Club By Laws

Revised and Approved at the Annual Meeting, November 19, 2000

Amended and Restated Bylaws of the Columbia River Orienteering Club (CROC)

Article 1: PRINCIPAL OFFICE
Article 2: PURPOSE
Article 3: MEMBERSHIP
Article 4: MEETINGS OF MEMBERSHIP
Article 5: OFFICERS
Article 6: EXECUTIVE BOARD
Article 7: CONTRACTS, LOANS, CHECKS and DEPOSITS
Article 8: MEETS
Article 9: CLUB NEWS
Article 10: FISCAL YEAR
Article 11: INDEMNIFICATION
Article 12: LIMITATION ON AUTHORITY
Article 13: AMENDMENT OF BYLAWS
Article 14: PARLIAMENTARY AUTHORITY

Article 1: Principal Office

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The principal office of the Columbia River Orienteering Club (the ³Club²) shall be located in either northern Oregon or southwest Washington. The Club shall maintain a Registered Agent in the State of Oregon. The Club may have such other offices, either within or without the State of Oregon, as the Executive Board may designate or as the business of the Club may require from time to time.

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Article 2: Purpose

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2.1 The object and purpose of this Club shall be to operate exclusively for educational purposes promoting the sport of orienteering and fostering national amateur orienteering competition within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended and, to the extent not inconsistent therewith, to stimulate participation in orienteering through organized events, to increase enjoyment of natural resources and respect for wildlife and the environment, and to instruct in the use of maps and compasses to assist in fulfilling these purposes.

2.2 The Club will not, as a substantial part of its activities, attempt to influence legislation or participate to any extent in a political campaign for or against any candidate for public office.

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Article 3: Membership

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3.1 The membership of this organization shall be unlimited and any person shall be eligible for membership as provided herein.

3.2 Membership grades shall consist of individual and family memberships. The individual membership shall be allotted one vote. The family membership shall include the members of an immediate family or a formally organized group and shall be allotted one vote per person present, with a maximum of two votes.

3.3 The Club shall set the annual dues at its annual meeting. The Secretary-Treasurer shall notify members at least one month prior to their due dates, and those members whose dues are not paid within one month thereafter shall be automatically terminated from membership.

3.4 Dues shall be paid annually for a 12-month period of membership. A membership shall run for 12 months, beginning with the day the fees are received by the Secretary-Treasurer.

3.5 The membership of the Club is obliged to assist in the administration of Club meets. Each adult member is expected to assist with at least one event each year.

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Article 4: Meetings of Membership

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4.1 The annual meeting of the members shall be held in November for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.

4.2 Club meetings may be called by the President or by the Executive Board and shall be called upon the written request of seven members of the Club. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least three days¹ notice shall be given.

4.3 Five per cent (5%) of the Club membership shall constitute a quorum at the annual meetings. Three members of the Executive Board shall constitute a quorum at Board meetings.

4.4 Those items requiring a vote of the Club membership, such as election of officers and changes in Bylaws, may be handled by mail or electronic mail ballot. A minimum return of votes by ten percent (10%) of the members in good standing shall be required to validate the election. A postal-mailed ballot must be signed by the voter.

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Article 5: Officers

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5.1 The officers of the Club shall be a President, a Vice President-Events, a Vice President-Planning, and a Secretary-Treasurer. All officers shall be members of the Club in good standing and shall perform the duties prescribed by these Bylaws. The President and Vice Presidents shall be members in good standing of the United States Orienteering Federation.

5.2 The President shall coordinate the affairs of the Club and preside at meetings. The Vice President-Events shall be responsible for the scheduling of club meets, soliciting and overseeing Meet Directors, and shall assume the duties of the President in the President¹s absence. The Vice President-Planning shall be responsible for scheduling of regional and national meets, implementing strategy for new venues and maps, and shall assume the duties of the President in the absence of the President when the Vice President-Events in unable to do so. The Secretary-Treasurer shall maintain accurate and up-to-date records of the financial and general affairs of the Club, including meeting minutes, correspondence and membership.

5.3 No member shall hold more than one elected office. No member may hold more than two coordinator positions at one time, except that an officer shall hold no more than one coordinator position at one time.

5.4 A Nominating Committee of three members shall be appointed by the Executive Board to nominate candidates for officers, and shall submit the nominees¹ names for the annual election.

5.5 Election of officers shall occur at the annual meeting. Nominations from the floor shall be accepted, in addition to those candidates nominated by the Nominating Committee. The officers shall be elected by a simple majority ballot to serve for one year or until their successors are elected, and their term of office shall begin one month after the date of their election.

5.6 An Auditing Committee of two members shall be appointed by the President at the Club¹s annual meeting. Its duty shall be to audit the Secretary-Treasurer¹s accounts at the close of the fiscal year and to report at the first Executive Board meeting following the annual meeting. The audit summary shall be available to the general membership.

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Article 6: Executive Board

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6.1 The officers of the Club and the duly appointed coordinators shall constitute the Executive Board.

6.2 The Executive Board shall have general supervision of the affairs of the Club between its business meetings, fix the hour and place of the meetings, make recommendations to the Club, and perform such other duties as are specified in these Bylaws. The Executive Board shall be subject to the order of the Club, and none of its acts shall conflict with action taken by the Club.

6.3 The regular meetings of the Executive Board shall be held at a time and place announced at least two weeks prior to the meeting. Meetings may be attended by any Club member. Special meetings of the Executive Board may be called by the President upon the written request by postal or electronic mail of two members of the Executive Board.

6.4 The officers of the Club shall not receive salaries unless otherwise provided by vote of the membership.

6.5 Promptly after taking office, the President shall appoint the following:

6.5.1 PUBLICITY COORDINATOR, whose duties shall include general promotion, disseminating news of Club activities, and general and specific event publicity;

6.5.2 MAPPING COORDINATOR, whose duties shall be to identify and review locations suitable for Club events, and to obtain or prepare suitable maps;

6.5.3 TRAINING COORDINATOR, whose duties shall include organizing and conducting lectures and workshops teaching orienteering skills.

6.5.4 MARKETING COORDINATOR, whose duties shall include: marketing the sport of Orienteering to other organizations in the Club¹s area;identifing, contacting and recruiting sponsors for Club activities, newsletters, maps, banners, outstanding orienteers, etc.

6.5.5 YOUTH/SCOUTING COORDINATOR, whose duties shall be to act as liaison to the BSA and GSUSA Councils and other youth groups, conduct Council-wide training sessions such as Potlatch and OSI, supervise Scout-O Meets, and act as Committee Chair for an Orienteering Explorer Post.

6.6 Members of the Executive Board may form committees and/or appoint assistants to aid in the accomplishment of their duties. These committees and assistants will not be considered part of the Executive Board.

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Article 7: Contracts, Loans, Checks and Deposits

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7.1 The Executive Board may authorize any officer or officers, or agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or may be confined to specific instances.

7.2 No loans shall be contracted on behalf of the Club, and no evidence of indebtedness shall be issued in its name, unless authorized by a resolution of the Executive Board. Such authority may be general or may be confined to specific instances.

7.3 No loans shall be made by the Club to its officers or other Executive Board members.

7.4 All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Club shall be signed by such officer or officers, or agent or agents, of the Club and in such manner as is from time to time determined by resolution of the Executive Board.

7.5 All funds of the Club not otherwise employed shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositories as the Board may select.

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Article 8: Meets

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8.1 The Executive Board shall schedule Club meets and shall coordinate with the schedules of other orienteering clubs, holidays, and other pertinent events in accordance with the policies of the Club.

8.2 Each meet shall have a Meet Director appointed by the Vice President, except that the Executive Board shall appoint the Meet Director of those meets that are intended to be sanctioned as Class A by the United States Orienteering Federation.

8.3 Each Meet Director shall be responsible for the conduct of the meet in accordance with the policies of the Club.

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Article 9: Club News

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9.1 The Club shall inform members and other interested parties of coming events, results of past events, and other pertinent information.

9.2 This information shall be disseminated in a timely fashion by the Publicity Coordinator, or designee, under the guidance of the Executive Board.

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Article 10: Fiscal Year

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The fiscal year of the Club shall be the calendar year.

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Article 11: Indemnification

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Each director or officer now or hereafter serving the Club, and each person who, at the request of or on behalf of the Club, is now serving or hereafter serves as a director or officer of any other corporation, whether for profit or not for profit, and his respective heirs, executors and personal representatives, shall be indemnified by the Club against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been such director or officer, except in
relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duties; but such indemnification shall not be deemed exclusive of any other right to which such person may be entitled under any bylaw, agreement, vote of the Executive Board, vote of the members, or otherwise.

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Article 12: Limitation on Authority

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No officer, director or member of this Club shall use it as a means of furthering any personal, political, or other aspirations, nor shall the Club as a whole take part in any movement not in keeping with its real and established aims and purposes as set forth in these Bylaws and the Articles of Incorporation.

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Article 13: Amendment of Bylaws

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These Bylaws may be amended by a two-thirds majority of those members voting, providing that the amendment has been mailed to the membership at large and that at least ten percent (10%) of the eligible members cast votes.

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Article 14: Parliamentary Authority

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The rules in the current edition of Robert's Rules of Order shall govern meetings in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order that the Club may adopt.

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