United Four Wheel Drive Associations
An International Organization
An International Organization
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United Four Wheel Drive Associations
An International Organization |
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BYLAWS Revised July 2004 NAME The name of the Association shall be: UNITED FOUR WHEEL DRIVE ASSOCIATIONS, INC. hereinafter referred to as United. PURPOSE United shall be a non-profit association organized primarily to assist and represent member associations in issues as they relate to the use of motorized vehicles on public and private lands. No financial obligation is intended by this declaration. OBJECTIVES Section 1. Engage in legislative advocacy regarding any and all legislation that would affect the activities of the members. Section 2. Establish and maintain an interchange of information relating to four wheel drive associations problems and possible solutions. Section 3. Cooperate with associations on land use and related problems. Develop guidelines and procedures for effective solutions to land use problems. Section 4. Promote, develop and coordinate educational and scientific programs pertaining to safe and responsible use of motorized vehicles. Section 5. Implement programs in cooperation with industry, wherein mutual assistance and support can be generated. Section 6. Explore methods by which funds, grants, etc., can be obtained to conduct studies, surveys, public polls and other data relating to four wheel drive vehicle use on public and private lands. Section 7. Inform and coordinate the input of members of United and other interested parties regarding pending and/or proposed legislation, land use planning or other action that would affect their activities. Section 8. Assist government agencies in formulating policy concerning the development of areas and trails for four wheel drive vehicle use and related activities. Section 9. Improve recreation, friendship, and unity of the four wheel drive groups through closer communication and organized activities. FISCAL YEAR The fiscal year shall be the calendar year. MEMBERSHIP Section 1. There shall be five (5) classes of membership: Association, Individual, Associate, and Supporting. Section 2. Association membership is the voting membership and shall be limited to associations in good standing. For these purposes, an association is an incorporated four wheel drive association of two (2) or more clubs or organized groups. Section 3. Associate memberships shall include those organizations identified in the Standard Operating Procedures as hereinafter set forth. They shall be nonvoting and may not hold elective office. Section 4. Supporting memberships shall include those organizations identified in the Standard Operating Procedures as hereinafter set forth. They shall be nonvoting and not hold elective office. Section 5. Individual Membership shall be unlimited but are nonvoting and may not hold elective office. There shall be two (2) classes of individual memberships: Club and Individual. DUES All membership dues are to be determined by the delegates and covered in the Standard Operating Procedures. DELEGATES Section 1. Each association in good standing shall be entitled to the number of delegates entitled to the association pursuant to Article 1 of the membership provisions of the standard operating procedures as hereinafter set forth, provided such delegates are properly credentialed. Credentials can be proceedings from formal Association meetings, written confirmation by the member association as to authority to represent, or other credentials as may be approved by United's Board of Directors. For these purposes an association in good standing is one which has paid its dues to date. Section 2. Non-credentialed delegates may be seated by the United presiding officer after confirming with such delegate(s)' member association. DELEGATES MEETINGS Section 1. One meeting shall be held each year. Notice shall be sent to all members not less than sixty (60) days prior to the meeting. Section 2. Special meetings may be called upon approval of two-thirds (2/3) of the Board of Directors or by petition signed by five (5) member associations provided all member associations are notified not less than twenty-five (25) days prior to the meeting. Section 3. The Delegates present from the member associations in good standing shall constitute a quorum at all Delegates meetings. Section 4. The delegates must approve the budget for fiscal year following the date of the Annual Meeting and review for approval and modification the current year's budget. This does not prevent the Board from revising the budget if required. Section 5. Any association may petition for removal of an officer, either elected or appointed, from office. The request shall be made in writing to the United President. If recommending removing the President request shall be made to the 1st Vice-President. Said President or 1st Vice-president shall facilitate a vote of the Delegates on said petition within 60 days after receipt. Removal of an officer will require a two-thirds (2/3) majority vote of the member association delegates. Vote may be taken by certified mail if necessary. VOTING Section 1. Proxy or absentee votes are prohibited. Section 2. The President may cast one (1) vote in case of a tie. OFFICERS The officers shall be: President, 1st Vice-president, 2nd Vice President, Secretary, Treasurer, Immediate Past President and three (3) Directors-at Large. ELECTION OF OFFICERS Section 1. Nominees for office shall be members in good standing of good standing member associations. Section 2. The President, Directors-at-Large and the Secretary, shall be elected on the even numbered years by a majority vote of the delegates. Section 3. The Vice-presidents, and the Treasurer shall be elected on the odd numbered years by a majority vote of the Delegates. Section 4. Elections shall be held at the first scheduled delegates meeting of the fiscal year. Section 5. All terms of office shall be two (2) years. BOARD OF DIRECTORS Section 1. The Board of Directors shall consist of the elected officers. Section 2. The Board of Directors shall manage the property, affairs and business of United. Section 3. The Board of Directors shall meet at least two times per year at times and places agreed upon by the Board members. The Board shall also meet before and after each annual meeting of the delegates. Section 4. The Board of Directors may conduct telephone conferences in lieu of physical meetings. Decisions reached by telephone meetings shall require a two-thirds (2/3) majority vote. A record of the teleconference shall be maintained by the Secretary and shall be distributed to the Board of Directors and the Delegates. Section 5. Two-thirds (2/3) of the members of the Board of Directors shall constitute a quorum at all Board of Directors meetings. Section 6. Any vacancy occurring in the Board of Directors caused by death, resignation, or removal shall be filled by a majority vote of the remaining Directors, though less than a quorum. The successor shall hold office until the next annual meeting at which time the Delegates shall elect a successor who shall hold office for the unexpired term of the Officer so replaced. Section 7. Removal for Cause: Any Director or Officer may be removed at any time by the affirmative vote of a 2/3 majority of the Delegates voting, or by the affirmative vote of a 2/3 majority of the Board of Directors with opportunity to appeal to the general membership. Section 8. If a Board member misses two consecutive board meetings without excuse by the majority of the Board of Directors, that member shall be considered as tendering a de facto resignation. Such resignation shall constitute a vacancy in the board to be filled according to Article 12, Section 6 of the by-laws. Section 9. No officer shall receive compensation for any services he/she may render to the association as an officer; however, any officer may be reimbursed for his/her expenses. All expenditures over $200.00, other than Board meetings, must have prior approval by the treasurer and vice-president. OFFICIAL PUBLICATION United's official publication shall be United's Voice. UNITED OFFICE The United Four Wheel Drive Associations Office will be supervised by the Secretary. AUTHORITY All proceedings shall be governed by these Bylaws, Standard operating Procedures promulgated by two-thirds (2/3) majority vote of the Delegates or by Robert's Rules of Order, Revised. AMENDMENTS Section 1. These Bylaws may be amended by two-thirds (2/3) majority vote of the Delegates present at any scheduled meeting of the Delegates provided that fifty-on percent (51%) of the Member Associations are present. Section 2. The Standard Operating Procedures may be amended by two-thirds (2/3) majority vote of the Delegates present at any scheduled meeting of the Delegates or two-thirds (2/3) majority vote of the Board of Directors at any Board meeting. Section 3. All members shall be advised of proposed amendments to the Bylaws in writing no less than sixty (60) days prior to any scheduled meeting. DISSOLUTION Upon Resolution to dissolve voluntarily or decree ordering involuntary liquidation, the assets of United shall be distributed in accordance with the state laws governing such actions, in the state in which United is incorporated.
2005 Proposed Changes (Submitted May 15, 2005) All Delegates, The following notice satisfies Article 16, Section 3 of the United Four Wheel Drive Associations' bylaws which requires all members shall be advised of proposed amendments to the Bylaws in writing no less than sixty (60) days prior to any scheduled meeting. The following sections of the United Four Wheel Drive Associations' bylaws are proposed for amendment at the 2005 annual meeting to be held in Montana. A copy of the current by-laws will be made available on the United website at www.ufwda.org or you may contact the United office at 1-800-44-UFWDA. 1) Article 5, Section 2: proposed amendment would reflect association voting privileges if changed by delegates under membership restructuring plan presented by the board of directors. 2) Article 6: Proposed amendment would be: All membership dues are to be determined by the board of directors and covered in the Standard Operating Procedures. 3) Article 8, Section 5: Proposed amendment would replace the words "1st Vice President" with "Vice President" in order to be consistent with current board structure. 4) Article 10: a) first proposed amendment would replace the words "1st Vice President" and "2nd Vice President" with "Vice President" and "International Vice President" in order to be consistent with current board structure. b) second proposed amendment would eliminate the positions of Secretary and Treasurer and move them to appointed positions resulting in five (5) Directors-at-Large instead of three (3) as currently written. 5) Article 11, Section 2: The proposed amendment would eliminate the word "Secretary" if that position becomes an appointment position as a Director-at-Large. 6) Article 11, Section 3: The proposed amendment would eliminate the word "Treasurer" if that position becomes an appointment position as a Director-at-Large. The above proposed changes represent either changes that are being contemplated by the Board as part of the re-structuring of the organization or are house keeping items that are required either (a) as a result of a proposed change or (b) to better synchronize the current SOPs with the by-laws.
Wayne Groom |
