Sullivan County ATV Club, Inc.

By - Laws

Article I

PURPOSE OF SULLIVAN COUNTY ATV, INC.

Section I: Be it known that the name of the group is the Sullivan County ATV Club, Inc.

Section II: Be if further known that the said club is an incorporated non-profit organization, duly registered with the State of New Hampshire.

Article II

MISSION STATEMENT

Section I To promote through education various activities and recreation for its members and to promote good conduct, sportsmanship, safety and Conservation practices while respecting landowners and their property.

Article III

MEMBERSHIP

Section I: Any person over eighteen (18) years of age, having an interest in all terrain vehicles is eligible for adult membership.

Section II: Any minor age 12 to 17, having an interest in all terrain vehicles is required to complete the New Hampshire State OHRV Safety course to become eligible for a junior membership.

Section III: Any member or applicant for membership will not be discriminated against for reasons of race, sex, religion, color or creed.

Section IV: Each active adult member present at a meeting shall be entitled to one vote per issue. Junior members’ are encouraged to have input, but may not Vote.

Section: V: A member may resign from the Sullivan County ATV Club, Inc. at any time upon written notice to the Secretary. With the understanding that all dues are non refundable.

Section VI: Membership in Sullivan County ATV Club, Inc. may be terminated by majority vote of the Board of Directors in the event of non-payment of dues or for other reasons consistent with the Club’s best interest.

Section VII: Each active member shall also be registered as a member of the New Hampshire Off Highway Vehicle Association.

Article IV

MANAGEMENT

Section I: The Management of Sullivan County ATV Club, Inc. shall be vested in the Board of Directors.

Article V

BOARD OF DIRECTORS

Section I: The organization will be governed by Executive Officers duly elected by the majority vote of its members: said Officers will include a President, Vice President; one Secretary, recording, Treasurer, Trail Administrator. The Board of Directors will consist of six (6) persons, three (3) Directors to be elected each year for a term of (1) year, and three (3) Directors to be elected for a term of (2) years, and one (1) President for two (2) years or until present President becomes eligible for a directorship. Any Officer or Director missing three (3) consecutive meetings or three (3) months absence shall require a letter of resignation or the Board of Directors may elect to replace the position.

Section II: All elected Officers shall serve for a term of one (1) year and are eligible to serve a second term. No Officer, except the Secretary and Treasurer may hold the same office for a period of more than two (2) consecutive terms, with the exception that this section of Article 4 may be exempted by the majority vote of the assembly at the regular meeting when the election of officers are scheduled on the agenda.

Section III: There shall be no financial payment for services in these offices.

Section IV: No Officer or member shall contract any debts for or against the Organization without first being authorized to do so by majority vote of the assembly at any regular meeting or by the Board of Directors.

Section IV a:The Board of Directors, including the Trail Administrator, shall meet once monthly with the officers to discuss affairs of the organization prior to the regular meeting: shall have authority to decide activities and authorize monies to be spend up to $100, without membership vote.

Section V: The Chairman for any committee shall be appointed by the President and then elected by a vote of the assembly at a regular meeting.

Section VI: Any elected Chairman may appoint his/her own committee; but may waive this privilege if he/she desires.

Section VII: At any meeting when the election of Officers is on the agenda, the By-Laws shall be read, upon request.

Section VIII: These By -Laws may be amended by presentation of such proposed amendments in writing by any member in good standing at any regular meeting, (after all members have been notified of such proposal in the Club’s Newsletter), and my be adopted by a two thirds vote of members present.

Section IX: Roberts Rules shall prevail when not in conflict with the By-Laws.

ARTICLE VI

MEETINGS

Section I: Membership meetings are held the third Monday of each month. Time and place to be published in the monthly newsletter and on the Club website. Meetings can also be changed as necessary due to Holidays. Special Meetings may be called by any elected officer. Executive Board shall meet on the first Monday of each month, unless otherwise posted. Time and Place shall be predetermined by the Board.

Section II: No alcoholic beverages will be permitted to be consumed during any business meeting. This does not preclude at after meeting gatherings, party’s, etc. No alcoholic beverages will be permitted to be consumed at any club field Activity.

Section III: Any member who shall commit an act of violence with malice aforethought causing bodily harm to any other member, or whose conduct or language shall become obnoxious, during any business meeting or other official club gathering, may be disqualified for membership. Complaints shall be heard, considered and acted upon by the Board of Directors.

Section IV: Attendance of Officers shall be taken at each meeting by the Secretary.

ARTICLE VII

DUES

Section I: Memberships run from date application is received, to each one (1) year anniversary thereafter. Dollar amounts for dues shall be determined at the March Membership Meeting, each year and adopted by a two-thirds majority vote of the attending membership. Membership renewal letters are mailed to members, thirty (30) days prior to renewal date, by the Secretary.

Section II: Only members with their dues paid will be entitled to vote.

Section III: Any member in good standing will be eligible when duly nominated or appointed to serve on any committee.

ARTICLE VIII

QUORUM

Section I: A majority of the members of the Board of Directors present, shall constitute a quorum for the transaction of Club business.

Section II: A majority of members present will suffice to render a decision by vote at a regular meeting.

Article IX

DUTIES OF OFFICERS

PRESIDENT

The Presiding Officer shall always be addressed by his title, when referring to him/herself, should always use such official title, i.e., “It is the opinion of the President…” The presiding officer shall take the chair and call the meeting to order at the proper time; shall announce in its order, each item of business; shall state all proper questions, put to the vote, and declare.

The result of said vote; shall state points of order or course of proceedings when requested or when he/she deems it necessary to do so; shall receive all messages and other communications and announce them to the assembly; shall act for the assembly in signing documents, renting halls, etc…

VICE PRESIDENT

The Vice President shall act in place of the President in his absence.

SECRETARY (RECORDING)

As the recording officer, the Secretary shall keep a correct and complete record of proceedings and shall read the minutes at the next meeting. In the absence of the President and Vice President he/she shall call the meeting to order and shall occupy the chair while the assembly proceeds to elect a chair person pro-tem. The secretary shall read all papers to be acted upon when requested to do so; shall call the roll, shall hand to the chairperson of every committee a list of the persons on the committee and a statement of the matter entrusted to them; shall make out and present to the presiding officer, before each meeting a list of all committees, shall have custody of all paper documents; shall sign his/her name to the minutes and shall authenticate by his/her signature alone or with that of the presiding officer, all the acts, orders and proceeding of the assembly. The Secretary handles all membership and Club paperwork with the exception of the Trail Administration documents.

TREASURER

The Treasurer shall have charge of all the funds of the club and shall pay them out upon order of the assembly signed by the Secretary. The annual report shall be given at the April Meeting and will announce the amount of money in the treasury at the beginning of each year, the amount received during the year, the amount paid out and the balance on hand. He/she shall keep itemized account of all income and payments and shall keep itemized receipts for all payments made. Said accounts and receipts shall be submitted as part of the club as the April Membership meeting. His/her reports and records may be examined by the auditing committee. Approval of the Treasurer’s report must be voted upon by the Club.

TRAIL ADMINISTRATOR

The Trail Administrator is an Executive position. The Trail Administrator shall be responsible for the ATV activities, and will be expected to work closely with the Board. He/she shall be free to call upon any member for assistance. These could include two (2) “Trail Engineers” that will offer their assistance on trail maintenance and repair, clerical help and any number of “Trail Masters”. He/she shall have the authority to pursue any and all means of funding to maintain current trails (i.e. grants, donation, etc.) and has the sole responsibility for signing all grant applications and contracts and their corresponding checks.

ARTICLE X

ORDER OF BUSINESS

1. Call meeting to order

2. Roll call of Officer’s - Welcome to Guests

3. Reading of Minutes of the last meeting, for reference

4. Treasurer’s Report

5. Old Business *

6. New Business*

7. Closing of the meeting. President asks for motion which the members vote upon.

* Which may consist of any or all of the following:

Committee Reports

Communications

Bills and accounts

Unfinished business

Suggestions for the good of the Club

ARTICLE XI

DISSOLUTION OF THE CLUB

Section I: In the event of dissolution of the club, all property and monies in the name of the Sullivan County ATV Club, Inc. shall be donated to a local, non-profit, organization (s) at the discretion of the officers and members.

ARTICLE XII

CONFLICT OF INTEREST POLICY

Section I:

Duty to Disclose Each Director, prior to taking his position on the Board, and all present Directors shall submit in writing to the Chairman of the Board a list of all businesses or other organizations of which he/she is an officer, director, trustee, member, owner (either as a sole proprietor or partner), shareholder, employee or agent, with which the Corporation has, or might reasonably in the future enter into, a relationship or a transaction in which the director would have conflicting interests. The Chairman of the Board shall become familiar with the statements of all Directors in order to guide his/her conduct should a conflict arise.

Section II:

Voting At such time as any matter comes before the Board in such a way as to give rise to a conflict of interest, the affected Director shall make known the potential conflict, whether disclosed by his/her written statement or not, and after answering any questions that might be asked him/her, shall withdraw from the meeting for so long as the matter shall continue under discussion. In addition, other Directors who themselves have had pecuniary benefit transactions with the Corporation within the same fiscal year, should also not be present and not participate in the discussion. Should the matter be brought to a vote, neither the affected Director nor any other Director with a pecuniary benefit transaction with the Corporation in the same fiscal year shall vote on it. The Board will comply with all the requirements of New Hampshire law where conflicts of interest are involved, including but not limited to the requirement of the two-thirds vote where the financial benefit to the director or trustee is between $500 and $5,000 in a fiscal year, and to the requirement of a two-thirds vote and publication in the required newspaper where the financial benefit exceeds, $5,000 in one fiscal year.

Section III:

Statutory Requirements The New Hampshire statutory requirements dealing with pecuniary benefits, (RSA 7:19, II and 292:6a) as hereby incorporated in full into and made an integral part of this conflict of interest policy; and a copy of the relevant New Hampshire statutes are attached hereto so that every Board member is aware of the statutory requirements. These requirements include, but are not limited to, (I) absolute prohibitions on loans from a charitable trust to a director, officer or trustee; and (ii) prohibition of any sale or lease (for a term greater than five years) or conveyance of real estate from an officer, director, or trustee without the prior approval of the probate court. These requirements extend to both direct and indirect financial interest, as defined by the attached statutes.

ARTICLE XIII

LIABILITY

Section I:

Liability This article is a provision eliminating or limiting the personal liability of a director, an officer or both, to the Sullivan County ATV Club or its membership for monetary damages for breach of fiduciary duty as a director, an officer, or both, except with respect to:

1. Any breach of the director’s or officer’s duty of loyalty to the Sullivan County ATV Club or its membership.

2. Acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law.

3. Any transaction from which the director, officer or both, derived an improper personal benefit.