Mountain Movers
(Non-profit organization)
CONSTITUTION
AND BYLAWS
ARTICLE
I
NAME
The name of this non-profit
corporation shall be Mountain Movers, hereafter referred to as the non-profit
organization.
ARTICLE
II
PURPOSE
The purpose for which the
organization was organized is to empower and encourage communities. The
organization will uplift communities in all spheres of life. It will elevate
communities spiritually and physically.
ARTICLE
III
MEMBERSHIP
Section 1:
Membership in the organization
shall be open to all individuals, regardless of race, creed, color, who meet
the requirements set forth in these Bylaws.
Applications for membership shall be approved by the Membership
Committee in accordance with the provisions set forth in these Bylaws. In considering applications for membership, every
member must be born again, no person shall be discriminated against for any
reason if he or she is born again and is a Christian.
Section 2:
Membership
classifications: A. Active
B. Associate
C. Honorary
D. Alumni
All members,
regardless of classification, shall guide themselves in accordance with the
Bylaws and within the best interest of the organization.
Section 3:
A. Active Membership: Active Membership shall be available to any
individual who has reached the age of twenty-one (21) years. Except as may otherwise be authorized by the
Board of Directors, Active Membership shall be limited to those persons who
have been Associate Members for a period of at least six months, are current in
membership dues, and are in good standing as determined by the Board of
Directors. Active Members shall be able
to vote and participate in the management of the Organization as defined in
Article V, Section 2, Paragraph A.
Qualifications of each member shall be reviewed prior to all elections
and membership renewal.
B. Associate Membership: Associate Membership shall be defined as
anyone who has reached the age of twenty-one (21) years, is current in their
membership dues, but does not fulfill the requirements of any other membership
category. Associate members may use the
facilities, services and privileges extended to Active Members. Associate Members shall not hold office,
vote, or participate in the management of the Organization. An Associate Member may be reinstated to
Active Membership upon satisfying Active Membership qualifications, or by Board
approval. Qualifications of each member
shall be reviewed prior to all elections and membership renewal.
C. Honorary Membership: Upon recommendation of any Active Member and
approval of the Board, Honorary Membership may be extended to anyone who does
not currently hold another membership category.
Honorary Members may use the facilities, services, and privileges
extended to Active Members, subject to any limitations imposed by the
Board; however, they shall not hold
office, vote, or participate in the management of the Organization.
D. Alumni Membership: Alumni of the Organization may have newspaper
mailing privileges available to them at a fee stipulated by the Board of
Directors. No other privileges shall be
available to these members. Alumni
membership will be limited to those members who have been active at least three
(3) years and who do not currently hold another membership category.
Section 4:
Application
A. Application for membership shall be submitted
for approval to the Membership Committee upon the applicant meeting the
requirements as set forth by the Bylaws.
B. Applicant shall pay membership
fee prior to becoming a member.
C. Membership may be closed by Board action any
time it deems necessary.
D. Membership may be revoked by Board action for
any member who does not guide himself/herself in accordance with the Organization
Bylaws and in the best interest of the Organization.
E. The
Board of Directors, with the approval of 2/3 of the Board Members present, has
the right to make exception to the above rules of membership.
Section 5:
Dues
Annual
membership fees shall be continuous for twelve (12) months. Membership renewal shall be on or before the
end of the month the member joined from the previous year. Membership shall be at the appropriate member
rate. dues shall be used for operating
the Organization.
ARTICLE
IV
MEETINGS
Section 1:
Regular membership meetings of the Organization shall be held
monthly. Special meetings may be held,
when deemed necessary, with the approval of a quorum of Organization Officers.
Section 2:
Board of Directors meetings shall be held monthly.
Section 3:
All membership and Board meetings shall be with advance notice. A joint Board meeting of old and new Officers
must be held in accordance with Article V, Section 3.
Section 4:
Committees shall have meetings called by the Chairperson of said
committee or by the President.
Section 5:
Any member entitled to vote at a meeting may vote by proxy, provided a
quorum is otherwise present. All proxies
shall be in writing and shall be signed by the member issuing the proxy.
ARTICLE
V
OFFICERS
Section 1:
The elected Officers of the Organization shall be the President, the
Vice President, the secretary, the Treasurer, and two (2) Directors.
Section 2:
Elections
A. Qualifications of Candidates: Candidates for office shall be Active
Members. Candidates for President and
Director shall have a minimum of one year prior Board experience.
B. Qualifications of Voters: Eligibility for voting is limited to Active
Members as defined in Article III, Section 3 of the Bylaws.
C.
Election of Officers: Nominations shall
be opened the first General Meeting of February and accepted by the Nominating
Committee up to the Elections. All
elections shall be held by secret ballot by the last General Meeting in April,
including absentee ballots.
Section 3:
Term of Office
A. Officers shall serve a term of one (1)
year. Exchange of materials and
authority between old and new Officers shall occur at a special Board Meeting
to be held following the elections and prior to the first General Meeting in
May.
B. Vacancies: In the event of a vacancy of an elected
Officer, all members shall be notified and an election will be held at the
meeting following notification of said vacancy, according to these Bylaws. The elected successor(s) shall hold office
for the remainder of the term. This
election may be held by voice vote if running unopposed.
C. Recall of Officers: voting members shall have the right to recall
any elected officer upon petition of 25% of the voting membership, and a majority vote in a special
election. The officer in question will
have the appropriate time to answer to charges at a Board of Directors meeting.
Section 4:
Duties (all officers
shall refer to the Policy Procedure Manual for specific details.)
A. President - It
shall be the duty of the President to:
a. Be the official head and public spokesperson
of the Organization.
b. Preside at all meetings (Board of
Directors and Membership).
c. Be responsible for all resolutions being
put into effect.
d. Appoint committee Chairpersons with
majority approval of elected Officers.
e. Provide an agenda for Board and General
Meetings.
f. Be responsible for the overall operation
of the Organization and of the committees.
B. Vice President - It
shall be the duty of the Vice President to:
a. Assist the President in the discharge of
the above-stated duties.
b. In the absence of the President, shall
perform the duties of that office.
c. Be the custodian of the current Organization
Bylaws, Policy and Procedure Manual and current Board Job Descriptions.
d. Be responsible for and/or appoint
custodianship of the Organization property per approval of a Board Member
quorum.
C. Secretary - It
shall be the duty of the Secretary to:
a. Keep the minutes of each Board meeting.
b. Conduct the correspondence pertaining to
the Organization.
c. Be responsible for the safekeeping of
such records.
d. Provide copies of minutes of Board of
Directors meetings for Board approval.
e. Provide copies of approved minutes of
Board of Directors meetings for General Membership as requested.
D. Treasurer - It
shall be the duty of the Treasurer to:
a. Be responsible for the funds of the Organization.
b. Keep a correct and itemized account of
all receipts and disbursements.
c. Deposit all monies in the name and to
the credit of the Organization in a timely manner.
d. Only disburse funds with the approval of
the Board of Directors or the committee chairperson. Withdrawals from the Organization account
shall be made only with joint signatures of two (2) of the elected officers.
e. Make proper vouchers for all
disbursements.
f. Render to the members at the monthly
Board meeting, an account of all transactions performed by his/her office and
of the financial condition of the Organization.
g. Present a complete financial statement to
the board at the end of his/her term of office.
h. Require receipts and invoices for all organization
expenditures.
i. Refer to Article VIII, Section 2, C
& D for more details.
E. Directors -
Directors shall act in advisory capacity to the chairpersons and Board
of Directors and shall coordinate the activities of all committees as assigned
by the Board.
ARTICLE
VI
BOARD OF DIRECTORS
Section 1:
The Board of directors shall consist of:
A. Six (6) elected officers
B. Eight (8) appointed standing -
committee chairpersons
C. One (1) MDSC Representative
D. One (1) Sergeant of Arms
Section 2:
A. Each position of the Board of Directors shall
have on (1) equal vote, and ability to make and second motions. In the event of absence of the Chairperson of
the standing committee, the Vice-Chairperson or another member of the
committee, with the approval of the committee chairperson, will have the right
to vote and make motions. In the absence
of the Chairperson, vice-Chairperson, or the Chairperson's appointee, no vote
is to be considered from the particular committee involved.
B. Each member of the Board of Directors shall
present a summary report of their current respective activities at each Board
of Directors meeting, and shall prepare a written and complete report of all
activities at the end of his/her term.
C. The president shall not make motions, and
shall vote only in the event of a tie.
Section 3:
Quorum: Two thirds (2/3) of the
Board of Directors constitutes a quorum, and a majority of those present must
approve to pass a motion.
Section 4:
A. Board of Directors shall carry out the
mandates and policies of the Organization.
C. Subject to the provisions of these Bylaws,
the Board of Directors has full power and complete authority to perform all
acts and to transact all business on behalf of the Organization.
ARTICLE
VII
COMMITTEES
Section 1:
Nominating Committees: A
nominating Committee shall be appointed by the Board of Directors by the first
General Meeting in January. This
committee shall conduct the elections, and shall check the qualifications of all
nominees. They shall publish a set of
rules by the first week of February on how the elections shall be conducted
prior to the opening of nominations, and publish a procedure for absentee
ballots as approved by the Board. As
well as publishing a set of qualifications for said nominees, they may recruit
members for assistance in conducting said elections. The committee will announce nominees for
office and accept nominations from the membership. This committee shall hold no vote within the
Board of Directors.
ARTICLE
VIII
FINANCIAL OPERATION
Section 1:
A. No expenditure shall be made of Organization
funds unless authorized by a majority vote of the Board of Directors or by the
committee Chairperson.
B. All Organization trips and activities must be
approved by the Board of Directors prior to expenditure of funds. Proposed events must include a financial
estimate prior to approval.
C. No expenditure shall be made of Organization
funds to the Board of Directors for compensation for the performance of duties
as stated in Article V, Sections 4 and Article Vii of the Bylaws unless
authorized by a majority of the Voting Membership present at a regular General
Meeting.
Section 2:
Financial
Reports
A. The Treasurer shall submit a detailed
financial report at each Board of Directors meeting, to include, but not to be
limited to: income and expense by
Committees and events, outstanding deposits, committed funds, uncommitted
funds, and total funds on deposit.
B. The Treasurer will submit a general statement
of the financial condition of the organization when requested by the
Membership. A detailed financial
statement will be made available per specific request.
C. Each trip and activity Chairperson shall
submit a detailed financial report first to the respective Organization
Committee Chairperson, and then with his/her approval, to the Treasurer. This report shall include, but is not limited
to: itemized income and expenses
(including receipts and invoices), refunds, credits, number of participants,
correspondence, and future recommendations.
D. Failure to submit a complete financial report
within one (1) month following the event shall result in removal of the event
Chairperson from active membership, unless extended by the Board of Directors.
Section 3:
Funds
A. All funds collected from individuals for
payment for Organization funded activities shall be turned over directly to the
Organization Treasurer in a timely manner.
B. No disbursements of Organization funds shall
be made without submittal of a valid Check Request to the Treasurer.
Section 4:
Fiscal
Year/Budget
A. The fiscal year of the Organization shall be
from May 1st of one year until April 30th of the following year.
B. A budget for the fiscal year shall be
approved by the Board of Directors for the purpose of managing Organization
funds. It shall be the responsibility of
the elected officials or a designated committee to plan the budget and present
it to the Board. The budget may be
reviewed and revised by the Board at any time during their administration.
C. Sufficient funds to cover deposits, refunds,
projected expenses, etc. shall be passed on from one administration to the
next.
D. The format and details of the budget shall be
as outlined and directed in the Organization Policy and Procedure Manual.
E. Copies of the proposed and approved budget
shall be available to Organization Members.
Section 5:
Subsidies
and Compensation
The Board of Directors may vote to subsidize or compensate the Active
Membership of the Organization according to the guidelines set forth in the Organization
Policy and Procedure Manual.
ARTICLE
IX
ORGANIZATION RESPONSIBILITY
The Organization shall not be liable to any member or guest, or to the
relative of any member or guest, for injury or loss to person or personal
property at any meeting or activity sponsored by the Organization.
ARTICLE
X
PARLIAMENTARY PROCEDURE
In the absence of any provision in these Bylaws to the contrary, all
meetings of the Organization and the Board of Directors shall be governed by
the parliamentary rules and usage contained in the current edition of ROBERT'S
RULES OF ORDER.
ARTICLE
XI
AMENDMENTS
Section 1:
These Bylaws may be amended in whole or in part by a two thirds (2/3)
majority vote of Active Members present at a General Meeting.
Section 2:
Amendments may be proposed to the membership by:
A. A simple majority vote of the Board of
Directors, or
B. A petition bearing the signatures of a
minimum of twenty-five (25) Active Members.
Section 3:
A. A copy of the proposed amendment(s) must be
submitted by mail to all voting members, at least ten (10) days prior to the
published date for voting.
B. Pro and con opportunities for discussion will
be provided.
ARTICLE
XII
POLICY AND PROCEDURES MANUAL
A. the Board of directors shall maintain a
manual of Organization policy and procedures.
Contents shall be available to Organization members.
B. The Board shall notify Organization members,
in a timely manner, of any changes in the Manual.
ARTICLE
XIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Organization shall indemnify each member of the Board of Directors
and each Officer of the Organization at any time in office, whether prior or
subsequent to the adoption of this Bylaw, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was a Board member or Officer of the
Organization against expenses (including legal fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believes to be in or not opposed to
the best interests of the Organization, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or upon a plead o
nolo contendere or its equivalent, shall not of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the Organization; and with respect to any criminal action
proceeding, shall not have had reasonable cause to believe that his or her
conduct was unlawful.. The foregoing right of indemnification shall not
preclude any indemnification of any such Board member or Officer or any
employee or other person acting for or in the interests of the Organization, to
which such Board member, Officer, employee, or other person may e entitled by
law or by virtue of any document or agreement, or which may be legally provided
or afforded by or under any action by the members an/or Board members or this Organization. All rights of indemnification shall inure to
the benefit of the heirs, executors, administrators and personal
representatives of the person involved.
