MONTANA CROSS COUNTRY T ASSOCIATION
BY-LAWS
(Revision Dated November 11, 1995)
ARTICLE 1
ANNUAL MEMBERSHIP DUES
Section 1: The annual membership dues shall be ten dollars ($10.00) per year, for each person, corporation, association, or other organization that desires membership in this Association.
Section 2: The annual membership dues shall be due and payable on the first day of January of each year.
Section 3: Dues shall be payable at the principal place of business or to the Treasurer of this Association.
Section 4: No one shall enjoy any of the privileges of membership until these dues have been paid. However, payment shall be received for purposes of full reinstatement of membership at any time during the calendar year.
Section 5: No one shall participate in any race sponsored by the Association unless he, she, or it is a paid up member of the Association.
ARTICLE 2
ANNUAL MEETING OF THE MEMBERS
Section 1: The annual meeting of the members shall be held at the Association’s principal place of business at such time as the President or the Board of Directors shall deem most convenient. If for any reason it is not convenient to hold the annual meeting of the members at the principal place of business the President or the Board of Directors may designate some other place for said meeting. The meeting shall be held for the purpose of electing the directors and for transacting any other business that may come before the meeting.
Section 2: Special meetings of the members may be called at any time for any purpose by the President or the Board of Directors.
Section 3: A written notice must be given to all members at least two weeks before all meetings of the members unless a member who is not given such notice signs a written waiver thereof at or before the said meeting. Any Officer of the Association shall be qualified to serve such notice; it must be given to the members personally or by mail. If such notice is given by mail it must be delivered to the post office sufficiently in advance so that it can reasonably be expected to reach the member at least two weeks before the meeting. Notice of race shall be deemed sufficient notice of membership meeting.
Section 4: No business may be conducted at any meeting of the members without two Officers and a quorum present. When Section 3 of this Article has been reasonably satisfied by a vote of the Directors present, a quorum may be constituted of those members and officers present and they may conduct the business for the meeting of the members.
Section 5: Members may be represented by proxy provided the authority to exercise the proxy is in writing and such writing is presented to the Officers of the Association. Proxy authority is revocable. The proxy shall be used only to vote on items explicitly addressed in the notification of the Meeting of the Members. Only one proxy can be exercised by any representative.
ARTICLE 3
OFFICERS AND DIRECTORS
Section 1: The corporate powers, business, and property of the Association shall be exercised, conducted and controlled by the Board of Directors.
Section 2: The Board of Directors shall consist of three Officers ( a President, a Vice President, a Secretary-Treasurer) and six other Directors. These Officers or Directors shall be elected at annual meetings of the members.
Section 3: All members who are individual persons shall be qualified to serve as an Officer or Director. However, one representative of a corporation, association, or other organization may serve as an Officer or Director provided said corporation, association, or other organization is a member.
Section 4: The Officers term shall be two consecutive years. All elections shall be by ballot from nominations from the floor. A President shall be elected first. Then a Vice
President shall be elected. Then a Secretary-Treasurer shall be elected. Finally, the expired terms of the six remaining Directors shall be elected.
The President, Vice President and Secretary-Treasurer shall serve as Directors during their terms and one year following their term. The elected Directors shall serve three year terms.
Section 5: The time and place for the regular and special meetings of the Board of Directors shall be selected by the Directors. The nature and manner of service of notice of their meetings shall be determined by the Directors. Three Directors shall constitute a quorum at any of their meetings.
Section 6: Any Director or Officer may resign by submitting a written resignation to one of the remaining Officers. A Director may be removed from office only on concurrence by written ballot of 2/3 of the members of the Association. Such a ballot may be taken at any meeting duly called provided it appears in the notice thereof that the said removal is to be proposed at the meeting. An office left vacant by the resignation of a Director or Officer shall be filled by an appointee of the remaining Board of Directors.
ARTICLE 4
DUTIES OF THE OFFICERS
Section 1: The President shall preside at all meetings of the Association including both the meetings of the members and the meetings of the Directors. The President shall be an ex-officio member of all committees and shall perform all such duties as are incidental and proper to the office.
Section 2: The Vice President shall exercise all the functions and powers of the President in the absence of the President.
Section 3: The Secretary-Treasurer shall have charge of all the funds of the Association and all the papers of the Association. The Secretary-Treasurer shall keep all the records and make all the reports that are necessary for the corporation and perform all other duties that are incidental to the office. The Secretary-Treasurer shall pay all bills and other expenses of the Association.
ARTICLE 5
COMMITTEES
Section 1: The President, upon his own initiative or at the direction of the Board of Directors, is empowered to appoint all and any committees that may be beneficial to the Association.
ARTICLE 6
RULES OF ORDER
Section 1: The revised Roberts Rules of Order shall govern all matters in all meetings unless otherwise provided in the Articles of Incorporation and these By-Laws or unless the members present as such meeting agree otherwise. However, no action taken or decision made at any meeting shall be void because of a failure to follow said rules of order.
ARTICLE 7
RULES AND SPECIFICATIONS OF RACING EQUIPMENT
Section 1: A copy of all the rules and specifications drafted by the Board of Directors shall be submitted to the members for approval before each race if time and facilities reasonably permit. A decision of the Board of Directors on the issue of reasonableness shall be final. A copy of all the rules and specifications shall be given to new members when the dues are paid if facilities reasonably permit.
ARTICLE 8
RECORDS AND JOURNALS
Section 1: The Association shall keep a record of all their business transactions for a minimum of seven years.
Section 2: The Association shall keep a journal of all meetings of the members and of all meetings of the Directors. The journal shall include all acts done or ordered to be done and shall include items specially requested by the Directors or members at these meetings. It shall contain a list of persons who were present at each meeting and, in the case of the Directors, persons who were absent; however, a list of persons present at any such meeting may be kept and filed separately.
Section 3: These records, journals, and lists shall be open to the inspection of any Director, member or creditor of the Association.
ARTICLE 9
AMENDMENTS
Section 1: These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a two-thirds vote of the members at any meeting of the members called for that purpose or at any annual meeting of the members.
Approved by Title Date
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