BY LAWS
FUN, FIT and OVER FIFTY CLUB
Originally Adopted: December 9, 2003
Revised: November 16, 2004
Revised: February 8, 2005
Revised: August 9, 2005
Article I: Purpose
The Fun Fit and Over Fifty Club (FFOFC) hereinafter referred to as the "Club" is organized as a non-profit corporation under provisions of the Washington Nonprofit Corporation Act (Chapter 24.03 of the Revised Code of Washington) for the purpose of providing educational opportunities and activities to improve the health and welfare of adults over the age of 50. Most events are scheduled during the mid week when crowds are smaller and costs are lower.
Article II: Membership
2.1 Qualifications
Any person who has achieved 50 years of age, or the spouse or partner of a member who has achieved 50 years of age, who is of good character and who is interested in participation in the events and activities offered by the Club is eligible for membership. No person shall be denied membership because of race, religion, color, creed or sexual orientation.
2.2 Terms of Membership
The annual term of membership shall be the calendar year starting January 1 and ending December 31. New members joining after July may pay half the annual dues till the start of a new year. An applicant may elect to participate in two club events prior to joining the Club providing a liability release and waiver form is signed.
2.3 Annual Dues
The annual dues and assessments shall be established by the Board of Directors. The annual dues shall be changed no more than once a year which shall be effective the following calendar year.
2.4 Rights and Privileges of Members
a. All members in good standing shall have the right to attend all meetings, participate in all functions for which the member is qualified, receive the newsletter and all other publications issued by the club.
b. Any member in good standing shall have the right to vote at all general and special club meetings and to hold office. A member may vote in person or by proxy in the form as required by law, with each proxy to be valid for only one meeting. If so provided by resolution or motion of the Board of Directors as to a particular election or elections, the election of Officers and Directors may be conducted by mail and absentee ballot.
2.5 Application Procedure
Application for membership shall be submitted in writing using the Membership Application Form, as approved from time to time by the Board of Directors. This form will contain a liability release statement which must be signed and dated.
2.6 Meetings
a. As a minimum an annual general membership meeting shall be held at a time and place as determined by the Board of Directors
b. By resolution the Board of Directors may specify the date, time and place of regular membership meetings, if any. The President, Board, or not less than one-twentieth of the members entitled to vote at such special meeting, may call a special meeting of the members for any purpose.
c. By resolution the Board may specify the date, time and place for the holding of regular meetings of the Board without other notice than such resolution.
d. Special meeting of the Board may be called by the President, by the Vice-President when authorized to act for the President or by a majority of the Board. The person or persons authorized to call special meetings may fix the date, time and place.
e. Notice of meetings of the membership and the Board of Directors shall be given as required by applicable Washington law with such additional or different requirements as may be provided by resolution of the Board if not prohibited by applicable laws. To the extent allowed by law attendance at a meeting shall constitute a waiver of any required notice of such meeting, except where a member or Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
f. Members holding one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. One-third of the number of Directors in office shall constitute a quorum for the transaction of business at any Board meeting.
2.7 Non-Members
Some club activities do not require, but encourage, membership in the Club. Anyone approved by the Event Leader may participate in these designated events providing a release/waiver form is signed and dated by the participant or a guardian for those under 21 years of age.
2.8 Rules of Procedure
The rules of procedure at all meetings shall be as provided in Robert's Rules of Order on Parliamentary Procedure unless otherwise specified by the Board of Directors.
Article III: Governing the Club
3.1 General Powers
The affairs of the Club shall be managed by the Board of Directors and assisted by the General Membership.
3.2 Composition of the Board of Directors
The Board of Directors of the Club shall consist of the elected Officers (President, Vice-President, Secretary, Treasurer, and Legal Advisor), and such additional Board members as provided by the Bylaws or resolution of the Board. The past President shall be an ex-officio member of the Board of Directors for a term of one year immediately following his/her Presidency with full voting power. The elected officers shall be elected from and by the general membership.
3.2.1 Initial Directors
The initial Directors named in the Articles of Incorporation shall serve until March 31, 2004 or until such earlier or later date as successor Directors are elected.
3.2.2 Successor Directors
The successor elective officers, shall be elected prior to March 31st each year for a term of one year commencing March 31 of the year elected. The Board may provide by resolution that (1) the election be conducted by mail; (2) the Officers be elected from nominations provided by the Board or (3) the election be conducted in some other manner as determined by the Board.
3.3 Duties
a. The President shall preside at all meetings; appoint assistants as necessary to conduct Club business, and be an ex-officio member of all committees. He shall consult with Committee Chairpersons on selection of activities.
b. The Vice-President shall preside at all meetings and perform other duties normally assigned to the President if the President is absent or cannot perform his normal duties. Should the President become incapacitated, die or resign when in office the VP shall serve the remainder of his/her term. The VP shall also serve as Publicity Chairperson, Media Interface, and Community Contact for the Club.
c. The Secretary shall take minutes at all meetings and perform other general duties assigned by the President. He/she shall maintain an up to date membership list and keep all membership applications on file. The Secretary shall also maintain all Club records. He/she shall also prepare and maintain and intra active e-mail and phone number list of all members.
d. The Treasurer shall be responsible for the Club's financial assets and records. He/she shall prepare an annual financial report for presentation to the membership and report the financial condition of the club at Board meetings. The Treasurer shall maintain up to date financial records which can be inspected by any member of the Club. The Treasurer shall be responsible for receipt and disbursement of funds. The Club financial assets shall be maintained in a separate bank account administered by the Treasurer with additional signature authority by the President.
e. The Web Master, (who may be a member of the Board of Directors, if so provided by resolution of the Board), shall construct and maintain a web site for the Club which lists future and past events; purpose of the Club; a Membership Application and other appropriate information.
f. The Legal Advisor shall advise the President and other members of the Board on legal matters affecting the Club. He will prepare or approve the Articles of Incorporation, the Bylaws, the Membership Application and Release/Waiver Statement and advise the Board on the preparation of other forms as necessary to comply with federal and state statues and regulations, and advise and assist the appropriate officers in the submission of the required forms to the appropriate government agencies, and if necessary, any annual reports or periodic tax documentation required of the Club.
g. Additional Board members, Committee Chairpersons, committees including but not limited to Event and Activity Committees, and assistants or advisors to the Club, may be elected or appointed by the Board, to fill such positions created, for such term, have such authority and perform such duties, including but not limited to serving as members of the Board, as provided by these Bylaws or as may be provided by resolution of the Board.
h. The Event Leader is the person selected to lead a particular event or activity. The Event Leader shall be responsible for planning and leading the event, and selecting the optimum mode of transportation. He/she shall also notify the Web Master and Newsletter Editor or the event, with a short write-up with sufficient lead time to insure notification of the members. The Event Leader shall consider the safety of the participants and carry safety equipment and supplies appropriate for the event.
j. The Newsletter Editor (which may be an Officer of the Club) shall prepare a quarterly or more often newsletter based on input from the Committee Chairpersons, Event Leaders and Club Officers. The Newsletter Editor shall make copies and mail or deliver to the Secretary for mailing to all current members.
3.4 Term Of Office
Unless an Elected Officer dies, resigns or is removed he or she shall hold office for the term elected or until such later date as his or her successor is elected. . Successive terms shall be limited to two (2). Should an elected Officer be unable to complete his/her term of office the Board may select a replacement. The Board may in accordance with Section 3.2.2 of these Bylaws provide for nominations or for the conduct of elections in such a manner as to encourage or ensure that at least one or more of the Officers elected each year will have previously served on the Board.
3.5 Resignation
Any Board member may resign at any time by delivering written notice to the President or by giving oral or written notice at any meeting of the Board.
3.6 Removal
At a meeting of the members, one or more Directors and/or Officers, with or without cause, may be removed from office by a majority vote of the members or by absentee ballots. Any Director, except an officer elected by the general membership ,may be removed from office with or without cause by a majority vote of the board at a regularly scheduled Board meeting .
3.7 Discipline
If a member of the Club, Officer or Director should act in any way which is injurious to the Club; is in violation of the By Laws or allows themselves or others to be put at risk as a result of these actions while participating in a Club event the member may be disciplined The method and severity of the discipline shall established by the Board of Directors in a regular or special meeting. If the Member is acting with blatant disregard of safety during an event he may be reprimanded immediately by the Event Leader and the Member's actions reported to the Board for further action.
3.8 Books and Records
The Club shall keep at the Secretary's office, in compliance with RCW 24.03.135, the Certificate of Incorporation, copies of the Articles of Incorporation, and By Laws, copies of current newsletters, membership applications, past meeting minutes, names and addresses of all current members, including Officers and Directors, and any forms or submittals to government agencies for tax or other purposes. The Treasurer shall maintain the Club's financial records including correct and up to date records of accounts and finances, and periodically transmit a copy of these records to the Secretary for safe keeping in accordance with RCW 24.03.135. All computer files shall be backed up on a CD or disk. All books and records of the Club shall be open at any reasonable time for inspection by any member of the Club in good standing. The principal office of the Club shall be located at 420 Road 44, Pasco, WA, or other place as may be designated by the Board of Directors.
Article IV: Transportation
4.1 General
Car pools, rental vans or charter buses may be used for transporting participants to out of town events or activities. The Event Leader shall establish an advance notice requirement (if applicable) so that the optimum transportation method may be chosen before the trip. Safety shall be considered as a primary criteria in the selection process.
4.2 Car Pools
Standard fees and regulations for car pooling shall be established by the Board annually, and approved by the Membership at the general membership meeting. The established rules and fees shall remain in effect for one year unless extraordinary circumstances require their change which may be accomplished by a majority vote of the Board. The established rules and fees shall be recorded and then published in the newsletter and on the web site.
4.3 Rental Vans
12 or 15 passenger vans may be rented from a local company and driven by anyone with a valid Washington State Drivers License. If a van is selected as the method of transportation, the Event Leader shall select the least cost company and appoint a driver. A drivers experience and safety record shall be considered.
4.4 Charter Buses
When a large number of participants have signed up for an event a charter bus may be rented. Those buses are available from local companies and have a professional driver. The Event Leader shall select the least cost company and consider the breakeven point for number of passengers before deciding to use the bus.
4.5 Waiver/Release Form
When any non-member uses the Club's transportation they shall be required by the Event leader to sign and date a current Waiver/Release Form.
Article V: Amendments and Dissolution
5.1 Amending the By Laws
These Bylaws may be altered, amended or repealed, and new Bylaws adopted by the vote of a majority of the numbers of Directors in office. Adoption shall only be voted on, at the earliest, at the next regular Board meeting following the Board meeting at which such adoption was introduced. In addition, amendments to the Bylaws may be proposed by a written proposal signed by at least 5 members in good standing. Amendments proposed by such members and not approved by the Board with 45 days of submission to the board shall be published in the Club newsletter and/or web site at least two weeks prior to the annual meeting, regular meeting or by any special meeting of the members called for that purpose. A special meeting to consider the proposed amendments shall be held with 45 days of receipt by the President of a written request for such special meeting signed by at least 5 members in good standing. Approval shall require a majority of the votes cast at the meeting. The rights of the Club members to amend the Bylaws, as provided in this Section 5.1, may only be diminished by an amendment to the Bylaws approved by the members.
5.2 Dissolution
Should it be necessary or desirable to dissolve the Club, the procedure for dissolution, distribution of assets and any other matters relating to dissolution shall be in accordance with the Washington State Law (RCW 24.03.220 through 245) and the applicable Federal codes, rules and regulations.
The foregoing By Laws were last revised the 9th day of August 2005.
_______________________________President
______________________________ Secretary
___________________________Legal Advisor
RESOLUTIONS: There have been 19 resolutions passed by the Board since origination of the Club. If you wish to see any or all of these resolutions, please contact our Secretary and he/she will forward a copy.
RESOLUTIONS, BYLAWS AND ARTICLES OF INCORPORATION
RESOLUTIONS: There have been 19 resolutions passed by the Board since origination of the Club. If you wish to see any or all of these resolutions, please contact our Secretary and he/she will forward a copy.
