Gallup Trails 2010 Bylaws

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Bylaws of Gallup Trails 2010, Incorporated.


Article I NAME


The name of this corporation shall be Gallup Trails 2010, Incorporated.


Article II PURPOSE


This corporation is formed for charitable, educational and scientific purposes, including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law).


This Corporation is specifically formed to develop a comprehensive multi-use trail system in and around the community of Gallup, to improve the quality of life for local residents by providing outdoor recreation opportunities and infrastructure, to create and distribute maps and guides facilitating use of such developments, to interest and engage Native American and other youth in outdoor related activities, and to provide data about the economic and environmental impact of such activities.


Article III MEMBERSHIP


Any person may become a General Member by applying for membership and making such contribution to the corporation as determined by the Board of Directors. General Members may be divided into subtypes based on contribution amounts. General Members shall have no voting or administrative rights but shall be eligible for appointment to standing and special committees and project task forces as determined by the Board of Directors.


Article IV BOARD OF DIRECTORS


Section 1. The business and property of the corporation shall be managed and controlled by the Board of Directors, and an Executive Director hereby created and empowered.

Section 2. Numbers and Qualifications of Directors: The Board of Directors shall consist of five (5) members. All Board of Directors must be 18 years of age or older with no felony record.

Section 3. Election of Board of Directors: At the first annual meeting of the members of this association, Directors shall be elected by the Board to succeed the incorporating Directors. Directors will serve for unlimited terms.

All Directors shall be elected by secret ballot, and the nominee(s) receiving the greatest number of votes shall be elected.

Section 4. Duties of President: The President shall (1) preside over all meetings of the association and of the Board of Directors; (2) call special meetings of the Board of Directors; (3) appoint such committees as the Board of Directors may deem advisable for the proper conduct of the corporation; and (4) perform all acts duties usually performed by a presiding officer.

Section 5. Duties of Vice-President: In the absence or disability of the President, the Vice-President shall perform the duties of the President, provided, however, that in case of death, resignation, or disability of the President, the Board of Directors may declare the office vacant and elect any eligible President.

Section 6. Duties of Secretary: The Secretary shall keep a complete record of all meetings of the association and the Board of Directors and shall have general charge and supervision of the books and records of the association. The Secretary shall sign papers pertaining to the association as authorized or directed the Board of Directors. The Secretary shall serve all notices required by law and by these Bylaws and shall make a full report of all matters and business pertaining to the office to the members at the annual meeting. The Secretary shall make all reports required by law; and shall perform such other duties as may be required by the Board of Directors. Upon the election of a successor, the Secretary shall turn over to the successor all books, records, property, and documents belonging to the association.

Section 7. Duties of Treasurer: The Treasurer shall be responsible for the keeping and disbursing of all monies of the association, and shall keep accurate books of accounts of all transaction of the association. The Treasurer shall perform such duties with respect to the finances of the association as may be prescribed by the Board of Directors. Upon the election of a successor, the Treasurer shall promptly turn over to the successor all monies, books, records, property, and documents belonging to the association.

Section 8. Vacancies: In case of any vacancy in the Board of Directors by death, resignation, disqualification, increase in number, or other cause, the President, with the advice and consent of the Executive Director, shall appoint a qualified successor to serve until the next general election of Directors at an annual meeting of the Board members.

Section 9. There will be one Annual Meeting as well as Quarterly Meetings, and no notice shall be required for any such regular meeting of the Board. The Board, by rule, may provide for other regular meetings at stated times and places, of which no notice shall be required.

Section 10. Special Meetings of the Board of Directors shall be held whenever called by direction of the President or by a quorum of the Board of Directors.

The Secretary of the corporation shall give notice to each Director of each special meeting by mail or telephone at least fifteen (15) days before the meeting, except if any Director waives such notice. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Any meeting, at which every Director is present, even though without any notice, may transact business.

Section 11. At meetings of the Board of Directors, business shall be transacted in such order as the Board of Directors may determine.

Section 12. At the regular annual meeting of the Board of Directors, the Board shall proceed to the election of Officers of the corporation.

Section13. The written contracts of the association shall be executed on behalf of the association by the President or Vice-President and attested by the Executive Director and the corporate seal.

Section 14. A majority of three (3) Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn the meeting until such time as a quorum shall be present.

Section 15. Removal of Directors: Whenever any Director shall fail to attend three (3) consecutive Board meetings, either regular or special, without just cause and provided that notice of such meeting has been given in accordance with these Bylaws, then it shall be the duty of the Board to remove said Director and to fill the vacancy in accordance with Section 8 of this Article. The majority of the Board of Directors may remove any Director at any time with just cause.

Article V DUTIES OF DIRECTORS


Section 1. Powers: The Board of Directors shall have the power and authority to make, amend, repeal and enforce such rules and regulations, not contrary to the law or the Certificate of Incorporation of these Bylaws, as they may deem expedient concerning the conduct, management, and activities of the corporation, the admission, qualification, suspension and expulsion of circle members and Executive Director, the rules and regulations governing the procedure of such suspension and expulsion and removal, appoint legal counsel and a Certified Public Accountant as needed, oversee the preparation of an annual report, make regulations regarding loan funds and grants to circle members and loans and funds made to the corporation fund from social investors, the expenditures of money, the auditing of books and records and other details relating to the general purposes of the corporation.

Section 2. The Board of Directors from time to time may create and empower standing or special committees.



Article VI ADVISORY GROUP


The Directors shall seek to establish a larger group of emeritus members who shall serve as an advisory group to the Board of Directors.


Article VII. INDEMNIFICATION

Section 1. The association may purchase liability insurance coverage for any person serving as an officer, director, employee or agent to the extent permitted by State law. None of the persons serving on the board of directors may at any time be interested persons. An interested person is defined as any person receiving compensation from the Corporation for services rendered to it within the previous twelve months, whether as a full time or part time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation.


Article VIII. AMENDMENTS


The Board of Directors shall have the power to make, amend and repeal the Bylaws of the corporation by vote of the majority of the Directors at any regular or special meeting of the Board.

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