AZXC By-Laws

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.
b. Promote the principles of Tread Lightly!.

Article III - Membership and Dues

1. Owners of Nissan trucks are eligible for membership in the AZXC.
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.
9. 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 Directors.
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.
11. 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
Allowed full access to forum topics; “AZXC Xcursion and Meeting Information”,” General Discussion”, “AZ Trail Info”, ”Buy/Sell”, “Supporting Vendors of AZXC”, “Local and Suggested Vendors”.
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 required.
2. Supporting Member – Paying and voting member
Allowed full access to forum topics as Noob, with the addition of the “Supporting Member Section.”
Allowed unlimited access to AZXC events and X’cursions.
Allowed full membership voting privileges at meetings.
May run 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 Member
Board Members carry all rights and privileges of Supporting Members.
May lead Events and X’cursions and in general act on the behalf of the Elected Officers
While 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 Elected Officers. 
Board Members may sit on the Board of Directors.
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:
a. I (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 events.
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 club.
2. Any violations of said rules can result in disciplinary actions up to and including dismissal from the AZXC.

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.
3. All 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 Members. 
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 Directors.
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 the membership.

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 office.
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 resigns.
b. The remaining officers have attempted to organize a meeting but failed to create a quorum.
2. In 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 position.
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.
2. 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 recreation activities.

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 decision.
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' decision.
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 these By-Laws.
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.

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