| 1.1 |
The name of the organization shall be "The Greater Phoenix Orienteering Club" (hereafter referred to as the Club). The principal address of the Club shall be located in Maricopa County, Arizona, as determined by the Board of Directors. |
| 2.1 | The object and purpose of the Club shall be to operate for educational purposes and to promote Orienteering. . . both traditional orienteering events and cross country and navigation skills. |
| 2.2 | To educate members of the Club and the general public about the sport of Orienteering. |
| 2.3 | To promote orienteering to youth groups; Boy Scouts and Girl Scouts, Jr. ROTC, etc. |
| 2.4 | To instruct in map reading, compass use, and land navigation. |
| 2.5 | To increase enjoyment of natural resources and respect for wildlife and the environment among members of the Club and the general public. |
| 2.6 | To stimulate participation in orienteering through organized activities and events. |
| 2.7 | To provide speakers on map and compass skills to interested clubs and organizations. |
| 3.1 | Any person, regardless of sex, race, national origin, or creed, who expresses a sincere interest in the purpose of the organization shall be accepted as a member upon payment of annual dues as fixed by the Board of Directors. |
| 3.2 | No person shall be denied membership of participation in Club events unless the Board of Directors finds by unanimous vote that said person has performed an action that may be severely detrimental to the purposes, organization, or reputation of the Club. |
| 3.3 | Membership shall require the payment of dues as set by the Board of Directors. |
| 4.1 | An annual meeting of the general membership shall be held each calendar year on a date to be determined by the Board of Directors. The purpose of the meeting will be to elect officers, receive reports from the Board of Directors and other individuals, approve and amend bylaws, make proposals for club policy, and to consider any other business that may arise. |
| 4.2 | The President shall be responsible for setting the time and location of the meeting of the general membership. The time and location shall be published in the Club newsletter, with a mailing date of at least 14 days prior to the meeting. The President shall also be responsible for preparing an agenda for the meeting. Any Club member may submit an idea for the agenda to the President. |
| 4.3 |
The order of business will be based on the following: Call to order Establish quorum Approval of the minutes Correspondence Treasurer's Report Executive Board and Officers' Reports Standing Committee Reports Special Committee Reports Unfinished Business New Business Election of Officers Program (Guest Speaker or Special Presentation) Announcements Adjournment |
| 4.4 | Additional meetings of the general membership may be called by the Board of Directors, or by the written request of five members of the Club. Written requests shall be submitted to the President. The President shall schedule such meetings within ninety days of receipt of the written request. |
| 4.5 | Each single membership present shall be allocated one vote. Each family, joint, or group membership present shall be allocated two votes. Members under the age of 16 are not eligible to vote. |
| 4.6 | A quorum is established when 10% of the club's voting membership is present. All actions taken at a meeting of the general membership must be approved by a simple majority vote, except as otherwise noted herein. |
| 4.7 | The Secretary shall record the minutes of each meeting and record any actions approved. The minutes shall be published in the Club newsletter. |
| 4.8 | Robert's Rules of Order shall be used to conduct business at general membership meetings and Board of Directors meetings. |
| 5.1 | Officers shall include President, Vice President, Secretary, Treasurer and such officers as the Board of Directors shall deem appropriate. |
| 5.2 | The Board of Directors shall consist of a minimum of five and a maximum of 13 members, including the following positions: President, Vice President, Secretary, Treasurer, and a Past President. |
| 5.3 | The President may recommend additional Board positions subject to approval by a two-thirds majority of the current Board. Appointments to said positions are subject to a simple majority of the current Board. The term of such positions and appointments last through the last day of the month in which the annual meeting is held. |
| 5.4 | Officers and Board Member duties shall be defined by the Board and be available on the Club website. |
| 6.1 | Regular meetings of the Board of Directors shall be held on an as-needed basis. The President shall be responsible for setting the time and location of said meeting. Special meetings may be held as deemed appropriate by the President or any two members of the Board of Directors. Each member of the Board shall be informed of the special meetings by mail, in person, by email, or by telephone. The President shall also be responsible for preparing the agenda for the meetings. Any Club member may submit an idea for the agenda to the President. |
| 6.2 | All meetings of the Board are open to all Club members as an observer, unless closed by a majority vote of the Board. Outside guests may be invited to attend the meeting at the direction of the President or Board members calling the meeting. |
| 6.3 | One half of the members of the Board shall constitute a quorum. All actions taken by the Board must be approved by a simple majority vote of the Board members present and voting. |
| 6.4 | At the direction of the President of the Club, the Board may take action on an individual item of business, without convening a physical meeting of the Board; by contacting at least one half of the Board members and obtaining their verbal or written concurrence on the action to be taken. |
| 6.5 | The Board of Directors shall have general supervision of the Club, and perform such duties as are specified in the bylaws. These duties include the following: to receive reports from the members of the Board; to set Club policy; to monitor expenditures from Club funds; to set Club dues and fees; to provide oversight and guidance on other matters that relate to the operation of the Club. A copy of the monthly bank(s) statement shall be an official part of the minutes. |
| 6.6 | The Board shall respond to any recommendation or proposal approved at a meeting of the general membership. Response may consist of approval and implementation of the proposal, with or without modification, or denial of the proposal. The Board response to any proposals approved by the general membership shall be published in the Club newsletter. |
| 6.7 | Officers, members of the Board, and other Club members shall not receive salaries or payments for services. |
| 7.1 | The fiscal year of the Club shall be the calendar year. |
| 8.1 | The President, Vice President, Secretary, and Treasurer shall be elected by the Club's general membership at the Annual meeting. A simple majority vote of those present and eligible to vote is required for the election of each position. If no candidate for a position receives a majority, the general membership shall vote again, selecting between the two candidates that received the most votes. |
| 8.2 | For any contested position, votes shall be cast by secret ballot. The Secretary shall count ballots and announce the results. |
| 8.3 | The Board of Directors, by majority vote, shall recommend one or multiple candidates for each position to the general membership. Any Club member in good standing may also be nominated from the floor, or a nomination in advance of the annual meeting may be submitted to the Secretary. |
| 8.4 | The term of officers and directors shall begin on the first day of the month following the annual meeting and last through the last day of the month of the annual meeting the following year. |
| 8.5 | If an elected office becomes vacant, the President shall recommend a replacement, subject to simple majority approval by the current Board. |
| 8.6 | If the Presidency becomes vacant, the Vice President will assume the duties of the President until a replacement is approved by a simple majority of the Board. |
| 9.1 | Only the Board may authorize any Club member to enter into any contract or execute and deliver any instrument on the name of and on behalf of the Club. Such authority may be general or confined to specific instances. |
| 9.2 | No loans of money shall be made by the Club to any individual or entity. |
| 9.3 | There shall be three signers on the Checking or savings account of the Club. |
| 9.4 | Two signatures shall be required on all checks, withdrawal of funds, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Club. |
| 9.5 | Prior approval by budget or by the Board of Directors shall be required for any expenditure. |
| 9.6 | All funds of the Club not otherwise employed shall be deposited in F.D.I.C. insured banks or savings and loan as the Board may select. |
| 10.1 | No officer, director, or member of this Club shall use the Club name to endorse a product, make a personal profit, or in any way use it as a means of furthering any personal, political, or other aspiration that is not in keeping with the purposes set forth in Article 2 of the bylaws. |
| 11.1 | The Club shall maintain a membership in good standing in Orienteering USA (OUSA). |
| 11.2 | The Club shall promote individual membership in Orienteering USA (OUSA). |
| 12.1 | These bylaws shall become effective upon a two-thirds vote in favor of adoption at a meeting of the general membership of the Club. |
| 12.2 | These bylaws may be amended by a two-thirds majority of those present and voting at a meeting of the general membership. The Board may recommend to the general membership, and temporarily adopt amendments of the bylaws by two-thirds vote of the Board. |