Your contribution will help establish a network of hiking trails in the town of Victor.
Certified to be a true and correct copy of the By-Laws of Victor Hiking
Trails, Inc.,
adopted by the Membership on April 14, 1992. (11/92 Revision).
1.2
Our purpose is primarily instructional. We shall study and develop
methods of obtaining rights of way, constructing and maintaining trails. To make
the trail feasible, we will instruct users as to what their privileges are and
what responsibilities they have and what is proper in the use of trails on other
people's property. To make the trail used and useful and to interpret its
ecology, we will conduct guided hikes, slide shows, lectures, media releases
along with maps and trail guides.
1.3
The goal is a trail system with owners and users acting in harmony
without detriment to owners and with benefits of recreational exercise and
opportunities to increase knowledge and interest in the trail environment;
including the history, geology, and plant, animal and bird life in the open
space areas of the town transcended by the trail.
1.4
Exempt Activities. Notwithstanding any other provision of these
By-Laws, no officer or representative of this entity shall take any action or
carry on any activity by or on behalf of this entity not permitted to be taken
or carried on by an organization exempt under Section 501(c)(3) of the Internal
Revenue Code and its Regulations as they now exist or as they may hereafter be
amended, or by an organization, contributions to which are deductible under
Section 170(c)(2) of such Code and Regulations as they now exist or as they may
hereafter be amended.
2.2
All members, age 18 and over are eligible to vote.
2.3
Any person or family who donates a permanent or temporary trail
easement over his or its land shall be considered honorary members of the
organization, entitled to all the rights and privileges of membership for the
duration of the easement without payment of dues.
2.4
The annual meeting of members shall be held on the fourth Wednesday of
November each year, at the time and location specified by the Executive Board.
Regular meetings of the membership shall be held pursuant to a schedule of
meetings for the coming year, prepared by the Executive Board and distributed at
the annual meeting. Special meetings of the membership may be called by the
Chairperson or Vice-Chairperson, and shall be called upon written request of 10
per cent of the members, by written notice mailed to all current members.
2.5
A quorum for the conduct of business at a meeting of members shall be
10 per cent of the total membership roll. Majority vote of the members present
at the meeting shall decide all issues, except election of officers which shall
be by plurality vote of the members present, and except amendment of these
by-laws and dissolution of this organization, which shall require a two-thirds
vote of the members present.
3.2
Nominations for office shall be made by a committee appointed by the
Executive Board and announced at the October meeting. Additional nominations may
be made from the floor at the time of election provided that the consent of the
person nominated has been obtained before the nomination is made.
3.3
In addition to the elected officers, the Executive Board, newly
elected officers and the old appointed officers shall, after January 1 of each
year, appoint the following officers from among the membership:
Education/Program/History Chairperson, Trailmaster, Trail Boss, Publicity
Chairperson and Membership Chairperson.
3.4
Should an officer resign before the term of office is complete, the
Executive Board has the power to appoint an officer to fill the vacancy.
4.2
Vice-Chairperson. The Vice-Chairperson shall assist the Chairperson
and shall act in the place of the Chairperson in the latter's absence or
inability to act.
4.3
Secretary. The Secretary shall cause the minutes of meetings of the
membership and the Executive Board and all votes during such proceedings to be
recorded in books to be maintained for such purposes. The Secretary shall give
or cause to be given notice, if required, of all meetings of the membership and
of the Executive Board, shall supervise all correspondence as required by the
Chairperson and Board, and shall cause to be kept all of the documents and
records of the organization, as required by law or otherwise, in a proper and
safe manner. The Secretary shall have such other powers and duties as may from
time to time be properly prescribed by the Executive Board.
4.4
Treasurer. The Treasurer shall be responsible for supervising the
keeping of correct and complete books and records of accounts for the
organization and for the furnishing of periodic reports to the Executive Board
setting forth the organization's financial status. The Treasurer shall be
responsible for maintaining banking arrangements to receive, hold and disburse
funds of the organization. The Treasurer shall, as required, invest the funds of
the organization and establish and coordinate policies of investment. The
Treasurer shall have such other powers and duties as may from time to time be
properly prescribed by the Executive Board. The Treasurer shall keep a list of
all currently paid members and keep the Secretary updated on membership.
4.5
The Education/Program/History Chairperson shall be in charge of
instructional events such as conducted hikes, lecture meetings, participation at
mall shows, and the collection of news items and pictures to document the
history of this organization.
4.6
The Trailmaster shall have the special responsibility for establishing
trail routes and negotiating with property owners for routes.
4.7
The Trail Boss shall be in charge of all construction and maintenance
of the trail and shall propose trail construction specifications for adoption by
the Executive Board.
4.8
The Publicity Chairperson shall be responsible for public relations
and media information releases.
4.9
The Membership Chairperson shall be responsible for contacting
existing members and to increase membership.
5.2
Powers and Qualifications. The Executive Board shall have the power to
conduct, manage and control the affairs and business of the organization and
shall be charged with the responsibility of accomplishing its aims and
objectives.
5.3
Compensation. No member of the Executive Board shall receive
compensation from the organization for his or her services. However, in the sole
discretion of the Executive Board, a member thereof may receive reasonable
reimbursement for actual expenses incurred in the performance of his or her
duties.
5.2
Each committee shall serve at the pleasure of the Chairperson or the
Executive Board and the Chairperson, with the approval or recommendation of the
Executive Board, and subject to the applicable provisions of these By-Laws,
shall have the authority at any time to change the membership of any committee,
to fill vacancies in it, or to dissolve it. All committees shall report to the
Executive Board whenever requested by the Board to do so and shall keep regular
minutes of their meetings. At any meeting of a committee, a majority of all
members of the committee shall constitute a quorum for the transaction of any
business at such meeting, and a vote of the majority of the members present and
voting at the time of the vote shall be the act of the committee. The
Chairperson shall be an ex officio voting member of all committees except the
Nominating Committee.
7.2
Bills, Notes, etc. All checks, demands for money and notes or other
instruments evidencing an indebtedness or other obligation of the organization
shall be made in the name of the organization and shall be signed on behalf of
the organization by the Treasurer or any other officer as the Executive Board
may from time to time designate, provided that the signature of two such
officers shall be required for checks in excess of $50.00.
7.3
Investments. The organization shall have the right to retain all or
any part of any securities or property acquired by it in whatever manner, and to
invest and reinvest any funds held by it, according to the judgment of the
Executive Board, without being restricted to the class of investments which a
trustee is or may hereafter be permitted by law to make or any similar
restriction; provided, however, that no action shall be taken by or on behalf of
the organization if such action is a prohibited transaction or would result in
denial of any exemption from taxation under the Internal Revenue Code and its
Regulations as they now exist or as they may hereafter be amended.
7.4
An annual audit of the financial records of the organization shall be
made by an audit committee appointed by the Executive Board for that purpose.
The audit committee's findings and recommendations for the previous fiscal year
shall be reported at the regularly scheduled February meeting of the membership.
7.5
The outgoing Treasurer shall participate with the audit committee and
review the financial results for any fiscal year that ends his or her office.
