
6. The MEMBERSHIP DIRECTOR shall publicize the activities of the Corporation and shall be responsible for efforts to obtain and retain members. The membership director shall also provide a new member with general information about participation in club activities and joining the club’s email group.
7. The CABIN DIRECTOR shall have charge of the huts and cabins operated by the Corporation, including their management, repair and maintenance. Any single expenditure incurred in carrying out these duties in excess of $1000 must be approved by the Board of Directors, except that expenditures for normal operation, fuel, electric or telephone service and emergency repairs may be approved solely by the Treasurer.
8. The WEBMASTER shall administer the club website.
9. The TRAILS DIRECTOR shall direct trail-making and trail-maintenance activities of trails under the care of the Corporation. The Trails Director shall be the liaison person with the White Mountain National Forest or other appropriate authority, and the New England Trails Conference.
10. The DATABASE MANAGER shall keep a register of the names and addresses of all members. In addition the manager will collect statistics on club activities.
B. Meetings of the Board of Directors may be called by the President, Treasurer, Secretary, or any two Directors. Members of the Board of Directors shall be notified of such meetings at least fourteen (14) days prior to the scheduled meeting. The order of business at meetings of the Board of Directors shall be the same as at annual meetings of the Corporation, except that the minutes read shall be those of the preceding Board meeting and that there shall be no election of officers or members of the Board unless vacancies in the roll of Officers have occurred. A resolution may be approved with the concurrence of a 2/3 majority of the Board of Directors. A Board member need not be present at the special meeting to vote. A written record of the tally of all votes cast by the board shall be kept.
C. The Board of Directors shall have and may exercise all the powers of the Corporation, except as are conferred by these Bylaws. It is hereby expressedly declared that the Board of Directors shall have the following powers:
C.1. To purchase, lease or otherwise acquire for the Corporation any and all rights, privileges, franchises or property, whether real or personal or mixed whenever in their judgment they deem it beneficial for the objectives of the Corporation and which the Corporation is authorized to acquire.
C.2. To sell, let, mortgage, consolidate, merge, dispose of, or otherwise deal with all or any part of the property or rights of the Corporation except as otherwise provided by the laws of the Commonwealth of Massachusetts, when in their opinion, the interests of the Corporation would be protected thereby, and to have power to accept as consideration other rights or property or such compensation as is satisfactory to the parties concerned.
C.3. To borrow or raise money when they deem it necessary and to secure the same by mortgage pledge, deed or trust or in any other manner on any or all property of the Corporation, within the limitations of the laws of the Commonwealth of Massachusetts.
C.4. To provide for the management of the affairs of the Corporation in such a manner as they may think fit and to delegate such power and authority from time to time to any committee, office or agent as the laws of the Commonwealth of Massachusetts will permit.
C.5. At their discretion to appoint and remove managers, assistants, committees, agents, employees, permanent or temporary and to determine their duties and fix their salaries or compensation, if any, consistent with these Bylaws.
6. To carry out all other functions specifically mentioned or implied in these Bylaws.
V. AMENDMENTS
These Bylaws may be amended by an affirmative vote of two-thirds (2/3) of the Members of the Corporation voting at a regular Annual Meeting, special meeting called for the purpose, or by mail ballot. Original and amended versions of the applicable sections shall be mailed ten (10) days prior to the meeting or the stated deadline of return of the mail ballots. The amended Bylaws shall become effective upon announcement of the vote.
VI. DISSOLUTION OF THE CORPORATION
The Corporation may be dissolved after an affirmative vote of two-thirds 2/3 of the members present at a special meeting called for this purpose, or, if the membership falls below ten (10) members for a one-year period. The dissolution shall become final after a two-thirds (2/3) vote of the Board of Directors, and after the proceeds of any sale of property of the Corporation, real, personal, or mixed shall have been used to repay any outstanding loans and any funds remaining have been distributed by the Board of Directors in accordance with the laws of the Commonwealth of Massachusetts.
An independent club in the heart of New Hampshire's White Mountains