1 BY-LAWS 2 Rochester Area Sports Trail Alliance (RASTA) 3 RASTA Winter & RASTA Summer 4 March 12, 2015 5 Amended January 11, 2016 6 7 8 9 Article I Name and Location 10 11 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. 12 13 RASTA shall be a chapter and /or local club of the Catamount Trail Association (CTA) for all winter sports related activities. 14 15 RASTA shall be a chapter and /or local club of the Vermont Mountain Bike Association (VMBA) for all Mountain bike related activities. 16 17 Article II Purposes 18 19 20 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. 21 22 The organization is organized exclusively for charitable purposes under VMBA’s and CTA’s 501(c)(3) status to: 23 24 25 26 27 28 29 30 31 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. Page 1 32 33 34 35 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. 36 37 38 Article III Membership 39 Section 3.1 Membership: 40 41 42 43 44 45 46 47 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. 48 49 50 Article IV Officers 51 Section 4.1 Number of Officers: 52 53 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. 54 Section 4.2 Elections and Terms: 55 56 57 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. 58 A vacancy in any office may be filled by a majority vote of RASTA members at a duly warned meeting. 59 Section 4.3 Duties of Officers 60 61 62 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. 63 Section 4.4 President Page 2 64 65 66 67 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. 68 Section 4.5 Vice-President 69 70 71 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. 72 Section 4.6 Representative and Alternate Representative 73 74 A Representative and Alternate Representative shall be elected to represent RASTA on the appropriate committees at CTA and VMBA 75 Section 4.7 Secretary 76 77 78 79 80 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. 81 Section 4.8 Treasurer 82 83 84 85 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. 86 Section 4.9 Membership Coordinator 87 88 89 90 91 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. 92 93 Article V Committees 94 Section 5.1 Executive Committee Page 3 95 96 97 The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, Membership Coordinator, Representative and Alternate Representative, and shall include other appointed Officers. 98 99 Special Committees of at least 3 members may be appointed by the President or the Executive Committee as needed. 100 101 102 103 Article VI Appointed Officers The Executive Committee may appoint additional Officers to serve for one-year terms as appropriate. 104 105 106 Article VII Compensation 107 Section 7.1 Compensation 108 109 110 111 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. 112 113 114 Article VII Meeting 115 116 117 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. 118 119 120 121 122 123 124 125 126 127 128 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. Page 4 129 130 131 132 133 134 135 136 137 138 139 140 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. 141 142 143 144 145 146 147 148 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. 149 150 151 Article XII Precedence 152 153 154 155 156 157 158 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. Page 5 159 ADOPTION OF BY-LAWS 160 161 162 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 ___________________. 163 Dated: ____________________________ 164 165 Printed Names: Signatures: _________________________________________ _______________________________________ _________________________________________ _______________________________________ _________________________________________ _______________________________________ _________________________________________ _______________________________________ _________________________________________ _______________________________________ 166 167 168 169 170 171 172 173 174 175 Page 6