By-Laws of
Tristate OHV Club

Revised April 7, 2009
Revised November 20, 2008
Established January 24, 2008

Article I – NAME

Name: The name of this organization shall be the Tristate OHV Club.

Article II – ADDRESS

The mailing address for the Tristate OHV Club shall be the home address of the current President of the club.

3637 Rebecca Street
Sioux City, Iowa 51104

Article III – RECORDS

The corporate records, including the incorporation document, tax status and minutes of membership and board meetings shall be at the home address of the current President.

Article IV – PURPOSE

The purpose of this organization is to represent, assist, and educate OHV recreationalist and their families in the protection and promotion of off-highway recreation.

Article V – MEMBERSHIP

Section 1 – Composition:

The membership shall consist of individuals, families, and businesses having an interest in off-highway vehicle recreation. Membership in this organization shall be determined on a nondiscriminatory basis without regard to race, gender, color or national origin.

Section 2 – Number:

There shall be at least 5 people comprising the total organization membership for it to continue.

Section 3 – Term:

The term of membership shall be annual

Article VI - OFFICERS

Section 1 – Composition

The officers of the organization shall be the president, vice-president, secretary, treasurer/membership manager, and safety manager/event coordinator.

Section 2 – Term of office

The officers shall be elected at a predetermined annual meeting for a term of two years. Officers may be re-elected but will not be eligible to serve more than three consecutive terms in any one position.

Section 3 – Method of election

1. There shall be a nominating committee appointed by the president. This committee shall recommend a candidate for each office after having acquainted the nominees with the responsibilities of the office and securing their willingness to serve.
2. Additional nominations may be made from the floor.
3. The officers shall be elected at the first regular meeting in November and assume office January 1 of the following year.
4. Officers shall serve until their successors have been elected and duly installed.
   
   

Section 4 – Duties

1. The president shall be the chief executive officer of the organization. He\she shall preside at all meetings of the organization, shall preside at the meetings of the Executive Board, shall sign all documents requiring an official signature, and shall perform all other duties incidental to the office.
2. The vice president shall perform the duties of the president in the absence or incapacity of the president, shall automatically become the president of the organization upon the resignation or death of the president, and in the event the vice president becomes the president, and new vice president shall be elected to fill the vacancy.
3. The treasurer shall keep an accurate record of all monies allocated to the organization, shall supervise the disbursement of the funds subject to the direction and approval of the Executive Board, and shall serve as chair of any finance committee.
4. The secretary shall keep an accurate record of the activities of the organization. By direction of the Executive Board the secretary shall issue all notices of organization meetings, shall be responsible for the correspondence of the organization, shall prepare and keep a listing of all officers, committee chairs and members for the current and two previous years terms, and shall be responsible for the corporate records including the incorporation document, by-laws, and minutes.
5. The safety manager shall be certified to train other members to provide safety courses for people to meet the requirements of operating an off highway vehicle. The safety manager shall also be required to schedule the safety classes and keep all records of the participants that finish the course.
6. The membership manager shall be required to keep all records of current members from present to past two years. He\she shall also keep in communication with the secretary of any new members.
7. The event coordinator shall schedule club events and keep the Executive Board informed of all activities. The event coordinator must always keep safety and club member’s interest in mind of all special events.
8. Vacancies occurring in any of the offices due to illness, death or other incapacity to comply with assumed duties shall be filled by election by organization members except in case of the president, when the vise president shall succeed to chair, as noted in Article VI. Section 4.B. Such officers shall serve only until the next regular election.
   
   

Article VII – EXECUTIVE BOARD

Section 1 – Composition

The Executive Board shall be composed of the elected officers and elected committee chairs.

Section 2 – Duties

The duties of the Executive Board shall be:

1. To perform the essential organization activities that must be acted upon between meetings of the membership;
2. To formulate and recommend programs and activities to the members of the organization for their consideration and approval;
3. To identify and help formulate committees necessary to further the purpose and functions of the organization; and
4. To carry on such other business as may be delegated to it by the organization membership.
   
   

Section 3 – Meetings

The executive board shall meet in sufficient time prior to regular meetings to formulate the agenda and have it printed for the meetings and on other occasions as called by the chair.

Section 4 – Quorum

A simple majority (51%) of the elected Executive Board members must be present to constitute a quorum for the transacting of business.

Article VIII – FISCAL YEAR

The fiscal year of the organization shall be from January 1 to December 31, inclusive.

Article IX – MEETINGS OF THE MEMBERSHIP

1. An annual meeting of the membership shall be held on the third Thursday in February at 7:00 p.m. of each year. Whenever such day shall fall on a legal holiday, the meeting shall be held on the next succeeding business day at the same hour.
2. Monthly meetings of the organization shall be held at 7:00 p.m. on the third Thursday of each month.
3. The regular meetings of the membership shall be to conduct the business of the organization as outlined under Article IV. More specifically, the regular meetings shall be for the following:
   1. To approve, reject, amend or refer back to the committees for further study reports from special or standing committees.
   2. To introduce new ideas with requests for the president to appoint committees to make further studies and report back their recommendations to the organization.
   3. To evaluate reports of completed activities, projects or programs and make suggestions for improvement.
   4. To provide members with information concerning programs helpful to them in their efforts to address OHV recreation needs.
4. Written notice shall be sent to all members of the organization at least one week in advance of all meetings, with the exception of meetings regarding amendment to by-laws, giving the date, time and place of the meeting.
5. Written notice shall be sent to all members of the organization at least 10 days in advance of any meeting to amend the By-laws.
6. Special meetings of the membership may be called by the president, the Executive Board or upon request of any five members of the organization.
7. 5 members, with dues paid in full, present at a regular or special meeting shall constitute a quorum for the transaction of business.
8. Each member, with dues paid in full, shall be entitled to one vote.
   
   

Article X – COMMITTEES

The president shall appoint committees deemed necessary by the Executive Board.

1. The members of all standing committees shall serve for a period of one year, such period to be concurrent with the fiscal year of the organization.
2. Ad hoc committee members shall serve in accordance with the charge to that committee.
3. The members of all standing and ad hoc committees shall select their own committee chairs.
   
   

Article XI – CONFLICT OF INTEREST POLICY

Section 1 – Purpose:

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefits transaction. This policy is intended to supplement but not replace any applicable state or federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2 – Definitions:

Any director, principal officer, or member of a committee with governing board designated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

A person has a financial interest if the person has, directly, or indirectly, through business, investment, or family:

1. an ownership or investment interest in any entity with which the organization has a transaction or arrangement,
2. a compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement, or
3. a potential ownership or investment in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3 – Procedures:

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and is given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing board or committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether or not to enter into the transaction or arrangement.

If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4 – Records of Proceedings:

The minutes of the governing board and all committees with board delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussion and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceeding.

Section 5 – Compensation:

A voting member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly of indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6 – Annual Statements:

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7 – Periodic Reviews:

To ensure the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax exempt-status, periodic reviews shall be conducted. The periodic review shall, at a minimum, include the following:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
2. Whether partnership, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment, or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit or in excess benefit transaction.

Section 8 – Use of Outside Experts:

When conducting the periodic reviews as provided in Section 7, the organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE XII – AMENDMENTS

Section 1 – Amendments:

These bylaws may be amended when necessary by a majority of the board of directors. Proposed amendments must be submitted to the secretary for distribution with regular board announcements.

- End of Tristate OHV Club By-laws -