SLAGA Geocaching Organization Bylaws
Article I - Name and Purpose
Section 1. Name
The name of the organization is the St. Louis Area Geocachers Association, hereafter known as SLAGA.
Section 2. Organization
The organization shall be of type 501(c)(7) of the Internal Revenue Code.
Section 3. Fiscal Year
The fiscal year of the organization shall be July 1 to June 30.
Section 4. Purpose
The purposes for which the organization is formed are as follows:
SLAGA shall exist as a not-for-profit social organization, formed to promote the family-oriented activity of geocaching through a central web site, workshops, newsletters and information displays, while encouraging responsible stewardship of public lands through cooperation with land managers.
Section 5. Not-for-Profit
The organization shall be a Type (c)(7) corporation pursuant to Section 201 of the Not-for-Profit Corporation Law.
Section 6. SLAGA Territory Definition
The target membership of SLAGA are those geocachers who live in an area around St. Louis, Missouri. SLAGA Territory is defined as the area insides the boundary of an imaginary circle with a diameter of 100 miles from a center point located in the vicinity of the area code of 63025. This area encapsulate much of the area where our members live and spend their time hunting for caches.
Section 7. Office
The office of the organization is to be located within SLAGA Territory (See Article I – Section 5).
Article II – Membership
Section 1. Eligibility
Any individual who agrees to register a current and active email address with the Organization, and agrees to abide by the bylaws and rules of the Organization. Restrictions apply to minors under the age of 18 (See Article II – Section 2).
Section 2. Membership Types
An Individual Membership refers to one, individual person who fits the eligibility requirements and is 18 years of age, or older.
A Household Membership refers to two or more individuals living within the same household who want to be members of the Organization, and of which one must be 18 years of age, or older.
Section 3. Membership Sub-Types
· An Individual Membership that does not pay dues is an Individual Standard Membership.
· An individual Membership that pays dues is an Individual Premium Membership.
· A Household Membership that does not pay dues is a Household Standard Membership.
· A Household Membership that pays dues is a Household Premium Membership.
Section 4. Member Information
Each applicant for membership shall be required to register online on the SLAGA website, thereby providing the Organization with enough information to uniquely identify them within the Organization and to contact them by email with information about Organization events and their membership. Once the applicant has provided the required information and the Organization has received initial payment of dues (Premium Memberships only), the applicant(s) will be contacted by email by SLAGA Membership Administration with their membership status. At that point, the applicant shall be considered a member of SLAGA. For a Household Membership, each applicant filing for membership must fill out the application form, but only one annual payment of dues is required to cover membership (Premium Memberships only).
Section 5. Change in Membership Eligibility
If an Individual or Household Membership fails to meet eligibility, their membership is canceled at a time determined by the Board of Directors. This includes cancellation due to disciplinary action (See Article XI - Disciplinary Action). Any dues paid by a Premium Membership are not refundable.
Section 6. Membership Cancellation
An Individual Membership or Household Membership may be canceled by a member at any time by formally contacting Membership Administration by US post office mail or email. Membership Administration will acknowledge the contact using the same contact mechanism and let the member know the date that membership and all associated benefits will be canceled. Any dues paid by a Premium Membership are not refundable.
Section 7. Annual Dues
Details regarding the schedule and amount of annual dues will be published on the public Organization web site.
Section 8. Premium Membership Benefits
Benefits provided are determined at the discretion of the Board of Directors. Details of these benefits will be published on the public Organization web site. Changes to benefits will be communicated to existing members (via email) and the general public (via the public web site), at least 30 days prior to the time the change is implemented, if possible. Benefits to members of a Household Premium Membership who are under the age of 18 are not allowed if prohibited by law.
Section 9. General Membership Voting
When voting on an issue is required by the general Organization membership, such as election of officers, an Individual Membership has one vote; each member of a Household Membership 18 years of age or order, has one vote. Only members living within SLAGA Territory (Article I – Section 6) are eligible to vote.
Article III - Board of Directors
Section 1. General Duties
A Board of Directors shall govern the management and administration of the affairs of SLAGA. The Board of Directors is responsible for setting policy and governing the organization. It holds the power to conduct business and delegate that power as needed to an agent of the Board of Directors.
Section 2. Term of Office
The members of the Board of Directors will serve a one year term. The term of office shall be set from the time of election at the SLAGA Fall Picnic, until the SLAGA Fall Picnic in the subsequent year. There shall be no established term limits. Candidates may serve as long as the membership continues to elect them, or they are removed (See Article III, Section 10).
Section 3. Eligibility
Anyone who fits member eligibility (See Article II - Section 1) can run for a Board of Director position.
Section 4. Nominations
Nominations for the next year’s Board of Directors begins during the annual general membership meeting during the SLAGA Spring Picnic. Any member may nominate another member, or self-nominate themselves for office. Nominations will be finalized at least one month prior to the annual SLAGA Fall Picnic providing sufficient time for the final list of nominees to be emailed to the membership and published on the web site prior to the election. In the event that no qualified members have been nominated for a position, the Board of Directors may nominate a suitable member to fill that position. An individual may only accept the nomination for one elected office for any election. If an individual is nominated for multiple offices, they may choose the office they are willing to run for.
Section 5. Elections
Board of Directors members are elected by members before the annual SLAGA Fall Picnic. Once nominations are finalized, a ballot will be created with all members accepting nominations. This ballot will be mailed electronically to all active SLAGA members. The membership must vote electronically by sending their completed ballot to a provided email address. Votes will be compiled under the supervision of at least two SLAGA members not running for a contested office (ie. An officer running unopposed or no longer running for an office may help count the votes). The first vote submitted by a member will be the only one counted. Members will not be allowed to change their vote and any subsequent ballots will be ignored. Voting will be closed one week prior to the Fall Picnic. The membership will be notified electronically of the results prior to the SLAGA Fall Picnic. In the event of a tie, the Board of Directors will serve as tiebreaker.
Section 6. Positions
· Vice President
· Vice President
Section 7. Position Duties
The President Shall:
· Provide the direction and leadership required to achieve the annual objectives set by the Board of Directors.
· Track the status of all annual objectives and meet with the Board of Directors to review progress and adjust objectives.
· Be ultimately responsible for the success or failure of all SLAGA initiatives.
· Preside at all meetings of the Board of Directors and Organization.
· Shall have the duties and powers assigned according to Robert's Rules of Order in addition to those particularly specified in these bylaws.
· Sign contracts and agreements on behalf of SLAGA.
The Vice Presidents Shall:
· Perform the duties of President in his/her absence.
· Make arrangements for scheduling meeting dates and locations.
· Oversee the Fundraising Committee and any other ad-hoc committees formed during the business year.
· Coordinate the organization and scheduling of training classes and events.
· Maintain the SLAGA calendar in a timely manner.
· Handle other duties as assigned by the President.
The Treasurer Shall:
· Be responsible for all income and expenses.
· Keep accurate financial records.
· Make timely deposits of all monies received.
· Pay duly authorized expenses.
· Make available financial records to SLAGA for inspection and audit.
· Make an annual report to the members at the SLAGA Spring picnic.
· Recommend a budget to the Board of Directors.
· Make sure all taxes are filed.
· Make sure all State and Federal Incorporation papers are files in a timely manner to insure continued incorporation.
· Handle other duties as assigned by the President.
The Secretary Shall:
· Record minutes of all meetings and make them available in a secure location on the internet for access by the other Board of Directors.
· Maintain a file of legal documents.
· Record and receive all copies of contracts and agreements consummated by SLAGA.
· Provide written notice of the date, time, and location of meetings to the membership at least two weeks prior to the meetings, including, as needed, notice of elections.
· Produce a list of active members and/or officers when requested.
· Conduct and respond to correspondence as required.
· Work with the Treasurer to complete and file all tax and other forms as necessary to remain in compliance with nonprofit status.
· Maintain an inventory of SLAGA property and coordinate the reorder of such inventoried items as necessary to insure adequate materials are available at events and functions.
· Respond to all email inquiries directed to the SLAGA organization.
· Handle other duties as assigned from the President.
Section 8. Quorum
Quorum for the Board of Directors will be set at a two thirds majority.
Section 9. Board of Director Member Activity
Board of Director Members are required to attend 75% of business meetings. Any Board of Director member not meeting this requirement may be asked to leave the Board of Directors.
Section 10. Removal
A Board of Director member may ask to be removed from the Board of Directors, or they may be asked to leave by the existing Board of Directors. Board of Director members may be removed by a two-thirds vote of the members of the Board of Directors. Examples of conditions under which a Board of Director member may be removed include, but are not limited to, breach of confidentiality, failure to disclose a conflict of interest, failure to exercise the duties of a Board of Directors member, or failing to attend 75% of Board of Directors meetings. The Board of Directors member in question is not eligible to vote in their own dismissal, regardless of the situation in which they are leaving.
Section 11. Vacancies
Any vacancies occurring among the Board of Directors shall be filled until the next annual election, at the discretion and decision of the Board of Directors; except that the Vice Presidents shall automatically share the vacancy in the office of President.
Section 12. Voting
All members of the Board of Directors shall have one (1) vote per member. Unless otherwise indicated, Board of Directors resolutions require a simple majority of quorum. In the event of a tie, the President’s vote will serve as tiebreaker. Board of Directors business that requires a vote may be conducted via telephone or electronic means for issues that require immediate action, provided that a reasonable attempt is made to notify all Board of Directors members of the vote.
Section 13. Compensation
Members of the Board of Directors shall not be compensated for their service except for reimbursement of reasonable expenses. Members of the Board of Directors will receive the same benefits available to a Premium Membership for the term of their service.
Article IV – Board of Directors Appointments
Section 1. Selection of Appointments
The Board of Directors will select these appointments, as necessary, via a quorum. They will report directly to the Board of Directors. They may or may not be Paying Members. Appointments are not voting members of the Board of Directors.
Section 2. Term limits
Appointees may remain in their position until they choose to step down, prove they are no longer capable of managing their duties, or are voted out for any reason by the standing Board of Directors, via a quorum.
Section 3. Compensation
Appointees shall not be compensated for their service except for reimbursement of reasonable expenses. Appointees will receive the same benefits available to a Premium Membership for the term of their service.
Section 4. Advisor
An Advisor offers advice and solutions to the Board of Directors. Multiple advisors can be appointed. Duties:
· Attend Board of Director meetings, when possible
· Offer advice throughout the year
Section 5. Website Manager
Administers the SLAGA web site. Multiple managers can be appointed. Duties:
· Work with the treasurer to make sure that web hosting fees and domain name fees are paid in full and on time.
· Work with content providers to make it easy for them to publish information
· Work with Membership Administration to maintain the membership database and provide email blasts when necessary to contact all members
Section 6. Membership Administration
Manage the membership database. Multiple administrators can be appointed. Duties:
· Review data in on-line member applications.
· Update member records in the database as necessary.
· Send an email confirmation to new members, once they are approved
Article V - Meetings
Section 1. Board of Director Meetings
Board of Director meetings will be held a minimum of once a year. Any Board of Directors member may call a special meeting, which will be held pending the availability of the Board of Directors members. Members will be notified of meetings via e-mail, telephone, or face-to-face discussions.
Section 2. General Membership Meetings
Two General Membership Meetings will be held annually. The first is during the SLAGA Spring Picnic. The second is during the SLAGA Fall Picnic. A specific time and length of the meeting will be published prior, as well as at the picnic events, themselves. All members and interested parties are invited to attend and participate in the meetings.
Article VI - Committees
Section 1. Committees
The Board of Directors may appoint standing or temporary committees to advance the work of SLAGA. Such committees shall always be subject to the final authority of the Board of Directors.
Selection of Committees. Any member may volunteer for a committee. They will apply to the Board of Directors who will then select members to serve on a particular committee.
Selection of Committee Chairs. The Committee members will self-elect a chair.
Article VII - Allocation of Funds
The approval of the Board of Directors is necessary for the allocation of any funds from the Association treasury.
Article VIII - Logo
The logo is a trademark of SLAGA, usage rights are given to members for any personal and non-commercial purpose. Any other use of the SLAGA logo is prohibited in any manner, except as approved by the Board of Directors.
Article IX - Bylaws
The Board of Directors will be solely responsible for the bylaws of SLAGA. The Board of Directors may adopt, amend, or repeal the bylaws with a two-thirds vote of approval. Any bylaw changes to the election rules will not take effect until after the next elected Board of Directors have taken office.
The Bylaws will be reviewed each year to insure that they still meet the requirement of the organization.
Article X - Non-Discrimination Clause
SLAGA shall not discriminate against people on the basis of race, color, sex, religion, national origin, age, disability, sexual orientation, or any legally protected characteristic.
Article XI - Disciplinary Action
As determined by the Board of Directors, any member whose actions are deemed to run counter to the best interests of SLAGA shall be subject to disciplinary action. Any action taken shall be with a two-thirds vote of the Board of Directors. Disciplinary actions that may be taken include removal from the Board of Directors or revocation of an individual's membership.
Should the Board of Directors feel that disciplinary action is necessary; the Board of Directors will schedule a vote and contact the member to be disciplined to ensure that the member can have an opportunity to speak in his or her defense if he or she chooses.
Article XII - Dissolution
Dissolution of SLAGA may occur by a two-thirds vote of the Board of Directors. In the event of dissolution, all remaining assets, if any, shall be transferred the National Children’s Cancer Society.
Article XIII - Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern SLAGA in all cases in which they are not inconsistent with these bylaws and any other special rules of order the Organization may adopt.
Article XIV - Statement of Conflict of Interest
All SLAGA Board of Directors, Executive Committee, and members shall avoid any conflict between their individual, professional, or business interests and the interests of SLAGA. Upon any deemed conflict of interest by a member, notice shall be given to the Board of Directors and that member shall then refrain from discussing or voting on any related issue.
Revision Date: August 8th, 2007
2005-2006 © Copyright St. Louis Area Geocachers Association - All rights reserved
Last Updated (Tuesday, 04 May 2010 11:20)