RASTA Bylaws Draft 01_11_2016 - RASTA – Rochester Area Sports

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BY-LAWS
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Rochester Area Sports Trail Alliance (RASTA)
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RASTA Winter & RASTA Summer
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March 12, 2015
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Amended January 11, 2016
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Article I
Name and Location
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The name of this organization shall be The Rochester Area Sports Trail Alliance (RASTA). The organization
shall have no principal office, and shall meet at various places within and around central Vermont.
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RASTA shall be a chapter and /or local club of the Catamount Trail Association (CTA) for all winter sports
related activities.
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RASTA shall be a chapter and /or local club of the Vermont Mountain Bike Association (VMBA) for all
Mountain bike related activities.
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Article II
Purposes
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The Mission of Rochester Area Sport Trail Alliance is to provide safe and sustainable multiple use trails
and backcountry ski/ride zones, herein referred to as “glades”, for the enjoyment of area residents and
visitors.
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The organization is organized exclusively for charitable purposes under VMBA’s and CTA’s 501(c)(3)
status to:
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Serve as a voice for those who value access to non-motorized recreation opportunities in central
Vermont.
Promote self-propelled, four season recreation such as backcountry skiing and riding, snow-shoeing,
hiking, running and mountain biking on public and private lands by maintaining trails, glades and
trail access in ecologically responsible manner.
Promote environmental awareness and responsible trail use
Assist, where requested or appropriate, through information gathering, education and public service
in the management of glades and trails. This may include fundraising and applying for and
administering grants in support of this purpose.
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Notwithstanding any other provision of these Bylaws, no Member, Trustee, Officer, employee, or
representative of RASTA shall take any action or engage in any activity by or on behalf of the
organization not permitted by an organization exempt under Section 501 (c)(3) of the Internal Revenue
Code (the “Code”) or any corresponding provision of any future federal tax code.
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Article III
Membership
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Section 3.1 Membership:
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Any person may become a voting member of RASTA upon application to CTA for “Winter Membership”
and/or upon application to VMBA for “Summer Membership” and specifying RASTA as their local “club,”
and payment of the appropriate dues. “Winter Membership” dues are payable to the CTA and
“Summer-Membership” dues are payable to VMBA.
Each individual member shall have one vote on each matter presented to the members for a vote and
the outcome determined by majority, unless a different proportion is required by law or these Bylaws.
Family membership shall entitle holders to two votes.
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Article IV
Officers
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Section 4.1 Number of Officers:
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The affairs of the organization shall be managed by the Officers. At the last monthly meeting of the
calendar year Officers shall be elected to serve as described below.
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Section 4.2 Elections and Terms:
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A full term for Officers, except the Representative and Alternate Representative, shall be one year. All
Officers shall serve until a successor shall have been duly elected, or until death, resignation or removal
by a majority vote of the members present at an annual meeting or a warned special meeting.
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A vacancy in any office may be filled by a majority vote of RASTA members at a duly warned meeting.
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Section 4.3 Duties of Officers
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The Officers shall be: a President, Vice-President, Secretary, Treasurer, Membership Coordinator, and
Representative and Alternate Representative to CTA and VMBA. A single individual may hold up to two
offices, but the offices of secretary and president must be held by different members.
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Section 4.4 President
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The President shall be the principal executive Officer of the organization who shall, when present,
preside at all meetings. Between meetings, the President is empowered to make decisions for the
organization consistent with the organization’s mission. The President will immediately inform the
other Officers by e-mail or paper of any significant decision.
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Section 4.5 Vice-President
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In the absence of the President the Vice-President shall perform the duties of the President. The
President may assign duties to the Vice-President. The Vice-President shall keep a record of the names
and addresses of all members of the organization.
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Section 4.6 Representative and Alternate Representative
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A Representative and Alternate Representative shall be elected to represent RASTA on the appropriate
committees at CTA and VMBA
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Section 4.7 Secretary
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The Secretary of the organization shall record all votes and proceedings of the organization in a record
book, which shall always be available for inspection and copying by members of the organization. The
Secretary shall perform all duties incident to the Office of Secretary from time to time as shall be
appropriate or assigned to the secretary by the President. The Secretary shall keep record of the names
of members attending each meeting.
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Section 4.8 Treasurer
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The Treasurer shall receive and disburse funds on behalf of the organization, keeping accurate accounts
of all receipts and disbursements in books belonging to the organization, which shall at all times be
available to CTA, VMBA, and members of the organization for inspection and copying. The
organization’s funds shall be kept in an account naming the treasurer as trustee for the organization.
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Section 4.9 Membership Coordinator
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The membership coordinator is responsible for maintaining membership records and keeping officers
aware of new members, renewals, and correct addresses. This shall be made possible through close
cooperation with the CTA and VMBA membership offices. The membership chairperson's work may
include recruiting and welcoming new members and helping to facilitate membership mailings and
events.
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Article V
Committees
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Section 5.1 Executive Committee
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The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer,
Membership Coordinator, Representative and Alternate Representative, and shall include other
appointed Officers.
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Special Committees of at least 3 members may be appointed by the President or the Executive
Committee as needed.
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Article VI
Appointed Officers
The Executive Committee may appoint additional Officers to serve for one-year terms as appropriate.
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Article VII
Compensation
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Section 7.1 Compensation
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No Officer shall be paid any salary or compensation for services to the organization. The executive
committee shall have the authority, however, to pay members, Officers, or employees reasonable
compensation for bona fide services rendered for the RASTA and to reimburse members, Officers, or
employees for reasonable expenses actually incurred for the benefit of RASTA.
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Article VII
Meeting
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Regular meetings of the organization’s membership shall be held at a time and place determined by the
President. At the last meeting of the calendar year, Officers shall be elected to serve as described
above.
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Article IX
Fiscal Year, Dues and Grants
The fiscal year shall be the calendar year. Membership dues are for the membership year in which they
are paid, based on the membership cycles established by CTA and VMBA. The Annual Membership fee
for RASTA-Winter and RASTA-Summer Memberships shall be established by CTA and VMBA respectively.
Members and non-members may from time to time make additional donations to the organization,
paying the same to the treasurer as trustee for the organization.
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On approval of the Executive Committee, RASTA may be a co-applicant with CTA or VMBA for grants
from any and all sources requiring non-profit status, to be used in the furtherance of its purposes.
RASTA may directly apply for and accept grants not requiring 501.c.3 non-profit status. No, Officer, or
other person exercising supervisory power in the organization, or any of their close relatives can
individually benefit from the receipt of grant funds or donations.
Article X
Amendment of By-Laws
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a two-thirds
vote of the voting members present at any duly noticed special or annual meeting of the organization.
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Article XI
Dissolution of the Organization
The organization may be dissolved by a majority vote of the members at a duly warned meeting. All of
the organization debt and liabilities, to the extent of the organization’s remaining assets, must be paid
for or provided for. The remaining assets shall distributed to an exempt organization under section
501(c)(3) of the IRS code, and which has goals and objectives comparable to the goals and objectives of
the organization, as set forth in these Bylaws.
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Article XII
Precedence
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RASTA shall abide by the by-laws of the CTA. In the case of conflict of any article or part of RASTA’s bylaws with the by-laws of the CTA, the respective part of the CTA’s by-law shall take precedence. The
RASTA Executive Committee shall take steps to discuss with the CTA any conflicting articles and parts of
RASTA’s by-laws, and seek appropriate amendments by the next annual meeting after the conflict has
been recognized.
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ADOPTION OF BY-LAWS
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We, the undersigned, are all of the Officers of this organization, and we consent to, and hereby do,
adopt the foregoing bylaws, consisting of ____ preceding pages, as the bylaws of this organization as
amended by a 2/3 majority vote of the members at a special meeting held on ___________________.
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Dated: ____________________________
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Printed Names:
Signatures:
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