nupa bylaws approved january 23 2013

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  • 7/29/2019 NUPA Bylaws Approved January 23 2013

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    NORTHERN UTAH PROSPECTORS ASSOCIATION

    BYLAWS

    January 2013

    ARTICLE I

    (A)MembershipMembership in the Northern Utah Prospectors Association (NUPA) shall be open to everyone 18

    years of age or older without regard to race, sex, or national origin. The association shall make no

    membership requirements other than payment of yearly dues to remain in good standing.

    (B)

    Joining

    A person desiring to join the club must fill out an application form and liability waiver and pay the

    required dues. Persons must be current members in order to participate in any club meeting, make

    motions, second motions as required, participate in any debate or to vote in an y matter that should

    arise, or to attend any schedule outing or go on any club controlled claim.

    (C) DuesMembership Fees: Individual, couple and family memberships are $40.00 the first year. Renewal

    shall be $30.00 per year. Email newsletters are included in membership and mailed newsletters are

    an additional $5.00 per year. Fees are due and payable to the Treasurer on January 1 of each year

    and are considered delinquent on March 31st of the same year. Delinquent members shall be

    dropped from the club roster. Any new membership occurring after October 1 shall have dues

    applied to the next fiscal year.

    A junior member (who joined originally under a family membership) reaching his/her 18th birthday

    must pay the adult renewal fee of $30.00 at the start of the next calendar year to acquire voting and

    claim access rights as a full member. A minor under the age of 18, not part of a family membership,

    must be sponsored by an adult member over the age of 21. An adult member sponsoring a minor

    accepts full responsibility and liability for the minor. The minor will not have voting privileges. The

    parents or guardians of a minor who wishes to join and be sponsored by another member MUST

    sign a Release of Liability.

    (D)Waiver of DuesOnly the Board of Directors may waive the dues requirement for persons by a 2/3 vote in the

    affirmative. The Board of Directors shall set the rules/standards for which dues are waived on a

    case-by-case basis. Board of Directors officers shall have dues waived for year serving as an officer.

    Others may be designated as a Board Member for waiver of dues by a 2/3 vote in the affirmative.

    Members in good standing may submit other members or outsiders to the Board of Directors for

    consideration. The decision of the Board of Directors shall be final in all waiver applications.

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    Active duty military currently serving out of the area shall have dues waived during their absence.

    On return to the area, dues continue to be waived until the following membership year.

    Members given LIFE memberships by the Board of Directors will have voting privileges in all NUPA

    matters. Members with HONORARY memberships do not have voting privileges.

    (E) Membership QuorumA quorum of the general membership is defined as the number of voting members that can be

    depended upon to attend a general meeting during bad weather or other unforeseen causes.

    Twenty (20) voting members in good standing shall be present before any business is conducted.

    (F) Health and Accident InsuranceMembers of the NUPA, Inc. must provide their own health and accident insurance. The NUPA, Inc. is

    not liable for any losses, damage or injuries that a member might incur. It is the members

    responsibility to provide coverage for themselves and their family members and to ensure that each

    sponsored guest is also covered.

    ARTICLE II

    (A)Club AddressThe club address shall be a US Post Office Box rented in the name of Northern Utah Prospectors

    Association.

    ARTICLE III(A)ElectionsOfficers shall be elected by a simple majority of members, including spouses, attending the annual

    meeting in December of each year. Proxy and mail-in votes are also included in the December

    results. The voting shall be by secret ballot or by acclimation, whichever is appropriate. New

    officers take office at midnight on December 31 of each year.

    Each club member in good standing may address the membership during open nominations and

    place one nomination before the group for each office seeking nominations. Where no club

    member will accept nomination for club offices, a 2/3 majority vote of general membership in

    attendance may vote to retain current officer(s) for the next calendar year. If the current officer(s)decline nomination, the general membership must find an accepting candidate.

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    DUTIES AND RESPONSIBILITIES OF OFFICERS AND THE BOARD OF

    DIRECTORS

    (A)Board of Directors (See articles VI and VII)The Board of Directors shall consist of the President, First Vice President, Second Vice President,Secretary, Treasurer and Members at Large.

    (B) PresidentWith exception of grievance hearings, the President shall conduct all business at local General

    Membership meetings and all Board of Directors meetings. The President shall be the deciding vote

    in the case of a tie at both the Board of Directors meetings and the General Membership meeting.

    The President shall have a vote in any election.

    (C) First Vice PresidentThe First Vice President shall assume all duties of the President in the absence of the President at

    any meeting. The First Vice President shall also automatically ascent to the position of President in

    the event the President is unable to complete the term of the office or is removed from office. The

    First Vice President shall preside over any grievance hearing.

    (D)Second Vice PresidentThe Second Vice President shall assume the responsibilities of First Vice President in his/her

    absence. The Second Vice President will act as focal point for all committee chairpersons for

    compliance with NUPA Bylaws and any Standing Rules of Order. The Second Vice President will

    ascent to the position of First Vice President should this position become vacant and a new Second

    Vice President shall be elected by the General Membership.

    (E) SecretaryThe Secretary shall be responsible for keeping the minutes of all meetings. The Secretary shall read

    the minutes from the prior months meeting at each General Membership meeting. The Secretary

    shall read all Proposals, Notices and Resolutions, etc., that come before the Board of Directors and

    the General Membership. The Secretary shall also be responsible for maintaining and updating the

    membership bylaws.

    (F) TreasurerThe Treasurer shall be responsible for maintaining all financial records and obligations of the club.

    The Treasurer shall be responsible for accepting, accounting for and depositing any monies from the

    sale of memberships, club memorabilia, ticket sales or any other fund-generating effort into the clubbank account and checking account. A financial report shall be presented, by the Treasurer, at each

    General Membership meeting. The Treasurer will submit all records and assist in any audits of the

    club. In addition, the Treasurer shall maintain a listing of all club members in good standing.

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    ARTICLE IV

    (A)Club OutingsAll persons attending club outings, field trips or other activities shall comply with all Federal, State

    and Local laws governing mining, and all NUPA regulations as stated in the Articles of Incorporation,

    Bylaws or Standing Rules of Order. Prospecting is limited to a period not more than 14 days total,

    per person, per season, per claim on all club-controlled claims. Club outings are not included in the

    14-day total. All persons shall comply with the Prospectors Code of Ethics while prospecting. The

    NUPA Bylaws and Prospector Code of Ethics is provided to new members upon joining the club.

    (B) VisitorsVisitors are allowed to attend NUPA outings only accompanied by a sponsor who is a NUPA member

    in good standing.

    ARTICLE V

    (A)Term of OfficeEach elected officer shall serve a term of one year (January 1 through December 31), not to exceed

    two consecutive terms. Any officer who fails to attend three general membership meetings in a row

    shall be required to submit his resignation and a new officer shall be elected. Continuing health

    problems and other legitimate circumstances can be used to determine an exception if approved by

    2/3 of the Board of Directors.

    ARTICLE VI

    (A)General MeetingThe general meeting is held the 4th Wednesday of each month

    (B) Board MeetingBoard of Directors meets on the 4 th Wednesday of each month 1 hour prior to the general meeting

    unless otherwise stated.

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    ARTICLE VII

    (A)CommitteesThe Board of Directors shall appoint any committees deemed necessary to further club activities

    such as programs, publications, etc.

    ARTICLE IX

    (A)Expenditure LimitationsThe Board of Directors shall be allowed to make expenditures up to 25 percent of the total amount

    of club funds with a 2/3 majority vote without approval from the general membership. Any

    expenditure over 25 percent shall be brought before the general membership where a 2/3 majority

    vote of the membership quorum is required for approval.

    ARTICLE X

    (A)Rules of OrderRoberts Rules of Order Newly Revised shall govern all meetings where applicable and consistent

    with the Bylaws, Articles of Incorporation or any Standing Rules of Order the club may adopt.

    (B) ParliamentarianThe Board of Directors may appoint one member of the club or outside consultant (lawyer, judge,

    arbitrator, professional Parliamentarian, etc.) to act as Parliamentarian whos responsibility is

    outlined in Roberts Rules of Order Newly Revised. The term of this appointment is perpetual.

    ARTICLE XI

    (A)Bylaw AmendmentsThe Board of Directors shall be or may appoint a committee to provide a review of the current

    bylaws no later than March of every odd year or as the need for changes occur. All recommended

    updates, additions, changes or deletions shall be submitted to the member ship for a vote.

    (B) Bylaw Amendments Proposed by Membersa. The Bylaws of the Northern Utah Prospectors Association may be updated, changed, added

    to or deleted. Any member in good standing may make a request for changes at any

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    meeting by submitting a written proposal (notice) explaining the proposed change to any

    member of the Board of Directions with a Motion to Amend Something Previously

    Adopted.

    Upon acceptance of the proposal by the President or the Board of Directors, the proposal

    will be entered into the minutes at the Board of Directors meeting and the question posed

    by the President. The Board must pass the proposal by a 2/3 majority and then forwardedto the General Membership for consideration. The Board minutes will also be forwarded

    and acceptance by General Membership must be by 2/3 majority vote.

    b. Precedence for the motion pertaining to a member request for amendment to the Bylawswill be Roberts Rules of Order Newly Revised.

    c. All proposals approved or disapproved by the Board of Directors must be signed by thePresident and added to the records.

    d. All proposals approved or disapproved by the General Membership must be signed by theSecretary and added to the records.

    ARTICLE XII

    (A)Unresolved IssuesWhen the Board of Directors is voting on club matters, if a non-resolvable issue is encountered, the

    issue shall come before the membership for final decision/vote. If the membership of NUPA is unable to

    decide the issue, it is defeated.

    ARTICLE XIII(A)NewsletterA club newsletter shall be published monthly.

    (B) Newsletter Advertisinga. Members may submit items FOR SALE at no cost but must resubmit the ad each month.b. Business advertisement will be charged at a rate of $10.00 per page per year or $0.15 per

    word for less than page per publication. Business card size ad will be $5.00 per year. NObusiness or corporation will receive free advertisement without a 2/3 majority approval by

    the Board of Directors.

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    ARTICLE XIV

    (A)Club colorsClub colors shall be gold, silver and blue.

    ARTICLE XV

    (A)Personal LiabilityNo officer or member of NUPA shall be held personally liable for any bills or obligations of the

    corporation, past or present, except for the payment of personal membership dues.

    (B) Disbursement of FundsNo officer or member of the corporation shall disburse any funds or moneys in his keeping and

    belonging to NUPA without authorization from the Board of Directors. Any such authorization for

    reimbursement must be confirmed in writing by the President and the Treasurer of the club or approved

    by the Board of Directors and added into the minutes.

    (C) Use of Club Name and Mailing ListNo person shall use the name or mailing list of the corporation for any purpose other than those

    purposes, which are strictly those of the corporation, without the expressed authorization of the Board

    of Directors. The President or Secretary of the Board will confirm the authorization in writing.

    ARTICLE XVI

    DISSOLUTION OF THE CORPORATION

    (A)Dissolution

    a. The Corporation may be dissolved when the Board of Directors and General Membership(active) deem the action is appropriate.

    b. The Officers of the Board of Directors may present the action to the membership at a GeneralMembership meeting for a vote to be held at the next scheduled General Membership meeting.

    c. Members may present a written dissolution request to either the Board of Directors or theOfficers one month prior to a scheduled General Membership meeting. The Officers or Board

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    shall notify the General Membership at the next scheduled meeting that a dissolution request

    has been presented and placed on the schedule for discussion. A dissolution vote will be held at

    the next scheduled General Membership meeting.

    d. When 2/3 of the General Membership approves the dissolution, the Board of Directors will set adate dissolution will take effect.

    e. The Officers will establish the net assets of the corporation. The assets will be divided equallyamong the active members.

    f. Active membership, for dissolution purposes, is defined as members that can be contacted bymail and who respond to the notification of Corporation dissolution prior to the dissolution

    date.

    g. The dispersal of the Corporation assets will be performed one month following the date set fordissolution.

    h. All taxes on assets received by a member that may be incurred as a result of taxable assetsreceived are the responsibility of the member receiving such assets.

    i. All functions of the Corporation will cease at midnight on the effective date of dissolution.

    ARTICLE XVII

    GRIEVANCES

    (A)Grievance CommitteeThe Board of Directors shall serve as the Grievance Committee

    (B) Grievance ProcessAny officer or current member in good standing of NUPA has the right to file a grievance. The First Vice

    President shall sit as chairperson on any grievance hearing. The Board of Directors, upon receiving any

    grievance, shall notify the member, by the most convenient means, of the hearing date set by the First

    Vice President.

    The decision and/or action to be taken shall be placed into the records and reported to the member. If

    requested in writing, the member may appeal the decision of the Board of Directors to the General

    Membership at the next schedule General Membership meeting. One current member (nonofficer)

    shall be chose by the First Vice President to conduct the hearing. The decision of the General

    Membership shall be final.