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 Isle Madame ATV Riders Association

 As adopted in 1996 and amended in 2011

 ARTICLE 1: NAME

1.1 The Association shall be known as the Isle Madame ATV Riders Association.

1.2 The Association is registered as a society at the Registry of Joint Stock Companies in Nova Scotia.

1.3 English and French shall be the official languages of the Association.

1.4 The head office of the association shall be PO Box 208 Arichat, N.S. B0E 1A0

 ARTICLE 2: PURPOSES

 2.1 To provide outdoor recreation by means of a  multipurpose trail to the members and the general public.

2.2 To organize and promote trail activities in the area.

2.3 To assist and supply services to trail users visiting our area.

 ARTICLE 3: MEMBERSHIP

 3.1 MEMBERSHIP CATEGORIES. Membership in this Association shall be divided into two categories:

Member and Associate Member with both categories having the same voting rights, that is one vote per member.

3.2 MEMBERSHIP YEAR. The membership year shall extend from January 1st to December 3lst.

3.3 MEMBERSHIP DUES. The membership dues shall be determined from time to time by the Board of Directors. Reduced membership dues may be designated for youth. Failure of a Member to pay dues automatically terminates the individual's membership in this Association, unless otherwise stipulated by the Board of Directors. Upon the request and payment of tardy and current dues, any person whose membership has been automatically terminated for non-payment of dues may be reinstated by the Secretary-Treasurer of the Association.

 ARTICLE 4: OFFICERS, NOMINATIONS, ELECTIONS

 4.1 OFFICERS. The Officers of this Association shall be President, Past-President, Vice-President, Secretary and Treasurer.

 4.2 TERMS OF OFFICE.

a) The Officers of the association shall be appointed by the Board of Directors following the Annual General Meeting and shall be for a one year term.

b) The President upon completion of his or her term shall become Past-President.

c) A term of office shall begin immediately following their appointment and end at the next Annual General Meeting.

e) If an elected Officer is not ready to take office within one month of the initiation of his or her term, the Board of Directors may declare the office vacant and appoint a substitute to complete the unexpired term.

 4.3 BOARD OF DIRECTORS.

a) The Board of Directors of the Association shall consist of the Officers described at Article 4.1, plus 5 Directors-at-Large and two Youth representatives.

b) Directors-at-Large shall serve three year terms, and three Directors-at-Large shall be replaced every year. Youth representatives shall not have voting rights and will be nominated for one or two year terms.

c) The Board of Directors shall carry out policy as determined by the general meeting of the Association. It shall have the power to approve the budget and to direct and review the general affairs of the Association.

d) The Board of Directors shall hold a regular meeting each year prior to the Annual Meeting of the Association and may call additional meetings of the Board of Directors as necessary.

e) One-half of the members of the Board of Directors shall constitute a quorum for the official transaction of business. Unless otherwise specified herein, decisions shall be based on a simple majority vote.

 4.4 EXECUTIVE COMMITTEE.

a) The Executive Committee of the Association shall consist of the Officers described at Article 4.1.

b) The Executive Committee shall implement and enforce the policies and decisions of the Board of Directors, and assist the President in managing the affairs of the association.

c) All actions taken by the Executive Committee shall be reported regularly to the Board of Directors.

 4.5 NOMINATIONS AND ELECTIONS.

a) At each annual meeting as the terms of office of Officers and Directors expire, the Nominating Committee shall endeavour to present a slate of at least three names to fill the positions of the expired terms of the Board of Directors. The youth representatives are nominated and will represent the youth using the trail system and can make recommendations or voice their opinion at meetings of the association.

b) The Nominating Committee shall endeavor to ensure appropriate area representation throughout Isle Madame.

c) After the Nominating Committee presents its list of candidates, nominations may be made from the floor. If seconded, the name of the person(s) nominated shall be added to the list of candidates for election.

d) When only one candidate stands for office, she or he is proclaimed elected. Otherwise, election shall be by written ballot and the votes shall be counted by the Secretary and a member from the floor chosen by the assembly.

 4.6 VACANCIES.

a) If a vacancy occurs in the office of the President, the Vice President shall convene.

b) When a vacancy occurs in any office or Directorship, the Executive shall fill the vacant position until the next annual election.

 4.7 DUTIES OF OFFICERS.

a) The President shall preside at all business meetings of the Association, its Board of Directors and its Executive Committee. The President shall create and appoint such temporary committees as deemed necessary; receive and analyze the annual reports of the officers and committees of the Association preceding the Annual Conference; submit an annual report of the status, program and needs of the Association; actively promote the Association's public relations; represent the Association at meetings of other associated organizations and perform those duties usually associated with this office.

b) The Past-President and the Vice-President shall assist the President when requested. The Vice-President shall assume the duties of the President in the event of the latter's absence, disability, or request.

c) The Secretary shall act as recording secretary for all general meetings, meetings of the Board of Directors and the Executive Committee. She or he shall carry on all routine correspondence in the name of the Association or as directed by the Officers of the Board. The Secretary shall receive and circulate reports of committees, and prepare and present an annual report of the Executive Committee and the Board for the Annual Meeting. The Treasurer of the Association, as a member of the Membership Committee, collects all membership dues and maintains the official and current membership file of the Association. In addition, the Treasurer shall submit an annual financial report to the Board of Directors and to the Association's Membership.

 ARTICLE 5: COMMITTEES

 5.1 COMMITTEE STRUCTURE. The committee structure of this Association shall consist of: a Nominating Committee, Auditors Committee, and any committee as deemed necessary by the Board of Directors. 

5.2 All committees shall be accountable to the general Membership and to the Board of Directors between Annual Meetings.

5.3 All committees shall be established or discontinued by the Board of Directors, or by the general Membership at the Annual Meeting.

5.4 The President shall appoint the chairs and members of all committees.

5.5 The Membership Committee shall be in charge of promoting admission and maintenance of membership in the Association. It shall include the Secretary-Treasurer, and act in consultation with the Directors-at-Large.

5.6 The Nominating Committee shall be in charge of proposing nominees for the seats of Officers and Directors of the Association. It shall include at least two Directors-at-Large and act in consultation with the other Directors-at-Large.

 ARTICLE 6: FINANCES

 6.1 Annual dues of all classes of membership shall be set by the Board of Directors in accordance with the Association's financial needs. Any changes will be reported at the next Annual general membership meeting.

6.2 The Secretary-Treasurer shall receive dues and other payments, keep accounts, authorize outgoing cheques, and render reports as provided in Article 4.7 (c) above.

6.3 An Auditor shall be appointed by the Members of the Association at each Annual Meeting.

The Auditor shall:

a) Examine annually the financial statement of the Secretary-Treasurer, including such tests of accounting records and other information as will enable him or her to give an opinion on the financial statements.

b) File reports with the Secretary-Treasurer not less than eight weeks before the Annual Meeting of the Board of Directors. The report shall be submitted to the Annual Meeting at which time it shall be read and shall be opened to inspection by all Members of the Association. The report of the Auditor shall also be included in the Annual Report to members, of the proceedings of the Board of Directors.

c) Examine and report on other financial affairs of the Association at any time during the year upon request of the Board of Directors.

6.4 Funds received by the Association shall be handled by the Secretary-Treasurer and deposited in an appropriate financial institution approved by the Board of Directors.

6.5 By affirmative vote of a simple majority of voting members of the Board of Directors, the Secretary-Treasurer shall invest in approved trustee investments stated amounts of the funds of the Association as directed from time to time.

6.6 All revenue derived from dues, assessments, sale of publications, grants or any other source shall be used exclusively for the work of the Association. Such funds shall be expended in accordance with Association purposes consistent with its budget, or with the special terms of a grant or bequest consistent with Association purposes. No part of the incomes of the Association shall be paid to any member as a share or dividend; but officers, committee members and employees may be reimbursed for necessary expenses related to their duties; and employees may be paid wages and salaries as authorized by the Board of Directors.

6.8 No Member or group of Members shall commit the funds or other assets and resources of the Association in any way except as stipulated in these Bylaws.

6.9 DISPOSAL OF ASSETS

a) In the event the Association is dissolved, the Board of Directors shall remain in existence for not more than 12 months to terminate the affairs of the Association in accordance with the provisions of this section.

b) After payment of debts and obligations, the Board of Directors shall reimburse the research groups and institutions for funds expended on behalf of the Association  in proportion of such expenses.

c) After such payments and reimbursements, any remaining assets of the Association shall be transferred to one or more recognized charitable organizations in Canada, having similar goals.

d) Should the authorized transfer of funds not have been completed by the end of the twelfth month after dissolution of the Association, a majority of the Members of the last Executive Committee of the Association shall have authority to complete the provisions of this section.

6.10 No Member or group of Members other than a duly established committee of the Association shall use the name of the Association or its logo in an activity without the prior written permission of the Secretary-Treasurer acting with the advice and consent of the Board of Directors.

 ARTICLE 8: MEETINGS AND REPORTS

 7.1 Except for sufficient reason, there shall be an Annual Meeting of the Association. One general session of the Annual Conference shall be arranged for and designated as the Annual Business Meeting for the purposes of making policy, reporting and reviewing all decisions of the Board of Directors. All decisions of the Board of Directors shall be reported to the Association Membership at the Annual Business Meeting of the Association.

7.2 The Board of Directors of the Association shall have the authority to set the time, place, and registration fees of the meetings of the entire Association. On the petition of ten percent of the Active Members, however, the Board of Directors must call a meeting to be held within three months from the date of the petition.

7.3 Announcement of the time and place of any meeting of the entire Association shall be made as far ahead as is reasonably possible; in every case, notice shall be posted in time to reach Active Members at least 30 days in advance of the meeting date.

7.4 Active Members of the Association may vote on matters referred to the Association at the Annual Business Meeting, and may initiate business at such meetings. Motions passed at the Annual Business Meeting shall be acted upon by the Board of Directors.

7.5 Minutes of the preceding Annual Business Meeting, with a summary of any other material which concerns a program of the Association for its membership, shall be included in the annual report by the Secretary-Treasurer.

7.6 The financial year of the Association shall extend from January 1st to December 31st.

 ARTICLE 8: AMENDMENTS AND REVISIONS

 8.1 INITIATION OF CHANGE. Amendments to, or other changes in, these Bylaws may be initiated in any of the following ways:

a) The Board of Directors may formulate proposals for amendment of these Bylaws and submit them, with any arguments it chooses, to the Active Membership for vote.

b) The President may appoint a Committee to consider revising the Bylaws in general or in particular, and subsequently submit to the Membership of the Association the Committee report, together with recommendations of the Board of Directors for or against the proposals.

8.2 Amendments or revisions to this document may be considered formally by the Active Members of the Association at the Annual Meeting. An affirmative vote of at least two thirds of those voting members in attendance shall be required for acceptance of an amendment.

8.3 Unless otherwise specified, an amendment approved by the Active Members becomes effective on the date selected by official action of the Board of Directors, but in no case later than the next Annual Business Meeting.

 ARTICLE 9: PARLIAMENTARY AUTHORITY

 9.1 In the absence of any provision to the contrary in these Bylaws, all business meetings of the Association and its various components shall be governed by the Parliamentary rules and usages contained in the current edition of Roberts Rules of Order, Revised.

 Dated this 20th day of April, 2011 in Arichat, Nova Scotia.

 Signed on behalf of the Isle Madame ATV Rider's Association.

 ____________________________ Norma E. Boudreau, President

 ____________________________ Shelley Short, Secretary