1

MICHIGAN ADVENTURERS CLUB

Bylaws

Article 1. GENERAL

A.

The name of the corporation is MICHIGAN ADVENTURERS CLUB. It conducts all of its activities under its registered name. In these bylaws, it is hereafter referred to as MAC, MAC is organized and operated exclusively for educational and charitable purposes within the guidelines of section 501(c)(3) of the Internal Revenue Code, and instruction 990.

B.

No part of the net earnings shall inure to the benefit of, or be distributed to, its Officer, Organizers of Members, except that they shall be authorized and empowered to pay, or be paid, reasonable compensation for related services rendered, and to make payments and distributions in the furtherance of purposes described in these bylaws, and the mission statement.

  1. Organizers shall have the benefit of reimbursed expenses, provided relevant receipts are submitted. The reimbursement must be related to:
  1. event supplies
  2. mileage reimbursement at the current accepted volunteer rate as stated by the IRS
  3. meals in connection with hosting an event
  4. lodging, rents and camping fees

C.

MAC Officers shall determine the location of the registered office, as well as principal post office address of MAC. MAC may also have offices at such other place or places as the Board may from time to time determine, or the business of the corporation may require.

D.

In the event of the dissolution or liquidation of MAC, its funds and other assets shall be used in a manner consistent with the mission statement of the corporation, including, but not limited to, transfer to another nonprofit organization with similar or compatible purposes and as further provided for in the Articles of Incorporation.

Article 2. PURPOSE AND ACTIVITIES

A.

The purpose of MAC shall be set forth in the Articles of Incorporation and any amendments to, or restatement of, as shall be filed with the appropriate office of the State of Michigan.

B.

The activities of MAC includes, but are not limited to: a) hiking, b) backpacking, c) biking, d) kayaking, e) canoeing, f) overnight outdoor trips, and g) first aid and safety education.

Article 3. MEMBERS AND ORGANIZERS

A

A Member of MAC shall be any individual who subscribes to the objectives of MAC, participates in activities, and pays the nominal annual membership dues. All Members are expected to abide by safety and welfare policies set forth by MAC. Violation may result in the removal of the Member by the Steering Committee.

B

Membership dues are collected on a voluntary annual basis, after a 90-day trial period. Membership does not include voting rights.

C

An Organizer is a member who volunteers to organize, host and take the lead in events and activities that uphold the Mission statement. Any member who wishes to become an Organizer, and who leads two successful events, may become an Organizer and have voting rights. An Organizer is automatically a member of the Steering Committee, and is invited to attend meetings and participate in voting. All organizers shall abide the safety and welfare policies set forth by MAC. Violations may result in removal of the Organizer by the Steering Committee.

D

Members and Organizers will be notified at least 15 days in advance of the time and place of the Annual Membership Meeting. This is a non-voting meeting for informational purposes.

Article 4. BOARD OF DIRECTORS AND STEERING COMMITTEE

A

1

The Board of Directors shall consist of a minimum of four Officers. The term of office is in perpetuity, until said person resigns or is removed from the Steering Committee by a vote. All board members are part of the Steering Committee.

2

The Steering Committee shall consists of a minimum of four members, all of whom must be Members of MAC. Organizers are part of the Steering Committee by default. The term of office of a Steering Committee member shall continue in perpetuity, until said person resigns or is removed by vote of the Steering Committee, or by vote of the Board of Directors in a special meeting. New Steering Committee members are created when Members are nominated, or self-nominate, to become an Organizer. New Organizers are accepted to the Steering Committee without vote.

B

1

As the body of MAC, the Board set policy,bylaws, direct the organization’s activities, and is responsible for management and oversight of its finances, including approval of its budgets and contractual agreements.

2

The Steering Committee engages to carry out MAC’s objectives and mission statement, plans events, give opinion as to quality of events, gives report on Membership issues, engages volunteers to carry out objectives, informs policies, appoints liaisons to other organizations, and votes on disciplinary action. The Steering Committee is responsible for ensuring that MAC operates according to these Bylaws.

C

Organizers and Officers shall meet as the Steering Committee annually. Steering Committee members shall be notified at least 15 day in advance of the time and place of said meeting.

  1. Time and place of meeting will be determined by the President or Vice President
  2. Agenda shall be set by the President, with due input from the Steering Committee

D

A quorum for the Annual Steering Committee is four people, at least two of whom must be Officers. Each member of the Steering Committee shall have one vote, and votes are non-transferable.

E

The Board of Directors shall meet at least once a year. Voting by email is acceptable. The Steering Committee shall meet at least once a year. Meetings of the Board of Directors and the Steering Committee are open to all Members, on a non-voting, audience basis. All meetings shall be held in a location accessible to the public. The General Membership meeting shall be held once a year in a location accessible to the public.

F

The quorum for transacting business by the Steering Committee is one-half of the number of the Committee. All questions set forth in the meeting shall be determined by a vote of a majority of the Committee Members voting.

Article 5 DUTIES OF OFFICERS

A

The President shall preside at Board of Directors meetings, and at Steering Committee meetings. The President shall with the approval of the Board, form and dissolve committees, appoint committee chairs, and set forth the meeting agendas.

B

The Vice President shall perform the duties of the President in the absence of, or at the request of the President

C

The Secretary is the custodian of MAC’s organizational records and records meeting minutes. In lieu of the Secretary’s absence at a meeting, members of the Board can appoint a present Member to take meeting minutes. Organizational records may be made available online, in lieu of hard copies.

D

The Treasurer is the custodian of MAC’s finances. The Treasurer shall disburse funds and shall keep a record of said expenditures, as directed by the Board of Directors. The Treasurer is responsible for filing all state and federal tax returns and all related reports and documents.

Article 6 NON-LIABILITY OF DIRECTORS AND MEMBERS

A

The Steering Committee of this corporation shall not be personally liable for the debts, liabilities, losses or other obligations of the corporation.

B

The Board of Directors of this corporation shall not be personally liable for the debts, liabilities, losses or other obligations of the corporation.

C

A Member of this corporation shall not be personally liable for the debts, liabilities, losses or other obligations of the corporation.

Article 7 AMENDMENTS

A

Amendments to these bylaws may be proposed by the Steering Committee or by petition of 10% or more of the Membership. Any proposed amendment shall be submitted to a vote at the annual Steering Committee meeting.

B

An amendment is adopted if approved by at least two-thirds of the Steering Committee voting at the annual meeting

Article 8 EFFECTIVE DATE

The effective date of these bylaws is July 27, 2015.