Hawaiian Trail & Mountain Club

Legal

Bylaws

HAWAIIAN TRAIL AND MOUNTAIN CLUB BYLAWS
April 4, 2016

ARTICLE I: NAME
The name of this organization shall be the Hawaiian Trail and Mountain Club.

ARTICLE II: PURPOSE
The purpose of this organization shall be to preserve, to stimulate an interest in, and to familiarize its members and guests with, Hawaii’s forest and mountainous areas , and with places of scenic, scientific, and historical interest; to promote their protection and preservation and an awareness of responsibility for good conservation practices; to encourage hiking, camping, mountain climbing, and other outdoor activities and the spirit of good fellowship among its members and guests, and to enlist the cooperation of individuals, private concerns, and government agencies in carrying forward these activities.

ARTICLE III: MEMBERSHIP

1. Any person at least eighteen years of age and interested in the objectives of this club is eligible for full membership as provided in these bylaws. Members’ children under eighteen years of age may apply for junior membership.

2. Members shall be classified as regular, associate, junior, and honorary.

3. Regular Member: Applicant must have completed within the twelve (12) months preceding the date of application one of the following requirements:

a. three scheduled club hikes
b. two scheduled club hikes and one scheduled club trail maintenance event
c. one scheduled club hike and two scheduled club trail maintenance events.

4. Associate Member: Applicant must within the twelve (12) months preceding the date of application have participated in at least three club functions, or in one club function and show proof of current membership in another outdoor club.

5. Honorary Member: The Board of Directors may confer a twelve (12)-month membership on any non-member who has given special service to the club.

6. Privileges:
All members enjoy the same privileges, except that honorary and associate members are not entitled to vote, hold office, or endorse membership applications.

7. Obligations:

A. Regular and associate members shall either pay annual dues or make a single lifetime payment, as set forth in Article IV.
B. Honorary members shall pay no dues.
C. Regular and associate members whose dues are not paid by March 1 in any given year automatically forfeit membership.

8. Election to Membership:

A. Candidates for membership file with the Membership Committee an application endorsed by two regular members accompanied by the prescribed dues.
B. The Membership Committee reviews the application and recommends or not recommends to the Board that the applicant be admitted to membership.
C. The Board of Directors may, by majority vote, admit the applicant to membership.
D. Associate members who wish to become regular members must satisfy the requirements set forth in Section 3 and apply for regular membership as set forth in Section 8 A.

9. Suspension and Expulsion:

A. A member may be expelled from the club by a three-fourths vote at an annual or special meeting provided that a formal written complaint against that member has been endorsed by five (5) members and delivered to the Board of Directors. At least fifteen (15) days prior to the annual or special meeting, the member must be served with a copy of the complaint and the membership must be notified of the meeting as set forth in Article VII, Section 3..
B. A member’s privileges, except for the right to seek redress or vote (if a regular member), may be suspended for up to six months by the Board of Directors.

10. A person who forfeits membership because of non-payment of dues may be reinstated upon payment of full (non-prorated) dues for the current year, provided that not more than 3 years have elapsed since January 1st of the year of forfeiture. Reinstatement requests are reviewed by the Membership Committee and forwarded to the Board of Directors for action. After 3 years, application for membership must be made as set forth in Sections 3, 4, and 8 above.

11. All members have the right to examine the club records and to attend meetings of the Board of Directors, at which they may be asked to participate in discussions but are not eligible to vote.

ARTICLE IV: FINANCES

1. Dues

A. The annual dues for regular and associate members shall be determined by the Board of Directors annually at its September meeting except as set forth in paragraphs C and D below.
B. A single lifetime payment for a regular or associate member shall be twenty (20) times the full annual dues; however, a regular or associate member who has paid annual membership dues for at least ten (10) years may acquire a lifetime membership by paying ten (10) times the full annual dues.
C. Regular and associate members living at the same address in a family or partner relationship may pay as follows: One member pays full annual dues (or makes a single lifetime payment) and each additional member pays annual dues.
D. In recognition of outstanding service to the club, permanent exemption from annual dues may be conferred upon any regular member, provided that he or she has been a regular member for at least 15 years, by a three-fourths vote at any annual meeting.

2. Dues for members elected to membership between April 1 and December 31 shall be prorated quarterly.

3. The fiscal year shall be January 1 to December 31 inclusive.

4. The club shall maintain a general operating fund, which shall be managed by the Board of Directors (see Article V, Section 8-C).

5. The membership or the Board of Directors may establish and define special-purpose funds separate from the operating fund for club-related activities such as, but not limited to, clubhouse maintenance, clubhouse replacement, trail construction, education, conservation, and endowment.

6. Special-purpose funds created by the Board of Directors must be ratified by the membership at the next annual meeting, or at a special meeting called for that purpose. Special-purpose funds created or ratified by the membership can be modified or dissolved only by the membership.

ARTICLE V: BOARD OF DIRECTORS

1. The Board of Directors shall consist of no more than nine (9) and no fewer than seven (7) members. A Director’s term of office shall be three (3) years or until a successor is elected. Three (3) directors shall be elected each year at the annual meeting, provided that there are sufficient candidates.. Election shall be by plurality vote, by ballot. New directors shall assume their duties at the first board meeting after the annual meeting.

2. If any director is absent from three (3) consecutive meetings of the Board, or from five (5) meetings in any 12-month period, the Board shall vote on whether to remove or retain that Director. If a majority of the Directors vote for removal, the Board shall temporarily fill the vacancy pursuant to Section 8 A below. At the next annual meeting, a director shall be elected to fill the remainder of the term. The former director is eligible to re-fill the position.

3. If there is only one (1) nominee for an office, the presiding officer shall instruct the secretary to cast the elective ballot for the nominee.

4. At its first regular meeting following the annual meeting, the Board shall elect and appoint the club officers and appoint the standing committee chairs. Elected officers shall consist of a president, vice-president, recording secretary, treasurer, and accountant. Appointed officers shall consist of hike coordinators. The hike coordinators, secretary, and accountant need not be members of the Board, but must be members of the club. Hike coordinators and standing committee chairs may be appointed or removed as needed at any subsequent meeting of the Board.

5. A simple majority of the members of the Board shall constitute a quorum for the transaction of business.

6. Regular meetings of the Board shall be held once a month, at a time and place to be designated by the Board.
The Board may choose to allow no more than two members at any regular or special Board meeting to be present via electronic means, provided that both voice and image contact are provided.

7. Special meetings of the Board may be called at any time by the president provided that all directors are notified in advance.

8. The Board of Directors shall

A. Within sixty (60) days fill any vacancy in an elective office, the term of which shall end at the next annual meeting;
B. Set up standing rules governing activities of the club and have power and authority over affairs of the club in the interim between annual meetings. Such standing rules and decisions of the Board shall be subject to the action of the club and none of the acts of the Board shall be in conflict with the bylaws or with any action taken by the membership;
C. Have the power to incur all operating expenses, provided that such expenses or liabilities do not exceed the current income; provided also that no single expenditure shall be made in excess of two thousand (2000) dollars without the approval of the membership, except as provided in Article VI, Section 5-C, or for an emergency expense for which there is not enough time to call a membership meeting;
D. Have the power to make monetary donations to other organizations, provided that no single donation is made in excess of one thousand (1000) dollars, without the approval of the membership.

9. Any action of the Board may be submitted to the membership for ratification, amendment, or rejection at an annual meeting or at a special meeting called (pursuant to Article VII) for that purpose.

ARTICLE VI: DUTIES OF OFFICERS

1. The president shall

A. Preside at all meetings of the club and Board of Directors;
B. Sign, with the treasurer, all warrants for the disbursement of money, and sign all other documents authorized by the club;
C. Appoint an auditor at least two (2) months before the annual meeting, who shall audit the records of the treasurer and shall submit a written report at the annual meeting immediately following the treasurer’s annual report;
D. Be a non-voting member ex officio of all committees.

2. The vice president shall assume the duties of the president in the absence of, and when directed by, the president and shall, in the absence of the treasurer, countersign, with the president, checks for authorized expenditures.

3. The recording secretary shall

A. Record the proceedings of the club and Board of Directors and post them on-line;
B. Receive and file all hard-copy reports of the club officers and committee chairs;C. Obtain from the membership chair a list of current members and distribute electronic copies to the membership before the end of April each year;
D. Distribute electronically to members the minutes of the previous year’s annual meeting at least fifteen (15) days before the current annual meeting;.
E. Notify the membership at least fifteen (15) days in advance of any special meeting called in accordance with Article VII, Section 3;
F. Be the authorized secretary of the corporation.

4. The treasurer shall

A. Have charge of all club funds;
B. Have custody jointly with the president and vice president of the club’s bank lockbox;
C. Disburse funds only with the approval of the Board of Directors, or the membership, except to make prompt payment of recurring and mandatory bills;
D. Countersign with the president or the vice president all checks for authorized expenditures except as provided in Article VI, Section 2;
E. Receive all bills to be paid with club funds and, when paid, furnish the accountant with a record of such payments;
F. Submit a financial report at each Board meeting and at the annual meeting;
G. Maintain a historical record of all actions pertaining to special-purpose funds.

6. The accountant shall

A. Attend meetings of the Board and membership;
B. Ensure the prompt deposit of all incoming funds into the appropriate club account;
C. Receive from the treasurer an account of all amounts paid with club funds;
D. Record all funds received and all payments in a ledger;
E. Preserve all financial records of the club for audit and for four (4) years thereafter, except as directed by the Board;
F. Be responsible for the keys to the club’s post office box and distribute the mail to the appropriate club officials in a timely manner.

7. Hike coordinators shall

A. Assemble hikers at the designated meeting places, give directions to the trailheads, and provide a short description of the hike routes;
B. Inform hikers of the club’s hiking policies and procedures;
C. Determine and announce a turn-around time;
D. Require that all hikers sign the club Policies, Procedures and Waiver Form, include their telephone and vehicle license plate numbers, and sign any other waivers or permissions as necessary;
E. Collect any donations from guest hikers and submit them to the treasurer;
F. Report to the Trails Committee concerning the hike, including any unusual circumstances or concerns.

8. Outgoing elected officers shall deliver to their successors all electronic and hard-copy records, books, documents, and any property belonging to the club immediately after the election of officers.

9. Each elected officer and standing committee chair shall submit a written report for the annual meeting.

ARTICLE VII: MEETINGS

1. The annual meeting of the general membership shall be held on the first Sunday of April, unless otherwise directed by the Board; and shall be for the purpose of elections, receiving reports of the officers and committees, and for any other business that may arise.
2. Unless suspended by a two-thirds vote, the order of business at the annual meeting shall be

1. Annual report of officers
2. Report of auditing committee (after treasurer’s report)
3. Annual reports of standing committees
4. Reports of special committees
5. Unfinished business
6. New business
7. Elections

3. Special meetings of the general membership shall be called by the president at the request of the Board of Directors or any fifteen (15) members. No other business may be considered except that business provided for in the call. Such special meetings shall be convened no later than thirty (30) days after the request has been delivered to the Board of Directors, and the membership shall be notified electronically at least fifteen (15) days in advance of the special meeting.

4. Twenty-five (25) regular members present at any meeting of the general membership shall constitute a quorum for the transaction of business.

ARTICLE VIII: COMMITTEES

1. Committees serve under the authority of the Board of Directors.

2. The acts and decisions of committees shall not be in conflict with the bylaws or the standing rules and may be revoked by the Board.

3. Committee chairs shall select their committee members.

4. Committee meetings shall be open to all club members.

5. Upon relinquishing the chair of a committee, the outgoing chair shall deliver to the Board of Directors any electronic and hard-copy records, books, documents or other club property pertaining to that position.

6. Standing Committees

A. The Schedule Committee shall provide a schedule of hikes and campouts for electronic distribution to the membership and public relations recipients.
B. The Trails Committee shall provide a pool of trained hike coordinators to conduct hikes and campouts; propose hiking events to the Schedule Committee; arrange hike coordinators for hikes and campouts; secure permission as needed for hikes and campouts; receive from the hike coordinators all reports concerning hikes and campouts; provide to the accountant a list of participants for each hike and campout, together with any donations collected; maintain historical data on hikes, campouts, and coordinators.
C. The Entertainment Committee shall prepare programs for social affairs and shall collect any charges that may be made for such entertainment.
D. The Books and Records Committee shall oversee and manage the club’s digitalized and hard-copy collection of books, maps, photographs, historical records, and related media, and shall maintain a record of the club’s activities.
E. The Public Relations Committee shall provide the media with information concerning the club’s activities and shall take other actions to improve the public relations of the club.
F. The Clubhouse Committee shall supervise the clubhouse resident, monitor clubhouse use, and oversee the collection of all clubhouse fees.
G. The Membership Committee shall promote and arrange for new members; receive all applications for membership; evaluate the qualifications as required in Article III, Sections 3 and 4; notify new members of their election to the club and supply them with standard information at that time; maintain an up-to-date electronic file of names and addresses of members; and notify members when dues are payable and when delinquent.
H. The Conservation Committee shall promote and encourage conservation activities, including the preservation of places of scenic, scientific, and historic interest. Any statement of policy made in the name of the club shall be made only with the approval of the Board of Directors or the membership.
I. The Property Maintenance Committee shall oversee the maintenance of the club’s real property and equipment.
J. The Newsletter Committee shall produce the club’s newsletter.
K. The Investments Committee shall oversee the club’s investment portfolio and report to the Treasurer.
L. The Trail Maintenance Committee shall coordinate scheduled maintenance of trails.
M. The Endowment Fund Committee shall receive and administer bequests, endowed estate, insurance, and other assets.
The committee shall ensure that endowment funds and property are kept and maintained separate, distinct, and independent from the funds and property otherwise belonging to the club. A record shall be maintained of all endowments to the fund.
Expenditures from the Endowment Fund may normally only be taken from the interest accrued and not from the principal.

ARTICLE IX: PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the club may adopt.

ARTICLE X: AMENDMENTS
These bylaws may be amended by a two-thirds vote at any annual meeting or at a special meeting called for that purpose, provided that

1. Electronic notice of the proposed amendments has been submitted to the members by an especially convened Bylaws Committee at least fifteen (15) days in advance of the meeting at which the vote is to be taken.

2. The Bylaws Committee shall be composed of no more than seven (7) and no fewer than five (5) club members, at least two (2) of whom shall be former directors. The chair shall not be a current director, nor shall more than two (2) current directors serve on the committee. The provisions of this paragraph shall be deemed unnecessary in cases where the only change is to the dollar amount in Article V limiting single expenditures by the Board of Directors.