By-laws

The following by-laws were duly adopted by the Board of Directors of The Kekekabic Trail Club, a non-profit corporation organized under the laws of the State of Minnesota, by resolution of said Directors dated October 18, 1990.

Article 1, Offices

The mailing address of the corporation shall be 309 Cedar Avenue South, Minneapolis, MN 55454. The corporation may have such other offices, either within or without the State of Minnesota, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

Article 2, Members

Members of the corporation shall be individuals and associations who agree to accept and pursue the goals and purposes of the corporation as set forth in its articles and these by-laws, and individuals be at least 18 years old. Members shall pay such dues as may be prescribed by the Board of Directors and shall be entitled to one vote. Accumulative voting shall not be allowed. Members may hold any office. An association membership allows the association's members to participate on trips with no extra charge. There is one vote per association and one name on the mailing list.

Membership may be revoked by the Board of Directors for specified acts or conduct by members in violation of this club's activities or by-laws.

Article 3, Meetings of Members

The annual business meeting of the association shall be held within the State of Minnesota, at a place designated by the Board of Directors, during the month of November, or at such other date as the Board of Directors shall designate. Notice of such meetings shall be mailed at least 30 days prior to the meeting to all members as defined in the by-laws. A quorum for conducting business of the Corporation at meetings shall be 20% of the total membership unless and otherwise as agreed upon by the Board of Directors. Business shall be conducted in accordance with Robert's Rules of Order.

Article 4, Officers

The directors of the Corporation, authorized to conduct the business of the Corporation, to receive and disburse all monies and to purchase, control, and sell or convey real and personal property on behalf of the Corporation shall be six to nine members constituting ­a Board of Directors. One-third of the members of the Board shall be elected at each Annual Meeting of the Corporation. Except as initially required to implement the staggered board as provided above, the directors shall be elected annually for a term of three years by majority vote of the members at each Annual Business Meeting. No director having served a full three-year term shall be eligible for immediate re-election, but may become eligible one year following the end of such three-year term; all directors serving less than a full three-year term may be re-elected to a full three-year term.

The Board of Directors shall, with 30 days following the Annual Meeting, elect from its own members, a President,-Vice-President, and either from their own members' or from the membership at large, a Secretary and Treasurer, each of whom shall serve in his/her respective office until a successor has been elected. The duties of the officers shall be those normally associated therewith and those delegated to receive and disburse funds within a budget specified from time to time by the Board of Directors.

The Board of Directors shall meet at least three times a year, in addition to the above specified meeting for the election of officers. One-third of the Board of Directors constitutes a quorum at meetings. Officers that may not be from the Board have equal vote with Board members.

Article 5, Nominating Committee

At least three months prior to the Annual Meeting, the President, with the approval of the Board of Directors, shall appoint a nominating committee of at least three members of the Corporation, no more than one of which may be from the Board of Directors, who shall make nominations for election to the Board of Directors. The slate of nominees shall be equal in number to the directorships to be vacated at the end of that year. No one shall be nominated who is unwilling to serve. The list of nominees shall be sent to all members with the notice of the Annual Meeting.

Further nominations in writing, signed by at least ten members and received by the Secretary ten days prior to the meeting, shall be presented at the meeting. Nominees must be individual Corporation members and must be members of at least one year's standing prior to the time of election of the Corporation.

Article 6, Fiscal Year

The fiscal year of the Association shall be from January 1 to December 31.

Article 7, Membership & Dues

1 . The Association shall be non-partisan, non-sectarian and shall take no part in, or lend its support to, the election of appointment of any candidate for state, county, city, or federal office.

2. Members are individuals of the age of 18 or organizations. The Board of Directors may establish classes of members for purposes of dues structure, and may change such classes from time to time.

3. The annual dues for each class of members shall be set by the Board of Directors and may be changed from time to time.  Dues shall be due and payable upon application or renewal and shall be effective for twelve months thereafter.

4. Members of each class shall be entitled to one vote each. Proxy voting will be accepted upon written designation by the member in question, if received by the Secretary in advance of the general membership meeting.

Applications for membership shall be made in writing and shall be submitted to the Treasurer.

5. The President, with the approval of the Board of Directors, may appoint committees including but not limited to the following-

a. An auditing committee;

b. A budget committee;

c. A publications committee, the Chairperson of which shall be Editor of the Association periodical;

d. A trail committee; and

e. A membership committee.

Article 8, Seal

The Corporation shall have no corporate seal, and all acts of the Corporation shall be legally sufficient without a seal.

Article 9, Amendment to BY-Laws

These By-Laws may be amended by two-thirds vote of the votes represented by the members present and voting at any Annual Meeting or special meetings of the Corporation attended by a quorum of members, provided that notice of such amendment shall have been mailed to all members of the Corporation at least thirty days prior to the date of such Annual or special meeting.



Document last modified September 19, 2004.