These are the By-Laws adopted at the time the club was issued its non-profit status. Updates will be posted here.
NOTE: In this document the Southern Utah Rock Club is referred to as “Corporation”
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BY-LAWS
OF THE SOUTHERN UTAH ROCK CLUB, INC.
A Non-Profit Corporation
as of January 1, 2017
ARTICLE I—OFFICE
The Principle Office of this Corporation will be in the City of Cedar City, Iron County, State of Utah and, if so required by State Laws, the Corporation will have a registered office in the City of Cedar City, Iron County, State of Utah, and a Registered Agent whose office is identical with the Registered Office. The address of these offices may be changed from time to time by the Board of Directors.
ARTICLE II—PURPOSE
The Corporation is organized as a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
To educate members and the community and to disseminate knowledge about rocks and minerals and other geologic materials; to encourage mineral study; collecting, and fashioning as a hobby; to conduct meetings, lectures, displays and field trips and to promote appreciation of our natural resources.
ARTICLE III—BOARD OF DIRECTORS
Section 1. Membership: Officers
President, Vice President, Secretary, Treasurer.
Board Members
Iron County (1) one
Washington County (1) one
Outing Coordinator (1) one
Shop Manager (1) one
IT Director (1) one
Community Relations Coordinator (1) one
Membership (1) one (appointed by Treasurer, if needed)
Others appointed by the Board of Directors and approved by the Membership at a Regular Membership Meeting.
Section 2. Authority and Number:
The affairs, business and property of the corporation will be managed and controlled by its Board of Directors, numbering not less than Seven (7) nor more than Eleven (11) members, who are required to be residents of this State and a Member in good standing of this Corporation.
Section 3. Terms of Office:
The Term of Office will be one (1) year. Officers and Directors shall be elected to not more than three (3) consecutive terms. The President will act as Chair. Vice President will act as Chair in the absence of the President.
Section 4. Election:
Officers will be elected by the membership at the Annual Meeting. The Board of Directors will hold office until the expiration of their respective terms of office and until successors have been elected and/or appointed, unless sooner removed by death, resignation, disqualification, or otherwise by a majority vote of the Board of Directors.
Section 5. Mid-term Vacancies:
Amid-term vacancy on the Board of Directors will be filled by a majority vote of the Board of Directors for the unexpired portion of the term.
Section 6. Special Meetings:
A special meeting of the Board of Directors may be called by, or at the request of any officer or any three (3} Board Members. The person calling the special meeting will fix the time and place of such special meeting, taking into consideration the proximity and convenience to all such affected board members. Notice of such Special Meeting will be in accord with the notice provisions of Section 9 hereof. Robert’s Rules of Order will prevail at all such meetings.
Section 7. Regular Meetings:
Regular meeting of the Board of Directors will be held bi-monthly (1) hour prior to the monthly regular meeting of the Membership, by special call of the President or Vice-President, or by written resolution of the Board of Directors.
Section 8. Annual Meetings:
Annual meeting of the Board of Directors will be held each year on the first Thursday of April each year, for the purpose of any transaction of any other business that may come before the Board.
Section 9. Notice:
Notice of any meetings provided under these By-Laws will be given at least five (S) days prior to the date fixed for such meeting by written notice published in the monthly newsletter, email, and/or by telephone to each member. All board meetings shall be open to the membership.
Members may participate in discussion at Board Meetings, but only Board members may vote.
Section 10. Quorum:
The number of the Board ofDirectors necessary to constitute a quorum will be a simple majority, but if less than such number are present at said meeting, a majority of the directors present will adjourn the meeting. Any act by a lawful quorum of directors will be an act by the Board of Directors, unless such acts require a greater number of Board Members by law or by these By-Laws.
Section 11. Compensation:
Members of the Board ofDirectors will not receive any stated or fixed salaries for their services. However Board members may be compensated for work on behalf of the SURC when specifically authorized by the Board.
ARTICLE IV—DUTIES OF OFFICERS AND BOARD MEMBERS
Section 1. President:
The President will be the principle executive officer of the corporation and will in general supervise and oversee all of the day-to-day business affairs of the Corporation. He or she will preside at all meetings of members. He or she may sign with any other proper officer of the Corporation authorized by the Board of Directors any contract, deeds, or other instruments which the Board of Directors has authorized to be executed, except in those cases where the signing and execution thereof will be expressly delegated to the Board of Directors, or by these By-Laws, or by statute to some other office of President of the Corporation, and in general he or she will perform all duties incident to the office of President and other duties as prescribed by the Board of Directors from time to time.
Section 2. Vice-President:
In the absence of the President or in the event of his/her inability or refusal to act, the Vice-President will perform the duties of the President, and so acting, will have all the power of, and be subject to all the restrictions upon the President. Any Vice-President will perform other duties as from time to time may be assigned to him/her by the President or the Board of Directors.
Section 3. Secretary:
The Secretary will keep the minutes of all meetings of the Board of Directors and members, if any, in one or more books provided for that purpose: prepare and send all notices as provided under these By-Laws, or as required by law, be custodian of the Seal of the Corporation; see that the Seal of the Corporation is affixed to all documents, the execution of which, on behalf of this Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws and, in general, perform all duties incident to the office of Secretary and other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 4. Treasurer:
If required by the Board of Directors, the Treasurer will give a bond for the faithful discharge of his/her duties in such sums, and with such sureties as the Board of Directors determine. The Treasure will have charge and custody of, and be responsible for all funds and securities of the Corporation and receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such bank, trust companies or other depositories as will be selected by the treasurer contingent upon approval by the Board of Directors.
It will be the Treasurer’s responsibility to maintain membership records, including mailing addresses and membership standings in the corporation and in general, perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
The treasurer may appoint a club member in good standing to manage the membership roles and information under his/her direction.
ARTICLE V—COMMITTEES
The Board may establish committees, from time to time as it deems necessary, to further the aims of the association. Any such committees shall be under the direction of the President except for “fundraising” which shall be under the direction of the Treasurer.
ARTICLE VI—ACTION BY RESOLUTION
The Board of Directors may act without convening a regular or special meeting, by written resolution signed by all of the members of the Board of Directors and duly entered in the Corporation Records.
ARTICLE VII—BOOKS AND RECORDS
The Corporation will keep correct and complete books and records of accounts and will keep minutes of all proceedings of its Board of Directors, committees and, if applicable, its members. All books and records of the Corporation may be inspected by any member, or his/her agent or attorney for any proper purpose at any reasonable time.
ARTICLE VIII—CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts:
The Board of Directors may authorize any Officer or Officers, Agent or Agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract and/or execute and deliver any instrument in the name of, and on behalf of, this Corporation, and such authority may be general confined to specific instances shall be approved by the Board and signed by two officers.
Section 2. Checks, Drafts, etc.:
All checks, drafts, or orders for payment of money, notes or other evidences of indebtedness issued in the name of Corporation, will be signed by such Officer, Agent or Agents of the Corporation and in such manners as will from time to time be determined by resolution of the Board of Directors, such instruments will be signed by the Treasurer.
Section 3. Deposits:
All funds of the Corporation will be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Treasurer may select, contingent upon the approval of the Board of Directors.
Section 4. Gifts:
The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest, or device for the general purpose or for any special purpose of the Corporation, in compliance with any IRS Tax Exemption status.
ARTICLE IX—FISCALYEAR
The Fiscal Year of the Corporation will end on the 31st of March each year.
ARTICLE X—CORPORATE SEAL
The Board of Directors will provide a Corporation Seal which will have inscribed thereon the name of the
Corporation, the State of incorporation, and the Year of incorporation.
Said seal will be in the form impressed here.
ARTICLE XI—MEMBERS
Section I. Classes of Members:
The Corporation will have one class of members and two classifications. Classifications shall consist of individual member and family membership.
Section 2. Voting Rights:
Each membership, no matter its classification, will be entitled to one (1) vote on each matter submitted to a vote of the membership. When a membership includes a member and their spouse or significant other and both elect to vote, then each of them are entitled to one-half (1/2) vote.
Section 3. Termination of Membership:
The Board of Directors, by an affirmative vote of two-thirds (2/3) of all members of the board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who will be in default in the payment of dues.
Section 4. Resignation:
Any member may resign at any time by filing a written resignation with the Corporate Secretary.
Section 5. Reinstatement:
Upon written request, signed by a former member, filed with the Secretary of the Corporation, the Board of Directors may, by affirmative vote of two-thirds (2/3) of the members of the board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 7. Transfer of Membership:
Membership in this Corporation is not transferable or assignable.
ARTICLE XII—DUES AND FEES
Section 1. Annual Dues:
The Board of Directors may determine from time to time the amount of annual dues payable to the corporation by the membership.
Section 2. Payment of Dues:
Dues will be paid upon application for membership and pro-rated to March 31 of the member year, and then annually thereafter.
Section 3. Default and Termination of Membership:
When any member will be in default in the payment of dues for a period of one (I) month from the
beginning of the period, for which such dues become payable, membership may be there upon terminated.
Section 4. Fees:
Fees may be established by the Board of Directors for such activities as picnics, field trips, etc.
ARTICLE XII—MEETINGS OF MEMBERS
Section I. Annual Meetings:
The annual meeting of the members will be held on the Iast Thursday of April of each year, for the purpose of electing Officers, appointment of Board Members, and for the transaction of other business as may come before the meeting.
Section 2. Special Meetings:
Special meetings of the membership may be called by the President, Board of Directors, or not less than one tenth (1/10) of the members having voting rights.
Section 3. Place of Meetings:
The Board of Directors may designate any place within Iron County or Washington County within the State of Utah.
Section 4. Notice of Meetings:
Notice of all meetings excluding monthly meetings will be in accord with the “notice requirements” of Section 9 of Article III of these By-Laws.
Section 5. Quorum:
A simple majority of those attending a properly advertised meeting will carry any subject brought to a vote.
Section 6. Conducting of Meetings:
Roberts Rules of Order will prevail at all meetings of the membership.
ARTICLE XIV—REVIEW AND AMENDMENT OF BY-LAWS
Section I. Review:
The By-Laws will be reviewed by the committee appointed by the Board of Directors on an annual
basis. Recommended amendments to the By-Laws by the committee will be presented to the membership for approval.
Section 2. Amendments:
By-Laws may be amended at any regular business meeting of the membership by a vote of the majority of the entire membership; or, if the amendment was submitted in writing at the last regular business meeting, then they may be amended by a simple majority vote of the members present. While an amendment to the By-Laws requires a two-thirds (2/3) vote; an amendment of that amendment requires only a majority vote. For the purpose of this section “submitted in writing” includes being emailed to every member in good standing.
Section 3. Effective Date:
An amendment to the By-Laws that has been adopted goes into effect immediately upon adoption.
ARTICLE X—DISSOLUTION
Upon the dissolution of this organization, assets shall be distributed for one or more except purposes within the meaning of section 50 I (cX3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, or the a state or local government for a public purpose.
These By-Laws approved by the Board of Directors on January 7, 2017.
Board of Directors:
Joe Jenson, President
Theron Roberts, Vice-President
Glenn Pearson, Treasurer
Jennelle Zajac, Secretary