AMENDED BYLAWS OF
GARDEN CITY FLYERS DISC GOLF CLUB
NAME AND PURPOSE
The name of this nonprofit corporation is the Garden City Flyers Disc Golf Club (the “Club”).
The Club has been organized for the purposes set forth the Articles of Incorporation and exclusively for charitable and educational purposes. The specific purpose of the Club, without limitation, is to promote the development of disc golf in the greater Missoula and Montana region for the benefit of the general public.
2.1 Eligibility for Membership
Application for membership shall be open to any person, regardless of age, sex, race, creed, disability, sexual orientation, or political affiliation. Membership is granted immediately following submission of a completed membership application and annual dues. Annual membership expires on the day prior to the date of the following year’s Annual Meeting (defined below).
2.2 Annual Dues
Annual dues shall be set by the Board of Directors (the “Board”). Continued membership is contingent upon timely payment of annual dues.
2.3 Rights of Members
Each active member shall be eligible to vote at an all-member meeting. A member may vote either in person or through a proxy executed in writing by the member. An appointment of a proxy is not valid for more than one (1) Club meeting.
2.4 Code of Conduct and Termination
Membership in the Club is a privilege and not a right. Continued membership is contingent on maintaining appropriate respect and courtesy in interactions with other Club members and with the general public. Members who fail to live up to this standard of conduct may have their membership terminated involuntarily by resolution of the Board.
2.4 Non-voting Membership
The Board shall have the authority to establish and define non-voting categories of membership.
2.5 Annual Meeting
The “Annual Meeting” of all the members shall be held at seven o’clock in the evening of the second Thursday of February of each year, in Missoula at a place designated by the Board. If any Annual Meeting is not held at the designated time, the meeting may be held at any time thereafter, at a place and time to be designated by the Board. Membership renewals will be accepted and will become effective immediately prior to the Annual Meeting, at the time and place designated for the Annual Meeting.
2.6 Special Meetings
The Club may hold additional all-member meetings as appropriate and necessary to conduct the Club’s business. Any all-member meeting that is not the Annual Meeting shall be referred as a “Special Meeting.”
2.7 Notice of Meetings
Written notice stating the place, date and hour of the meeting, and a description of any matter or matters to be discussed, shall be delivered to each member not less than ten (10) days prior to the date of the meeting. Notice shall also be posted publicly in any appropriate locations, including the Club’s website.
Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of members. The affirmative vote of a majority of the members represented at the meeting shall be the act of the members as a whole unless the vote of a greater number of members is required by law or otherwise in these Bylaws.
The members present at any properly announced meeting, in person or by written and executed proxy, shall constitute a quorum at a meeting of members.
BOARD OF DIRECTORS
The authorized number of board members (“Directors”) of the Club shall be not less than 4 or more than 6; the exact authorized number to be fixed, within these limits, by resolution of the Board.
Any member of the Club may hold a position on the Board.
3.3 Powers of the Board
The Board may take all necessary and reasonable steps to manage the affairs of the Club, including all corporate powers authorized by applicable law. The Board may delegate the management of any activity of the Club to any person(s), provided however that ultimate management of the Club’s activities shall be under the direction of the Board. Directors shall not be personally liable for the debts, liabilities, or other obligations of the Club.
Service on the Board is voluntary and no compensation will be provided.
All Directors shall serve 1-year terms, which end at the Annual Meeting of the year of the Director’s prior election. All Directors are eligible for re-election.
3.6 Meetings and Notice
The Board shall meet at least quarterly, and monthly if possible and practicable. Board meetings shall take place at an agreed upon time and place. An official board meeting requires notice to each Director at least ten (10) days in advance. The affirmative vote of a majority of Directors represented shall be the act of the Board as a whole unless the vote of a greater number of members is required by law or otherwise in these Bylaws. Directors may vote in person or by written and executed proxy. All Club members may attend Board meetings, but only Directors shall be entitled to vote.
3.7 Board Elections
At the Annual Meeting, all Directors shall be elected or re-elected by the members. Directors will be elected by a simple vote of members present at the Annual Meeting, conducted by secret ballot, with the candidate receiving the most votes winning the election. Candidates must nominate themselves at the Annual Meeting prior to the vote, provided that candidates unable to be physically present at the Annual Meeting may submit a statement declaring their candidacy in advance of the Annual Meeting. Any candidate may run for multiple positions but may only occupy one (1) position at a time. One ballot shall be used for each vote, with the election proceeding sequentially by Board Officer position in any order. Ties shall be decided by immediate run-off election, also conducted by secret ballot.
3.8 Officers and Duties
There shall be at least four Officers of the Board, consisting of a President, Vice-President, Secretary and Treasurer. All Officers shall be Directors.
3.8.1 Duties of the President. The President shall schedule, convene, preside over, and attend all Club meetings; supervise and preside over the Club’s activities, business and affairs; act as a public spokesperson for the Club; and such other powers and duties as may be prescribed by the Board.
3.8.2 Duties of the Vice-President. The Vice-President shall attend all Club meetings; act in the President’s stead if the President is unable; assist the President in Club business and affairs; act as a public spokesperson for the Club; and such other powers and duties as may be prescribed by the Board.
3.8.3 Duties of the Secretary. The Secretary shall attend all Club meetings; keep and be able to produce a copy of these bylaws, as amended; record minutes and notes from all Club and Board meetings and provide copies of these records to the Board or to members as provided in MCA 35-2-907; maintain a membership database of current members and provide notice to members when required by these Bylaws or applicable law; and such other powers and duties as may be prescribed by the Board.
3.8.4 Duties of the Treasurer. The Treasurer shall attend all Club meetings; keep accurate Club financial records including all relevant financial information; provide copies and explanations of Club finances to the Board, Club members, and the general public upon request; maintain a Club checking account and other accounts as necessary; comply with all applicable federal and state reporting and tax requirements; and such other powers and duties as may be prescribed by the Board.
When a vacancy exists on the Board during the year for any reason, the Board may appoint an interim Director at its discretion. As soon as possible and practicable, a Special Meeting shall be held for the election of a new Director to fill out the remainder of the year-long term of the vacant position, in the same manner as elections at the Annual Meeting are conducted.
3.10 Resignation and Termination
Any Director may resign by giving written notice to the President of the Board at any time. Such written notice is effective immediately. A Director may be terminated from the Board by a three-fourths vote of the remaining Directors. Any active member may call for a Special Meeting to seek removal of any Board member for alleged failure to comply with the Director’s duties by submitting a written petition to the Board with the signatures of at least ten (10) active Club members. At the called Special Meeting, any Board member shall be terminated by a three-fourths vote of the members present.
3.11 Appointed Director Positions
Once elected at an Annual Meeting, the Board may appoint one (1) or two (2) additional Directors by unanimous vote of the elected Directors, as they determine are appropriate. Such Directors shall have the powers and duties prescribed by the Board and shall be entitled to full voting rights in Board Meetings. The term of such appointed Directors shall run until the following year’s Annual Meeting.
3.12 Limitations on Powers of Directors
Directors must obtain majority approval of the Board before incurring any financial obligation in excess of One Hundred Dollars ($100.00) on behalf of the Club.
3.13 Action Without Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board consent to the action in writing, including email. Such written consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting.
4.1 Committee Formation
The Board may create committees as needed to conduct the business of the Club. The President shall appoint the Chair of each Committee. Committees shall have the powers and duties delegated by the Board, subject to any limitations imposed by applicable law. Committees may consist of Directors, members of the Club, or both, in any number. Committees shall meet as needed and as agreed upon by the committee members, and shall exist for as long as is necessary to complete their activities, but shall cease on the date of the Annual Meeting until recreated by the new Board.
4.2 Tournament Committees
As part of its charitable and educational purpose, the Club assists in holding disc golf tournaments throughout the year. In an effort to standardize the process for Club involvement, the following procedure shall govern Club involvement in tournaments:
4.2.1 Request for Club Involvement. Any member seeking Club involvement in a tournament shall submit a detailed budget request and tournament expense summary to the Board a minimum of ninety (90) days prior to the date of the tournament, including: the specific amount of any money requested; plans for fundraising and reimbursement of Club funds; narrative description of any Club involvement, and a description of how the Club’s charitable purposes will be furthered if the request seeks use of the Club’s nonprofit status. The Board may request additional information if the submission is not sufficiently detailed.
4.2.2 Board Response and Creation of Tournament Committee. The Board shall respond to any written request within a period of twenty (20) days. At its discretion, the Board may create a Tournament Committee charged with overseeing Club involvement with the tournament or tournaments. Club involvement may include running the event, or may include more limited assistance such as provision of online registration services, fiscal sponsorship, or Club merchandise. Members of any such committee may consist of Directors, Club members, or both. The Board shall appoint the Chair of each such Tournament Committee.
These Bylaws may be amended by resolution at an Annual Meeting or Special Meeting. Any club member seeking amendment of these Bylaws shall submit proposed changes in writing to the Board prior to the date of the Annual or Special Meeting. All such proposed changes shall be read aloud at such meeting, and then submitted to a vote of the members. Proposed amendments shall be adopted by an affirmative vote of two-thirds of the members present or represented by proxy; provided, however, that any provision of these Bylaws requiring the vote of a larger proportion of the members than is required by law may not be amended except by the vote of such greater proportion.
Upon the dissolution of the organization, assets shall be distributed as directed in the Articles of Incorporation, to a nonprofit entity organized and operated exclusively for charitable purposes as described in section 501(c)(3) of the Internal Revenue Code.
The general provisions, rules of construction, and definitions of the Montana Nonprofit Corporation Act, 35-2-113 et seq., as amended, shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter and the singular includes the plural.