Revised 8/15/05

Bylaws of Cherry Capital Paddle America Club, Inc.

Article I: Name

The name of the Corporation is the Cherry Capital Paddle America Club, Inc.

Article II: Purpose

The purpose of the Cherry Capital Paddle America Club, Inc., is to promote the sports of kayaking and canoeing through the sponsorship of educational and recreational events and the publication of a periodic newsletter.

Article III: Affiliation

The Cherry Capital Paddle America Club shall be affiliated with the American Canoe Association, otherwise known as the ACA. All members of the Cherry Capital Paddle America Club shall be members of the ACA.

Article IV: Membership

Section 1. Any person interested in the purposes of the Corporation is eligible for membership.

Section 2. Membership dues shall be payable at the time of application and shall be effective from the date of processing and yearly thereafter.

Section 3. Each member with an ACA number, over the age of eighteen, shall have one vote.

Article V: Meetings of Members

Section 1. The annual meeting of the members of the Corporation for such business as may properly come before it shall be held no earlier than the second week of September nor later than the last week in October of each year at the time and place to be decided by the Board of Directors.

Section 2. Notice of the annual meeting and all other meetings of the members shall be via the newsletter at least fifteen days prior to the date of such meeting.

Section 3. Twenty-five members in good standing shall constitute a quorum at any meeting of the members of the Corporation. In the event a quorum is not present at the meeting, the election shall be submitted to a vote of the general membership.

Article VI: Administrative Structure

Section 1. The property and business affairs of the Corporation shall be under the control of a Board of Directors, hereinafter referred to as the Board, which shall consist of the following eight people: President, Vice President, Secretary, Treasurer, Membership Chair, Outings Chair, Newsletter Editor, and At-Large Director. Each of these Directors shall be elected by the membership at the annual meeting for a term of one year. Whenever a vacancy occurs, a replacement shall be elected by a majority of the Board of Directors. The person so elected shall serve until the next annual meeting, at which time the position shall be opened for election.

Section 2. The duties of the Board of Directors shall be as follows:

  • The President shall preside at all meetings of the members and of the Board and shall coordinate the work of officers and committees.
  • The Vice President shall fulfill the duties of the President when the President is absent.
  • The Secretary shall record and keep records of the proceedings of the Board meetings.
  • The Treasurer shall receive and deposit all moneys of the Corporation and keep an accurate record of receipts and expenditures. The Treasurer shall present a financial statement when requested by the Board and shall make a full report at the annual meeting of the members.
  • The Membership Chair shall keep a current list of all Club members and provide membership reports to the Board as requested.
  • The Outings Chair shall coordinate Club sponsored trips.
  • The Newsletter Editor shall publish a Club newsletter on a schedule the Board determines is appropriate.
  • The At-Large Director shall represent the views of the general membership in all Board discussions.

Section 3. Persons serving as Directors shall do so without compensation for such service, although expenses incurred by the Directors on behalf of the Corporation's activities may be reimbursed to the Directors involved upon proper resolution by the Board.

Section 4. Five members of the Board shall constitute a quorum for the transaction of business.

Section 5. Except as may be otherwise provided herein, all resolutions, appropriations, directions, and other actions of the Board shall be by a majority of those present and constituting a quorum at any Board meeting.

Section 6. For failure to fulfill duties, the Board may remove any Director of the Corporation. Such removal shall require approval by six of the eight Board members.

Section 7. Any Director may resign at any time by giving written notice of such resignation to the Board.

Section 8. Upon dissolution of the club, any funds or other assets remaining shall be distributed to one or more nonprofit organizations established with purposes similar to those of the club and selected by the Board of Directors to be the legal recipient(s) of such funds and other assets. The club may be dissolved only upon recommendation of the Board and with the approval of seventy-five percent (75%) of the membership of the club.

Article VII: Meetings of Board of Directors

Section 1. The call for the regular meetings shall be made in writing. Insofar as possible, the agenda shall be distributed in the call for the meeting. Additional items may be considered at any meeting.

Section 2. Special meetings of the Board may be called by the President at any time and shall be called by the President or another officer upon written request of any three Board members.

Article VIII: Support Positions and Special Committees

Section 1. The Board may establish a number of permanent support positions to help the Club function. Examples of such positions include but are not limited to Webmaster, Safety Chair, Publicity Chair, Mailing Crew, and Clean-Up Coordinator. Members filling these roles are appointed by the Board.

Section 2. Special committees may be created by the Board.

Section 3. These committees shall confine their activities to the purpose for which they were appointed. They shall not have the power to act unless such power is specifically granted.

Article IX: Financial Administration

Section 1. The fiscal year of the corporation shall commence on the first day of January and shall end the thirty-first day of December following.

Section 2. The operating funds of the Corporation shall be accounted for in a general fund, which shall be in the custody of the Treasurer. All checks, drafts, and orders for the payment from this fund shall be signed in the name of the Corporation by the Treasurer or such other officers as the Board may designate for that purpose.

Section 3. The general funds of the Corporation shall come from dues collected from the members. These dues shall pay for the general expenses of the Club and the cost of affiliation with the ACA. The Board of Directors shall set the amount of the dues.

Article X: Amendments

Section 1. A proposal to change the Bylaws may be presented and discussed at any Board meeting. If after discussion, Board members feel that an idea has merit, a proposal to change the Bylaws shall be printed in the newsletter. The members shall be invited to come to the next Board meeting or may contact a Board member to express concerns or support.

Section 2. At a subsequent meeting, the Board shall vote on the amendment. An affirmative vote by six of the eight Board members shall require that the amendment be submitted to a vote of the general membership.