THE JUNEAU ROWING CLUB
(A Nonprofit Corporation)
ARTICLE I - NAME The name of the corporation is the Juneau Rowing Club.
ARTICLE II LOCATION The principal offices of the corporation shall be maintained at 1890 Glacier Avenue #104, Juneau, Alaska 99801
ARTICLE III - DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.
SECTION 2. Number and Tenure of Board. The initial Board of Directors shall be seven (7). The initial members of the Board of Directors are:
The Board of Directors may from time to time adjust the number of Directors.
SECTION 3. Election of Successor Directors. The Board may from time to time elect successor directors as vacancies occur.
SECTION 4. Annual Meetings. An Annual Meeting of the Board of Directors shall be held without other notice than this bylaw on the third Thursday in January, or at such other time as the Directors shall appoint, in each year beginning with the year 2005.
SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at least quarterly at such times as determined by the Board and upon call by the President.
SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by, or at the request of, the President or any two Directors.
SECTION 7. Notice. Notice of any special meeting shall be given at least two (2) days previously thereto, by written notice, delivered personally or mailed by registered mail to each Director at his/her address of choice, or by e-mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mall in a sealed envelope, so addressed, with postage thereon prepaid. If notice is given by e-mail, such notice shall be deemed to be delivered when the e-mail is sent. Any director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business, because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of. any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
SECTION 8. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any scheduled meeting of the Board of Directors, provided that, if less than a majority of the Directors is present at such meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
SECTION 9. Manner of Action The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 10. Vacancies. Any vacancy occurring in the Board of Directors or in a directorship to be filled by reason of an increase in the number of Directors may be filled by the Directors at any regular or special meeting of the Board.
SECTION 11. Compensation. Directors shall not receive any compensation for their services, except that the Board of Directors shall have power at its discretion to contract far, and to pay to, Directors rendering unusual or exceptional services to the Corporation, special compensation appropriate to the value of such services and to reimburse Directors for reasonable travel and per diem expenses incurred on behalf of the Corporation.
SECTION 12. Powers. All the corporate powers, except such as are otherwise provided for in the Articles of Incorporation, these Bylaws, and in the laws of the State of Alaska, shall be and are hereby vested in, and may be exercised by, the Board of Directors. The Board of Directors may by general resolution delegate to the committees at its own number, or to administrators of the Corporation, such powers as they may see lit.
ARTICLE IV - OFFICERS
SECTION 1. Number. The Officers of the corporation shall be a President, a Vice President, a Treasurer, a Secretary, and such other Officers as may be elected in accordance with the provisions of this Article.
SECTION 2. Election and Term of Office. The Officers of the Corporation shall be elected at the annual meeting and shall serve until the next annual meeting, unless reelected.
SECTION 3. Removal. Whenever any Director fails to attend two-thirds (2/3) of the meetings of the Board or who, without excuse, misses three (3) consecutive regular meetings, the President may declare the position vacant and the Board shall then elect a successor.
SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors at any regular or special meeting of the Board of Directors for the unexpired portion at the term.
SECTION 5. President. The President shall preside at all meetings of the Board of Directors. He/she may sign, with the Secretary or any other proper officer, any deeds, mortgages, bonds, contracts or other instruments, which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other Officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and, in general, shall perform all duties incident to the Office of President and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 7. Vice President. In the absence of the President or in the event of his/her inability or refusal to act, the Vice President shall have all the powers of, and be subject to, the restrictions upon the President. Any Vice Presidents shall perform such duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
SECTION 7. Treasurer. The Treasurer shall, in general, advise and inform the Board of the finances of the Corporation and otherwise perform all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned to him/her by the President of the Board of Directors.
SECTION 8. Secretary. The Secretary shall:
(a) Keep the minutes of the Board of Directors' meetings in one or more books provided for that purpose;
(b) See that all notices are duly given in accordance with the provision of these Bylaws or as required by law; and
(C) In general, perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
SECTON 9. Executive Director. The Board may hire an Executive Director and such other employees as it shall determine are necessary to conduct the day-to-day affairs of the Corporation. The Executive Director shall, under the direction of, the Board, implement the policies decided by the Directors and perform other duties as assigned by the Directors. This executive officer shall not have voting privileges. The Board will fix the salaries from time to time for the Executive Director.
SECTION 10. Salaries. No Director, whether an Officer or not, shall receive a salary for his/her services, except as provided in Article IV, Section 9, herein. However, a Director may receive compensation for expenses, attendance at meetings and special services, as provided in Article III, Section 11.
ARTICLE V - CONTRACTS. LOANS. CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of, and on behalf of, the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances
SECTION 3. Checks. Draft. Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
ARTICLE VI - FISCAL YEAR
The fiscal year of the Corporation shall commence on January 1 of each year and end on December 31.
ARTICLE VII - WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provisions of these Bylaws or under the provision of the Articles of Incorporation or under the provisions of the law under which this Corporation is organized, waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.
ARTICLE VIII - AMENDMENTS
The Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board of Directors it which a quorum is present.
ARTICLE IX. MEMBERS
Any person who subscribes to the purposes of the corporation and pays the dues set by the Board of Directors may become a member of the corporation. The Board of Directors, in its discretion, may put any matter pertaining to the affairs of the corporation to binding or advisory vote of the membership, provided that neither the Board or Directors nor the membership shall have the authority or power to change any provision of the Articles or Bylaws of the corporation that would be inconsistent with maintaining the corporation's status as a non-profit, charitable corporation as required by section 501(c)(3) of the Internal Revenue Code. Except as provided in this article, membership is non-voting.
Meetings of the membership shall be held at least annually at a time and place to be determined by the Board of Directors.
ADOPTED _____THIS DAY OF ______, 2004
President, Board of Directors