Revision date 01/14/2013
Article I - Name
1. This organization shall be known as the Arizona Xterra Club (AZXC).
Article II - Objectives
1. The AZXC is organized as a nonprofit organization for
the purpose of:
a. Providing social, educational, and
recreational activities for it's membership.
the principles of Tread Lightly!.
Article III - Membership and Dues
1. Owners of Nissan trucks are eligible for membership in
2. Previously Elected Officers that remain
current AZXC members are eligible for Board Membership.
3. Each membership includes the immediate family, however,
voting power is restricted to those members eighteen years
of age or over and to one (1) vote per vehicle membership.
4. All members must conduct themselves in a respectable and
orderly fashion whether in or out of club activities. Any
member disgracing themselves or the club in the public eye
will be immediately subject to disciplinary actions up to
and including dismissal from the club in accordance with
Article XVI of these By-Laws.
5. Any member neglecting
another member's safety or by putting them at risk by their
actions will be immediately subject to disciplinary actions
up to and including dismissal from the club in accordance
with Article XVI of these By-Laws.
6. Applicants for
membership must be at least eighteen years of age
(exceptions may be made by decision of the Board of
Directors), must hold a valid drivers license, and must be
in compliance with Arizona state law insurance requirements
on their vehicles.
7. Applicants for membership may be
challenged by any current supporting member. If membership
is challenged the new member must be voted in at the next
meeting with a 51% vote. If an applicant is denied
membership, dues will be reimbursed.
8. Dues for this
organization shall be $25 per membership per year, payable
in advance. Any member whose dues are two (2) months in
arrears shall be dropped from the rolls of this
organization. Members will be notified in writing when their
dues are one (1) month in arrears. Nothing herein contained
shall prevent reinstatement of a delinquent member upon
payment in full of his unpaid dues, together with a
reinstatement fee of $10, providing a vacancy exists.
Any member not having attended a membership meeting or
online forum discussion during six (6) consecutive months
shall be dropped from the rolls of this organization.
Exceptions may be made by decision of the Board of
10. All personal expenses such as club shirts,
insignia, etc., shall be bore by each individual and are not
to be Executive Committee any manner by the club.
Members shall immediately notify the Secretary upon a change
of email address, mailing address, or telephone number.
12. Resignation of any member shall be in writing and
submitted to the Secretary.
13. When a member disposes of
and no longer possesses a Nissan truck, his or her
membership in this club shall terminate. Exceptions may be
made by decision of the Board of Directors.
Article IV - X'cursions
1. Noob- Nonpaying member of www.azxterraclub.com
Allowed full access to forum topics; “AZXC Xcursion and
Meeting Information”,” General Discussion”, “AZ Trail Info”,
”Buy/Sell”, “Supporting Vendors of AZXC”, “Local and
Allowed one X’cursion, and one Event
meeting per year.
Membership is in no way guaranteed and
can be striped by either an Elected Officer or Board Member
with Administrative responsibilities, no justification is
2. Supporting Member – Paying and voting member
Allowed full access to forum topics as Noob, with the
addition of the “Supporting Member Section.”
unlimited access to AZXC events and X’cursions.
full membership voting privileges at meetings.
for Elected Official openings.
Membership and renewal
ability is guaranteed; a Supporting Member may be removed
from the group in conformance with Article III and Article
XVI or elsewhere defined in the By-Laws.
3. Board Member
– A previously Elected Official and current Supporting
Board Members carry all rights and privileges of
May lead Events and X’cursions and in
general act on the behalf of the Elected Officers
working on behalf of the Elected Officers Board Members may
be given Administrative access to the forum, AZXC logo items
for distribution, Raffle items for distribution, or other
items or access required in order to act on behalf of the
Board Members may sit on the Board of
Board Membership is a privilege and may be
revoked by a meeting of the Officers two-thirds vote.
In the event a Board Member is dismissed they remain a
Supporting Member unless otherwise removed under Article III
or Article XVI or elsewhere as defined in the By-Laws.
In the event a Board Member is dismissed but remains an
active Supporting Member, they may be reinstated by the
Elected Officers at any time with a two-thirds vote.
Article V - Xcursions
1. The AZXC will occasionally hold recreational events
for club members. Participation in events is voluntary and
open to all current members of the club. All members who
participate in said events must sign liability releases
prior to participation in the event. Liability releases may
include, and are not limited to the following:
(member) hereby release the AZXC, it's members, sponsors,
and other participants from any and all liability for damage
to my vehicle, equipment and personal property, theft of the
same, or injury to myself or anyone accompanying me to AZXC
events, whether adult or minor, which may result from any
participation in club events.
b. I (member) agree that I
willingly accept any and all risks of participating in AZXC
c. I (member) understand that I am responsible
and accept the liability for the safety of any non-club
members that I include in any events.
d. I (member)
acknowledge that the AZXC advocates the Tread Lightly!
mission of responsible outdoor recreation with minimum
impact on the environment. Any damage, littering, or
disregard to any aspect of the environment may result in
disciplinary actions, up to and including dismissal from the
2. Any violations of said rules can result in
disciplinary actions up to and including dismissal from the
Article VI - Meetings and Voting
1. Meetings of the membership of the AZXC shall be held
once a month. The meeting date shall be agreed upon in the
meeting the month prior by the membership by a majority of
the quorum at the meeting. If a majority cannot be reached,
the Board of Directors will decide when the meeting will be
held. The place and time of the meeting shall be discussed
during the meeting the month prior, but the Board of
Directors must decide on where and when to hold the meeting.
Members will be notified of the time, date, and location at
least fourteen (14) days prior to the meeting. If a meeting
needs to be rescheduled, the membership must be notified
four (4) day prior.
2. Any number of members attending a
regularly scheduled meeting constitutes a quorum if the
members in attendance are in agreement that there are enough
members to represent the views of the membership.
issues up for vote by the AZXC membership shall be held at
monthly meetings and determined by the quorum.
Article VII - Administration and Officers
1. The officers of the AZXC shall consist of a President,
Vice President, Secretary-Treasurer, and shall be known as
the Executive Committee. It shall be their duty to draw up
agenda for all Board and membership meetings, and it shall
be their further duty to assume the functions of the Board
of Directors in case of emergency.
2. The Board of
Directors shall consist of the Executive Committee and Board
3. No officer shall be added to the club
except by a vote of majority by a membership quorum or as
described in Article XI b.
Article VIII - Duties and Powers of Officers
1. The President shall preside over all membership and
board meetings and be present at all events when possible.
He/she shall be the executive officer and shall have the
duty to carry out the policies and decisions of the Board of
Directors. He/she shall be without right of vote on the
Board of Directors except in the event of a tie. He/she
shall sign all checks with the Treasurer, unless both are
members of the same family.
2. The Vice President shall,
in the absence of the President, serve in that capacity.
He/she shall also serve as a Parliamentarian and perform
such other duties as may be assigned by the Board of
3. The Secretary shall keep and preserve all
records and minutes of the meetings of the regular
membership and the Board of Directors, shall assume the
responsibility of ledger roll call and determine the number
of voting members present so it may be known if a quorum is
in attendance, shall keep a file system of membership, and
shall receive and answer all general correspondence
pertaining to the organization. He/she shall sign checks
with the Treasurer in the event the President and Treasurer
are members of the same family. If the Secretary and
Treasurer are combined into one office, the Vice President
will sign checks along with the Secretary-Treasurer in the
event the President and Secretary-Treasurer are members of
the same family.
4. The Treasurer shall keep accurate and
complete records of the funds and accounts of this
organization and shall collect all dues and maintain a
record thereof. He/she shall make only such disbursements
from the funds of the organization as are directed by the
Board of Directors and Article VII hereof.
Article IX - Expenditures and Finance
1. All monies received from all sources shall immediately
be turned over to the Treasurer to be deposited in the
checking account of AZXC.
2. No withdrawal from funds
shall be made without the approval of the Elected Officers.
Single expenditures in excess of twenty-five (25) dollars
must have an approval of the majority of a voting quorum of
Article X - Committees
1. The Board of Directors shall designate committees when
necessary. Each Committee shall be assigned by the President
to a director who shall be responsible for its activities
and who, with the approval of the Board of Directors, will
appoint a committee chairman.
Article XI - Election of Officers
A. Normal Election of Officers
1. The membership shall
meet and elect officers and directors for each fiscal year
at the regular 4th Quarter meeting of the previous year. The
newly elected officers shall take office on January 1st.
Voting shall be in person. In the event a member is unable
to attend the voting meeting, an absentee ballot may be cast
by regular or electronic mail with prior approval from the
Board of Directors.
2. Balloting for each office shall be
in separate successive sequence and will be held by secret
ballot. All ballots for offices must be counted and checked
by three members other than the nominees.
a. Except for
the first meeting and/or election of officers may be done by
verbal vote of acceptance if there is only one nominee in an
3. Election to an office or position on the Board
of Directors will take place by Plurality vote.
4. In the
event of a vacancy in the office of Vice President,
Secretary, or Treasurer, an election shall be called to
elect a successor. In the event of a vacancy on the Board of
Directors, the Board of Directors shall elect a successor.
B. Emergency Election of Officers
1. An Emergency
vote may be called by any Elected Official and cast on the
forum in the “Supporting Members Section” if the following
circumstances are met.
a. One or more Elected Officers
b. The remaining officers have attempted to
organize a meeting but failed to create a quorum.
the event an Emergency Vote is called, it will be conducted
in the following manner.
a. A Newsletter will be sent out
to all AZXC Members in the form of an email indicating an
emergency vote will be held.
b. Members running for
Officer position may submit one paragraph each to be posted
in the polling post explaining their reasons for wanting the
c. Once the poll is set up the post will be
locked disallowing further comments.
d. The poll will
run for 14 days and each Supporting Member will have one
vote. The Election will be decided by simple majority.
e. Elected officials will retain the position until the
following yearly election.
Article XII - Recall
1. Any officer or director of the AZXC may be recalled by
a two third (2/3) majority vote of the entire membership.
Article XIII - Rules and Procedure
2. Unless otherwise
specified in these By-Laws, Roberts Rules of Order Revised
shall govern parliamentary procedure.
Article XIII - Amendments
1. These By-Laws may be amended by a two-thirds (2/3)
majority vote at a regular membership meeting, a quorum
being present and voting. Any amendment to the By-Laws must
be presented to the membership at the regular membership
meeting preceding that in which the vote is taken.
Article XIV - Tread Lightly!
1. The AZXC espouses the Tread Lightly! mission of
responsible outdoor recreation with minimum impact on the
environment. Through adoption and promotion of the Tread
Lightly! principles, the AZXC will help protect the great
outdoors that we enjoy as a group and individually.
The AZXC will endeavor to educate its members on the Tread
Lightly! guidelines for the responsible use of off-highway
vehicles and on the low impact principles applicable to all
Article XV - Disciplinary Actions and Dismissal
1. A Member of the club may be subject to disciplinary
actions up to an including dismissal from the club for
breaking any of these By-Laws.
2. The following procedure
will apply for actions made or taken under this Article.
A. A complaint regarding the subject Member must be
submitted in writing to an Officer of the club detailing
which By-Law(s) has/have been broken and outlining the
circumstances of the complaint.
B. A special meeting of
the Officers will be held to review the complaint. The
Officers may chose to meet or speak with the initiator
and/or the subject Member, either together or independently.
The Officers will obtain independent, additional information
when possible and deemed necessary.
C. The Officers will
vote on a fair and appropriate course of action, including
but not limited to: rejection of the complaint; disciplinary
action; or dismissal of the subject Member from the club. A
two-thirds vote of the Officers will constitute the
Officers' decision. If the subject Member is an Officer of
the club, he/she will not be permitted to vote on such
D. If the Officers vote to reject the
complaint, both the initiator and the subject Member will be
contacted by the President to explain the Officers'
E. If the Officers vote to impose disciplinary
action, the subject Member may either accept the
disciplinary action or choose to take the matter before the
Membership in accordance with Paragraph H of this Article.
F. If the Officers vote to dismiss the subject Member from
the club, the subject Member will have the option of
resigning from the club or having the matter referred to the
Membership in accordance with Paragraph H of this Article.
G. If the subject Member opts to resign, the resignation
will be in accordance with Article III, Paragraph 11 of
H. If the subject Member chooses to have
the matter presented to the Membership for a decision, the
Officers' decision will be presented at the next regularly
scheduled club meeting for a vote by all the Members
present. The Officers' decision will be introduced by the
presiding Officer under New Business. A two-thirds vote of
the Members present will determine whether to accept or
reject the Officers' decision.
I. If the Members vote to
reject the Officers' decision, a second vote will be held. A
two-thirds vote of the Members present will determine
whether the Members present wish to remand the decision back
to the Officers for an alternative course of action or to
reject the initial complaint.
Article XVI - Dissolution
1. At the time the AZXC comes to dissolution, any outstanding debts are to be paid from club funds and the excess or remainder
will be given to charity. The charity named will be the United Way.