Our bylaws were changed this year to reflect job description updates for the board of directors and a new guest membership class of members. These are posted in their entirety below.
ARTICLE I
Offices
1.1 Registered Office and Registered Agent: The registered office of the corporation shall be located in the State of Massachusetts at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office.
1.2 Other Offices: The Corporation may have other offices within or outside the State of Massachusetts at such place or places as the Board of Directors may from time to time determine.
ARTICLE 2
Member Meetings
2.1 Meeting Place: All meetings of the members shall be held at such place as shall be determined from time to time by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.
2.2 Annual Meeting Time: The annual meeting of the members for the transaction of business shall be held each year on February 28th, at the hour of 7 pm.
2.3 Annual Meeting – Order of Business: At the annual meeting of members, the order of business shall be as follows:
2.3.1 Calling of the meeting to order.
2.3.2 Proof of notice of meeting (or filing of waiver).
2.3.3 Reading of minutes of last annual meeting.
2.3.4 Report of officers and directors.
2.3.5 Reports of committees.
2.3.6 Election or appointment of directors.
2.3.7 Miscellaneous business.
2.4 Special Meetings: Special meetings of the contributing members for any purpose may be called at any time by any officer, or the contributing members of not less than 5% of all members entitled to participate at the meeting.
2.5 Special Meeting – Order of Business: Only the purpose or purposes of the Special Meeting may be conducted at a Special Meeting.
2.6 Notice:
2.6.1 Notice of the time and place of an annual meeting of members shall be given by email or forum posting, at least ten days, and not more than fifty days, prior to the meeting, to each member of record entitled to vote at such meeting.
2.6.2 At least 7 days and not more than fifty days prior to a special meeting, the purpose or purposes for which the meeting is called shall be e-mailed or posted for each member of record entitled to contribute at such meeting.
2.7 Voting Record: At least 5 days before each meeting of members, a complete record of the members entitled to active participation at such a meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of each, which record shall be kept on file at the registered office of the corporation for a period of 5 days prior to the meeting. The records shall be kept open at the time and place of such meeting for the inspection of any member.
2.8 Quorum: Except as otherwise required by law:
2.8.1 A quorum at any annual or special meeting of members shall consist of members representing, in person, 2/3 of the officers and 5% of the members entitled to vote or contribute at such meeting.
2.8.2 The members at any properly called meeting or adjourned meeting of members at which a quorum as in this paragraph defined is present, shall be sufficient to transact business.
2.9 Proxies: There is no proxy voting, although online voting via e-mail or forum poll may be allowed, at the discretion of the Officers.
2.10 Action by members Without a Meeting: Any action required or which may be taken at a meeting of the members of the corporation, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the members.
2.11 Waiver of Notice: A waiver of notice required to be given any member, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.
ARTICLE 3
Stock
3.1 Mohawk 4×4 Adventures, Inc: The Corporation shall have no capital stock, and its business, objects, and purposes shall not be conducted directly or indirectly for profit
ARTICLE 4
Board of Directors
4.1 Numbers and Powers: The management of all the affairs, property and interest of the corporation shall be vested in the Board of Directors, consisting of the club’s officers and at least one director for a term of one year, subject to annual renewal application and approval by a majority vote of the other officers and directors. Directors need not be residents of the State of Massachusetts. In addition to the powers and authorities granted by these Bylaws, and the Articles of Incorporation expressly conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members.
4.2 Change of Number: The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
4.3 Vacancies: All vacancies in the Board of Directors, whether caused by resignation, death or, otherwise, may be filled by the appointment of a contributing member by a majority affirmative vote of a majority of the remaining Board of Directors. If there is more than one nomination, a vote of the members shall be called for at a special meeting to fill the position.
4.4 Removal of Directors: At a special meeting of members called expressly for that purpose, an officer or director may be removed by a vote that is two thirds affirmative of the contributing members.
4.5 Regular Meetings: Regular meetings of the Board of Directors or any committee may be held without notice at the registered office of the corporation or at such place or places, either within or without the State of Massachusetts, as the Board of Directors or such committee, as the case may be, may from time to time designate. The annual meeting of the Board of Directors shall be held without notice immediately after the adjournment of the annual meeting of members.
4.6 Special Meetings: Special meetings of the Board of Directors may be held at any place and at any time and may be called by the President, Secretary, Treasurer or Director.
4.7 Notice of Meetings: Unless the Articles of Incorporation provide otherwise, any regular meeting of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Any special meeting of the Board of Directors preceded by at least two days’ notice of the date, time, and place of the meeting, but not of its purpose, unless the Articles of Incorporation of these Bylaws require otherwise. Notice may be given personally, by email, or in any other manner allowed by law. Oral notification shall be sufficient only if a written record of such notice is included in the Corporation’s minute book. Notice shall be deemed effective at the earliest of (a) receipt; or (b) delivery to the proper address or telephone number of the directors as shown in the Corporation’s records. Notice of any meeting of the Board of Directors may be waived by any director at any time, by a signed writing, delivered to the Corporation for inclusion in the minutes, either before or after the meeting. Attendance or participation by a director at a meeting unless the director promptly objects to holding the meeting or to the transaction of any business on the grounds that the meeting was not lawfully convened and the director does not thereafter vote for or assent to action taken at the meeting.
4.8 Quorum: A majority of the whole Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business.
4.9 Waiver of Notice: Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.
4.10 Registering Dissent: A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting, before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
4.11 Executive and Other Committees: Standing or special committees may be appointed from its own number by the Board of Directors from time to time and the Board of Directors may from time to time invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by such Board. An Executive Committee may be appointed by resolution passed by a majority of the full Board of Directors. It shall have and exercise all of the authority of the Board of Directors, except in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending sale, lease or exchange or other disposition of all or substantially all the property and assets of the corporation otherwise than in the equal and regular course of business, recommending a voluntary dissolution or a revocation thereof, or amending the Bylaws. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
4.12 Remuneration: No stated salary shall be paid directors, as such, for their service, but by resolution of the Board of Directors. A fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Member of standing or special committees may be allowed like compensation for attending committee meetings.
4.13 Loans: No loans shall be made by the corporation to the directors.
4.14 Action by Directors Without a Meeting: Any action required or which may be taken without a meeting of the directors, or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.
4.15 Action of Directors by Communications Equipment: Any action required or which may be taken at a meeting of directors, or a committee thereof, may be taken by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.
ARTICLE 5
Officer Designations
5.1. The officers of the corporation shall be –
5.1.1 President
5.1.2 Secretary
5.1.3 Treasurer
5.1.4 Trails Director
5.1.5 Deputy Director
5.1.6 Membership Director
5.2 Any two or more offices may be held by the same person, except the offices of President and Secretary.
5.3 President –
Responsibilities:
5.3.1 Preside at all meetings of members and directors.
5.3.2 Have general supervision of the affairs of the corporation
5.3.3 Perform all other duties as are incident to his office or are properly required of him by the Board of Directors.
5.4 Secretary –
Responsibilities:
5.4.1 Issue notices for all meetings
5.4.2 Record and keep the minutes of all meetings
5.4.3 Have charge of the seal and the corporate books
5.4.4 Make such reports and perform other duties as are incident to the office, or are properly required by the Board of Directors
5.4.5 File Annual Corporate Filings and updates as required with the Commonwealth of Massachusetts. Annual Corporate Filings are due November 1 of each year.
5.5 Treasurer –
Responsibilities:
5.5.1 Have the custody of all moneys and securities of the corporation
5.5.2 Keep regular books on accounts
5.5.3 Disburse and collect funds of the corporation in payment of the just demands against the corporation or by the corporation, as may be ordered by the Board of Directors, taking proper vouchers for such disbursements or payments
5.5.4 Render to the Board of Directors from time to time as may be required of him, an account of all his transactions as Treasurer and of the financial conditions to his office or that are properly required of him by the Board of Directors
5.5.5 During an absence or disability of the President, the Treasurer shall serve the role of Executive Vice President, acting on behalf of the President until the vacancy is filled or duties can be resumed
5.5.6 Propose a budget, which shall be approved by the officers via a vote in the first month of the fiscal year
5.5.7 Propose changes to the budget as required throughout the year, which must be approved by the officers before taking effect
5.5.8 Use his or her discretion to review and approve all requested purchases by officers prior to the expenditure of funds, except:
5.5.8.1 Pre-Approved Expenditures
5.5.8.2 Budgeted expenses
5.5.8.3 Emergencies when the president or secretary may, as required, dispense funds directly related to short term problems of immediate need
5.5.8.4 Petty cash expenses, which shall have an annual cap determined in the annual budget
5.5.8.5 The treasurer may motion to adjust the petty cash budget from time to time
5.5.9 Approve or deny any expenses above 25% of the annual petty cash budget (Example: $500 is annual petty cash budget. Any expenditures over $125 would require approval by the Treasurer.)
5.5.10 Ensure all expenditures above $500 are reviewed and approved by the board of directors
5.6 Deputy Director –
Responsibilities:
5.6.1 Performs duties as the board of directors deems necessary or expedient, and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors
5.6.2 Receive cross training in the basic functions of the other offices, to ensure continued functions of the club in the case of a vacancy
5.6.3 During an absence or disability of an officer, with the exception of the President position, the Deputy Director shall assume the responsibilities in the vacant office, acting on behalf of the officer until the vacancy is filled or duties can be resumed
5.7 Trails Director –
Responsibilities:
5.7.1 Trail Run Announcements – Work to establish repeatable templates for future announcements
5.7.2 Utilize our RSVP process to release announcements in advance of events and trail runs
5.7.3 Develop a trail schedule in conjunction with the Board of Directors
5.7.4 Coordinate schedule with landowners or club liaisons for owners or managers and handle all third party land reservations
5.7.5 May be required to get volunteer trail leaders, coordinate meeting times and locations for trail runs as needed
5.7.6 Maintain list of registered and actual participants, ensure completion of waiver and paid dues assessments as needed for trail rides and/or Events
5.7.7 Ensure the Treasurer has completed records to ensure property owners receive donations
5.8 Membership Director –
Responsibilities:
5.8.1 Become familiar with member applications and event software, systems or applications
5.8.2 Review new membership applications
5.8.3 Notify Board of Directors if payment is due on an application
5.8.4 Notify Board of Directors of new and completed membership Applications
5.8.5 Record payment information reported by other officers for PayPal, Check or Cash to mark pending applications as paid
5.8.6 Maintain live document on corporate information systems of active membership list, available to the Board of Directors
5.8.7 Email membership renewal information annually
5.8.9 Assemble, update and distribute online membership benefitsinformation kit. Kits may include: Safety information, club membership(s) in associations, enrollment in member program benefits, sponsor information
5.9 Director(s) –
Responsibilities:
5.9.1 Hold their offices for such terms and exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors
5.10 Delegation – In the case of absence or inability to act of any officer of the corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may select, if the Deputy Director is unable to absorb the responsibilities.
5.11 Vacancies – Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.
5.12 Other Officers – Officers may appoint such other directors-at-large and agents as it shall deem necessary or expedient, whom shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
5.13 Loans – No loans shall be made by the corporation to any officer.
5.14 Removal – Any officer or agent elected or appointed by the Board of Directors or membership may be removed at any time, without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
5.14.1 Failure of execution of responsibilities by an officer or director, as defined in an officer’s job description, shall be reviewed by the board and may be cause for disciplinary action, up to and including dismissal from the board.
5.15 Salaries – The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
ARTICLE 6
Dividends and Finance
6.1 Dividends: Dividends shall not be paid to officers or members, although the club may reimburse for reasonable expenses and services rendered.
6.2 Reserves: Before making any distribution of earned surplus, there may be set aside out of the earned surplus of the corporation such sum or sums as the directors from time to time in their absolute discretion deem expedient dividends, or for maintaining any property of the corporation, or for any other purpose, and earned surplus of any year not set apart until otherwise disposed of by the Board of Directors.
6.3 Depositories: The moneys of the corporation shall be deposited in the name of the corporation in such bank or trust company or trust companies as the Board of Directors shall designate, and shall be drawn out only by check or other order for payment of money signed by such persons and in such manner as may be determined by resolution of the Board of Directors.
ARTICLE 7
Notices
- Notices: Except as may otherwise be required by law, any notice to any member or director may be delivered personally, by email or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his last known address in the records of the corporation, with postage thereon prepaid.
ARTICLE 8
Corporate Seal
- Seal: The corporate seal of the corporation shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by the usage of the officers on behalf of the corporation. The procurement of a corporate seal shall be discretionary only, and is not required.
ARTICLE 9
Books and Records
- Book and Records: The corporation shall keep correct and complete books and records of accounts and shall keep the minutes of the proceedings of its members and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its members, giving the names and addresses of all members. Any books, records, and minutes may be in written form or any other form capable of being converted into written form within a reasonable time.
ARTICLE 10
Special Corporate Acts
10.1 Execution of Written Instruments: Contracts, deeds, documents, and instruments shall be executed by the President alone unless the Board of Directors shall, in a particular situation, designate another procedure for their execution.
10.2 Signing of Checks or Notes: Checks, notes, drafts, and demands for money shall be signed by the Treasurer or officers from time to time designated by the Board of Directors.
10.3 Indemnification of Directors and Officers: The corporation shall indemnify any and all directors or officers or former directors or former officers or any person who may have served at its request as a director or officer of the corporation or of any other corporation in which it is a creditor, against expenses actually or necessarily incurred by them in connection with the defense or settlement of any action, suit, or proceeding brought or threatened in which they, or any of them, are or might be made parties, or a party, by reason of being or having been directors or officers or a director or an officer of the corporation, or of such other corporation. This indemnification shall not apply, however, to matters as to which such director or officer or former director or officer or person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of other rights to which those indemnified may be entitled, under any law, bylaw, agreement, vote of members, or otherwise.
ARTICLE 11
Amendments
11.1 By Members: These Bylaws may be altered, amended or repealed at a Special Strategic Planning Meeting called for to do so.
11.2 By Directors: The Board of Directors shall have the power to make, alter, amend and repeal the Bylaws of this corporation. However any such alteration, amendment, or repeal of the Bylaws, may be changed or repealed by the Contributing Members, as explained in Section 11.1 of these bylaws.
11.3 Emergency Bylaws: The Board of Directors may adopt emergency Bylaws, subject to repeal or change by action of the members, which shall be operative during any emergency in the conduct of business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster.
ARTICLE 12
Membership
12.1 Classes of membership: There shall be four classes of membership in Mohawk 4×4 Adventures.
12.1.1 Officers and Directors
12.1.2 Contributing Members
12.1.3 Honorary Members
12.1.4 Guest Members
12.2 Officers and Directors: Officers are the President, Treasurer and Secretary. Directors are the Trails Director, Deputy Director and Membership Director. These six positions are the Board of Directors. The Board of Directors will have the same requirements, rights and privileges of all member classes, except are exempt from annual club dues.
12.2.1 Newly elected or appointed board members may elect to donate their paid dues for the year or receive a refund, without prejudice to their decision.
12.2.2 All officers, directors and committee members must sign a Mohawk 4×4 Adventures, Inc Conflict of Interest Policy agreement, to be kept on record by the Secretary.
12.3 Contributing Members:
12.3.1 Must be a minimum of 18 years old.
12.3.2 Must be up to date on annual dues payments for renewal and are responsible for completing a membership application each year.
12.3.3 Must own a registered 4×4 vehicle that meets the clubs minimum safety standards for use over legal roads, unimproved terrain and off road obstacles.
12.3.4 Are eligible for voting at the annual meeting and participation during special meetings and the Strategic Planning process.
12.3.5 Must have submitted a liability waiver to an officer, to be recorded by the secretary in the membership records.
12.3.6 Must have had their vehicle inspected by an officer for minimum safety equipment compliance. A record of which will be recorded by the secretary in the membership records.
12.3.7 Contributing Members are required to attend at least one club meeting or educational opportunity per year and one recreational trail ride event.
12.4 Honorary Members:
12.4.1 Honorary members may be voted in by the officers. Member privileges and responsibilities for honorary members may have certain limits at the discretion of the officers.
12.5 Guest Members:
12.5.1 Shall meet the same eligibility requirements as Contributing Members, unless otherwise approved by the Board of Directors
12.5.2 Shall enjoy membership benefits as determined by the Board of Directors, for a period not to exceed 4 days, without approval by the board of directors for the benefit of the club, but not to exceed the scheduled duration of any single event.
12.5.3 Dues shall be fixed at 50% of the club annual dues
12.5.4 Guest Membership dues shall not be applied to annual dues unless the annual dues are paid in full within 30 days
Article 13
- Member Conduct
13.1 Member Conduct: If action or behavior of a member is deemed unacceptable by an officer, a majority vote of the officers is required and discipline may be up to and including expulsion from the club. Membership dues are non-refundable.
Adopted by resolution of the Corporation’s Board of Directors or incorporator on this 22nd Day of March, 2014
Michael W White – Mohawk 4×4 Adventures, Inc: President
W Michael Shook – Mohawk 4×4 Adventures, Inc: Treasurer
Christopher Romeri – Mohawk 4×4 Adventures, Inc: Director
Revisions Adopted by this corporation’s The Board Of Directors on April 15th, 2019.
Michael W White – President
Nicholas Koutsoufis – Treasurer
Lara White – Secretary
John Shaughnessy – Deputy Director
Ben Davis – Trails Director
Ryan Choirniere – Membership Director