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TRACS BY-LAWS
Approved 10/7/2003

 Article I – Mission Statement

 Trails Resource Access Coalition (TRACS) is a non profit corporation formed to promote non-motorized, multi-user trail opportunities though environmentally sound, socially responsible use of the land by forming partnership with public and private agencies to maintain and create trails and to educate trail users.  To achieve this end, TRACS, Inc. may do all things permitted by the laws of Arizona pertaining to non-profit corporations.

 Article II – Meetings of Members

 Section 1.  Monthly Meetings.  There shall be monthly meetings of the organization at such place and date designated each year by the President for the transaction of such business as may come before the meeting.  The dates and times of the monthly meetings will be posted on the TRACS website. 

 Section 2.  Special Meetings.  Special meetings of the members of the organization shall be held whenever called by the President or the Chairman of the Board of Directors (BOD).  Notice of each Special Meeting, stating the time, place and, in general terms, the purposes thereof, shall be published on the TRACS website.

 Article III – Membership

 Any persons interested in supporting the objectives of this organization shall be eligible for membership upon the payment of annual dues set by the Board of Directors.  The President may award honorary memberships at his/hers discretion. 

 The secretary/treasurer will provide an opportunity for current members to renew dues by January of each year.  All active members that have paid dues are eligible to vote.

 Article IV – Board of Directors

 Section 1.  Election and Term of Office.  Annual elections for new Board of Director members shall be held in January/February of each new calendar year.  Elections can be held by ballot or email.  Each director shall serve a two (2) year term on a staggered basis. 

 Section 2.  Powers.  Subject to the provisions of the laws of the State of Arizona governing non-profit corporations, the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.  The Board of Directors shall establish policies and guidelines for the transaction of the business of the corporation and may delegate the management of the day-to-day operation of the business of the corporation to the President or other person, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.  Powers and duties of the Officers may be specified by resolution of the Board.

 Section 3.  Quorum.  A majority of the Directors shall constitute a quorum.  A majority of those present shall be necessary to decide any question, which requires Board action.

 Section 4.  Voting by email or telephone.  If time does not permit a meeting to be held, Directors may be individually canvassed by the Chairman of the Board or their designee.  The approval of the majority of Directors is required to decide any question.

 Section 5.  Vacancies of Office.  A vacancy in the Board of Directors shall be deemed to exist on the occurrence of the following: (1) the resignation or death of any director or (ii) the declaration by the Board of Directors of a vacancy in the office of a director who has missed three (3) consecutive regularly scheduled meetings of the
Board of Directors of a total of five (5) meetings of the Board of Directors during any one calendar year without given prior approval from the President.

 Any Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation.  Such resignation shall take effect upon the notice’s date of receipt, unless the notice specifies a later time for the resignation to take effect. 

 Section 6.  Parliamentary Authority.  The parliamentary authority of the Board of Directors and the general membership meetings shall be Robert’s Rules of Order, newly revised, as applicable.

 Section 7.  Minutes of Meetings.  The President shall be responsible to see that minutes of scheduled meetings are recorded in writing by the Secretary or designated alternate.  Such minutes shall give an adequate explanation of all issues discussed, record the motions, and identify the maker and seconder of motions, and the results of all votes.  Informal committee meetings are excluded from this requirement. 

 Article V – Officers

 Section 1.  Officers.  The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer and other officers as deemed necessary by the Board.  The Board of Directors shall elect officers during the first quarter of the calendar year.

 Section 2.  President.  The President shall preside over meetings of the general membership.  The President/Treasurer is authorized to sign checks in the payment of expenses under $100.00 without prior authorization or for those checks over $200.00 with approval of the BOD.  The President may appoint standing or special committees to assist the Board in its functions.

 Section 3.  Vice President.  The Vice President shall serve in the absence of the President and shall be generally responsible for administrative duties under the President.

 Section 4.  Secretary.  The Secretary shall keep the minutes of all proceedings of the monthly meetings.  The Secretary shall be responsible for making proper notification of all meetings.

 Section 5.  Treasurer.  The Treasurer shall be responsible to maintenance of Corporation assets, all billings and payments due, and shall maintain the current membership list.  The Treasurer is authorized to sign checks in payment of expenses under $100.00 without prior authorization or for those over $200.00 with the approval of the BOD. 

 Article VI – Committees

 Section 1.  Executive Committee.  The officers shall provide for supervision of the affairs of the Corporation under the management of the Board of Directors and the leadership of the President.

  The President, Vice President, Secretary and Treasurer and such other officers shall be appointed by the BOD. 

 The officers are charged with the responsibility of achieving the objectives of the Corporation under the guidance of policies established by the Board of Directors.  Issues and actions that require corporate support shall be screened by the officers and referred to the BOD for approval.

 Section 2.  The Nominating Committee.  The Nominating Committee shall consist of three (3) members, appointed by the President.  The members of this Committee shall submit to the Board of Directors a slate of nominees to fill available Directors positions prior to the first quarter of the next calendar year.

 Article VII – Financial Administration

 Section 1.  Fiscal Year.  The fiscal year of the Corporation shall begin on January 1^st and end of December 31^st. 

 Section 2.  Assets.  All monies and other assets received from membership dues, donations, bequests, grants, or other sources shall be used to further the goals of the Corporation as described in these By-Laws.  All corporate funds shall be deposited in insured financial institutions.  All monies withdrawn shall require the signature of either the President or the Treasurer.  The accounts of the Corporation shall be reviewed annually.

 Article VIII – Corporate Seal. 

 The corporate seal of the Corporation shall be in the form of an embossed stamp. 

 The corporate seal shall remain in the custody of the Secretary and shall be affixed by that person to all instruments in writing and requiring the corporate seal for complete execution.  The seal shall be shown hereafter.

 Article IX – Amendments

 The By-Laws of this corporation may be amended, altered, or repealed by the affirmative vote of two-thirds (2/3) of the Board of Directors.

 Rev 9/03