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BYLAWS OF THE SOUTH OKANAGAN TRAIL ALLIANCE (SOTA)

 

 

ARTICLE I - NAME AND PURPOSE

Section 1 - Name: The name of the organization shall be the SOUTH OKANAGAN TRAIL ALLIANCE (SOTA).  It shall be a nonprofit organization incorporated under the laws of the Province of British Columbia, Canada.

Section 2 - Purpose:  The SOUTH OKANAGAN TRAIL ALLIANCE (SOTA) is organized exclusively for processes related to single and dual-track, front and back-country trails and trail networks.

The purpose of this non-profit Trail Alliance is:

- To promote land-access issues
- To maintain existing trail networks
- To lobby for new trail networks
- To liaison with land-managers
- To sanction and sign front and back-country recreational trails and trail networks

 

ARTICLEII - MEMBERSHIP

Section 1 - Eligibility for membership: Application for voting membership shall be open to any current resident, property owner, business operator or employee of the South and Central Okanagan Similkameen that supports the purpose statement in Article I, Section 2.  Membership is granted after your completion and Alliance receipt of a membership application and annual dues.

Section 2 - Annual dues: The amount required for annual dues shall be $30.00 per year for general membership, $31.50 for board members, unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.

Section 3 - Rights of members: Each member shall be eligible to appoint one voting representative to cast the member’s vote in Alliance elections.

Section 4 - Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership.

Section 5 - Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership.

 

ARTICLE III — MEETINGS OF MEMBERS

Section 1 - Regular meetings: Regular meetings of the members shall be held quarterly, at a time and place designated by the chair.

Section 2 - Annual meetings: An annual meeting of the members shall take place in the last week of April, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect directors and officers, receive reports on the activities
of the Alliance, and determine the direction of the Alliance for the coming year.

Section 3 - Special meetings: Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors. A petition signed by five percent of voting members may also call a special meeting.

Section 4 - Notice of meetings: Notice of each meeting shall be given to each voting member, by email, not less than two weeks prior to the meeting.

Section 5 - Quorum: At minimum, four paid members must be in attendance in order for it to constitute a quorum.  A quorum is necessary in order to hold an official SOTA meeting.

Section 6 - Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

 

ARTICLE IV — BOARD OF DIRECTORS

Section 1 - Board role, size, and compensation: The board is responsible for overall policy and direction of the Alliance, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 12, but not fewer than 4 members. The board receives no compensation other than reasonable expenses.

Section 2 - Terms: All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.

Section 3 - Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance.

Section 4 - Board elections: New directors and current directors shall be elected or re-elected by the voting representatives of members at the annual meeting.

Section 5 - Election procedures: Any member can nominate a candidate to the slate of nominees.  All members will be eligible to send one representative to vote for each candidate, for up to 12 available positions each year.

Section 6 - Quorum: A quorum must be in attendance for business transactions to take place and motions to pass.

Section 7 - Officers and Duties: There shall be at minimum two officers of the board, consisting
of a President and Secretary-treasurer – and two Members at Large. Their duties are as follows:

The Presidentshall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Secretary-treasurer, Members at Large.

The secretaryshall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

The treasurer(who may also be the secretary) shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

Section 8 - Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.

Section 9 - Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. Board members shall be terminated from the board due to more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 11 - Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.

 

ARTICLE V — COMMITTEES

Section 1 - Committee formation: The board may create committees as needed,
such as fundraising, public relations, data collection, etc.  The board chair appoints all committee chairs.

Section 2 - Executive Committee: The officers serve as the members of
the Executive Committee. Except for the power to amend the Articles
of Incorporation and bylaws, the Executive Committee shall have all
the powers and authority of the board of directors in the intervals
between meetings of the board of directors, and is subject to the direction
and control of the full board.

Section 3 - Finance Committee: The treasurer is the chair of the Finance
Committee, which includes three other board members. The Finance
Committee is responsible for developing and reviewing fiscal procedures,
fundraising plans, and the annual budget with staff and other
board members. The board must approve the budget and all expenditures
must be within budget. Any major change in the budget must be
approved by the board or the Executive Committee. The fiscal year
shall be the calendar year. Annual reports are required to be submitted
to the board showing income, expenditures, and pending income. The
financial records of the organization are public information and shall
be made available to the membership, board members, and the public.

 

ARTICLE VI — DIRECTOR AND STAFF

Section 1 - Executive Director: The executive director – if applicable as a position within SOTA - is hired by the board.  The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can
designate other duties as necessary.

 

ARTICLE VII — AMENDMENTS

Section 1 - Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

 

CERTIFICATION

These bylaws will be submitted for approval at a May 2013 meeting of the board of directors by a two-thirds majority vote on that date.

 

Secretary Date;