Bylaws of Blue Ridge Trail Riders, Inc.

home
about us
club rides
special events
bulletin board
triathlon
BRTR shoppe
club pictures
newsletters
maps
forms
links
Article I ..................................................... Membership
Article II .................................................... Members' Meetings
Article III ................................................... Members' Voting
Article IV .................................................. Board of Directors
Article V ................................................... Officers
Article VI .................................................. Amendment of Charter and Bylaws
Article VII ................................................. Operations
Article VIII ................................................. Records

ARTICLE I - MEMBERSHIP

Section 1. ADMISSION. Membership is limited to equestrians and their immediate families demonstrating an interest in the purposes of this corporation. Membership fees, membership guidelines, and admission procedures shall be contained in the corporation's operational procedures.

Section 2. RESIGNATION. A member may resign at any time, but such resignation does not relieve the member from any obligations the member may have to the corporation.

Section 3. TERMINATION. A membership cannot be terminated without cause. Termination shall be in accordance with the corporation's operational procedure, said procedure to include:
    a. Not less than fifteen (15) days prior written notice of the expulsion, suspension, or termination and the reasons therefore; and
    b. An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, suspension, or termination not take place.
    c. Written notice by certified mail sent to the last address of the member shown on the corporation's records.

Section 4. PURCHASE OF MEMBERSHIPS. The corporation may not purchase any of its memberships or any tight arising therefrom.

Section 5. RIGHTS AND OBLIGATIONS. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, and with respect to any other matter.

Section 6. TRANSFERS. No member may transfer a membership or any right arising therefrom.


ARTICLE II - MEMBERS' MEETINGS

Section 1. ANNUAL MEETING. An annual meeting shall be held within 30 days after the close of the fiscal year, at such time and place as the Board may choose. At the annual meeting:
    a. The President and Treasurer shall report on the activities and financial condition of the corporation; and
    b. The members shall elect directors and officers and shall consider and act upon such other matters as may be raised.

Section 2. SPECIAL MEETINGS. A special meeting of members shall be held:
    a. On call of its board of directors, the president, or
    b. If the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting, sign, date, and deliver to the corporation's Secretary, one (1) or more written demands for the meeting describing the purpose(s) for which it is to be held.
    c. Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting of members.

Section 3. NOTICE OF MEETINGS AND WAIVER OF SAME. Written notice stating the place and time of the meeting and, in case of a special meeting, the purpose(s) for which the meeting is called, shall be made no fewer than ten (10) days nor more than two (2) months before the meeting date. A member's attendance at a meeting:
    a. Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting; and
    b. Waives objection to consideration of a particular matter at the meeting that is not within the purpose(s) described in the meeting notice, unless the member objects to considering the matter when it is presented.

Section 4. RECORD DATE - DETERMINING MEMBERS ENTITLED TO NOTICE AND VOTE.
    a. Annual Meeting. Members entitled to vote at the annual meeting shall be those members of record as of the beginning of the annual meeting.
    b. Special Meetings. Members entitled to vote at special meetings shall be those members of record as of the close of the fifth preceding business day on which notice is given.
    c. Regular Meetings. Members entitled to vote at regular meetings shall be those members of record as of the beginning of the fifth preceding business day on which notice is given.


ARTICLE III - MEMBERS' VOTING

Section 1. MEMBERS LIST FOR MEETING.
    a. The Secretary shall prepare an alphabetical list of the names of all its members who are entitled to notice of a meeting. The list must show the address and number of votes each member is entitled to vote at the meeting.
    b. The list of members must be available for inspection by an member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member is entitled on written demand to inspect and, subject to the limitations in Article VIII Section 2, to copy the list, at a reasonable time.
    c. The Secretary shall make the list of members available at the meeting, and any member is entitled to inspect the list at any time during the meeting or adjournment.

Section 2. VOTING ENTITLEMENT. Each member is entitled to one (1) vote on each matter voted on by members.

Section 3. QUORUM REQUIREMENTS. Ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.

Section 7. COMMITTEES. A board of directors may create one (1) or more committees of the Board. A committee may consist of one (1) natural person. The creation of a committee and appointment of members to it must be approved by the greater of a majority of all the directors in office when the action is taken.

Section 8. VACANCIES. Vacancies on the Board, created for reasons other than expiration of term, shall be filled by the Board.


ARTICLE V - OFFICERS

Section 1. NUMBER AND TERM.
    a. The corporation shall have, as a minimum, the following officers: President, Vice-President, Corporate Secretary, Recording Secretary, and Treasurer. The initial term of the officers shall be for two years; thereafter, officers shall fill a one-year term.
    b. The president may appoint for a specified time one (1) or more assistant officers.

Section 2. COMMITTEES.
    a. The President may create one (1) or more committees to:
        (1) assist him/her or another officer with any functions that are within the jurisdiction of the President or another officer or
        (2) perform a function of a specific nature.
    b. A committee may consist of one (1) natural person.
    c. The authority of the committee will be limited to such authority given specifically by the President upon creation of the committee.

Section 3. RESIGNATION AND REMOVAL OF OFFICERS.
    a. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the later effective date, its Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.
    b. A Board may remove any elected officer at any time with cause.


ARTICLE VI - AMENDMENT OF CHARTER AND BYLAWS

Section 1. CHARTER.
    a. The charter may be amended by the Board of Directors without member approval:
        (1) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State,
        (2) To change the address of the principal office of the corporation;
    b. Except as allowed by section (a) above, changes to the charter may be made upon approval of twenty-five percent (25%) of the voting membership. Such approval may be obtained at a special meeting or regular meeting. The corporation must give notice to its members of the proposed meeting at which an amendment is proposed. The notice must be in writing and must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

Section 2. BYLAWS.
    a. The Board of Directors may amend or repeal bylaws unless the members in amending or repealing a particular bylaw provide expressly that the Board of Directors may not amend or repeal that bylaw. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with Article IV, Section 9, of these bylaws, and shall also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
    b. The members may amend or repeal bylaws, even though the bylaws may also be amended or repealed by its board of directors. An amendment to the bylaws shall be approved by 25 percent (25%) of the voting membership. Provided, however, an amendment to the bylaws which relates solely to the dues required for membership and which establishes or changes a specific amount for dues, shall be approved by a majority of the members present and voting.


ARTICLE VII - OPERATIONS

Section 1. POLICIES. The Board of Directors shall develop a Mission Statement and shall from time to time issue Policy Statements governing operations of the corporation where such statements are appropriate.

Section 2. OPERATIONAL PROCEDURES.
    a. Committee. The President shall appoint a committee to prepare and present to the President and Board of Directors proposed operational procedures: This committee shall be comprised of:
        (1) One permanent member with expertise in financial and accounting operations.
        (2) One permanent member with expertise in administrative operations.
        (3) One non-permanent member with equine interests. The term of this member shall be a one-year term and shall be appointed within ten (10) days of the annual meeting of members.
    b. Approval. Operational procedures shall be approved by the President and by the Board of Directors.
    c. Scope. Procedures shall be developed to comply with requirements of the Articles I, VII, and VIII of the Bylaws and to govern any aspect of operation deemed appropriate by the Board of Directors. Specifically, procedures shall be developed governing:
        (1) Election of officers and directors;
        (2) Membership admission, termination, and fees;
        (3) In-house financial audits;
        (4) Accounting records;
        (5) Records management;
        (6) Definition of "cause" and requirements for removing any member.
        (7) Duties and responsibilities of any position, including committees, of the corporation, specifically to include: Board of Directors, officers, and employees if applicable.

Section 3. FISCAL YEAR. The fiscal year of the corporation shall be the calendar year.


ARTICLE VIII - RECORDS

Section 1. CORPORATE RECORDS.
    a. The corporation shall keep as permanent records minutes of all meetings of its members and Board of Directors, a record of all actions taken by the members or directors without a meeting, and a record of all action taken by committees of the Board of Directors in place of the Board of Directors as authorized by Article IV, Section 9.
    b. Appropriate accounting records shall be maintained, and shall be governed by an operating procedure.
    c. A record of members shall be maintained in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order showing the number of votes each member is entitled to vote.
    d. Records shall be kept in written form and shall be governed by an operating procedure.
    e. A copy of the following records shall be kept at the corporation's principal office or place of record designated by the Board of Directors:
        (1) Charter or restated charter and all amendments to them currently in effect;
        (2) Bylaws or restated bylaws and amendments to them currently in effect;
        (3) Resolutions adopted by its Board of Directors relating to the characteristics, qualifications, fights, limitations, and obligations of members;
        (4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;
        (5) All written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years.
        (6) A list of the names and business or home address of its current directors and officers;
        (7) Its most recent annual report delivered to the secretary of state pursuant to T.C.A, 48-66-203;
        (8) Manual of Operating Procedures; and
        (9) Mission Statement and Policy Statements.
    f. An operating Procedure shall govern records management.

Section 2. INSPECTION OF RECORDS BY MEMBERS.
    a. A member may inspect and copy, at a reasonable time and location specified by the Secretary, any of the records of the corporation described in Article VIII Section 1, if the member gives the corporation a written demand at least five (5) business days before the date on which the member wishes to inspect and copy.
    b. A member may inspect and copy, at a reasonable time and reasonable location specified by the Secretary, any of the following records of the corporation if the member meets the requirements of section (c) below and gives the corporation written notice at least five (5) business days before the date on which the member wishes to inspect and copy:
        (1) Excerpts from any records required to be maintained under Article VIII, Section 1, to the extent not subject to inspection under subsection (a) of this section;
        (2) Accounting records of the corporation;
        (3) Subject to Article VIII, Section 3, the membership list.
    c. A member may inspect and copy the records identified in subsection (b) above only if:
        (1) The member's demand is made in good faith and for a proper purpose;
        (2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
        (3) The records are directly connected with the purpose for which the demand is made.
    d. The Treasurer shall determine and impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member.
    e. Without the consent of the Board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without the consent of the Board, a membership list or any part thereof may not be:
        (1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
        (2) Used for any commercial purpose; or
        (3) Given or sold to or purchased by any purpose.

Section 3. FINANCIAL STATEMENTS.
    a. The Treasurer shall prepare, or have prepared, annual financial statements that include a balance sheet as of the end of the fiscal year and an income statement for that year. If requested in writing by any member, the corporation shall furnish such statements to the member as set out in Article VII Section 1.
    b. If annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by the statement of the President or the Treasurer:
        (1) Stating the Treasurer's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not describing the basis of preparation; and
        (2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year;
    c. Upon request of a copy by a member, the Treasurer shall mail the annual financial statement to each requesting member within one (1) month after notice of the request; provided, however that with respect to the financial statements for the most recently completed fiscal year, the statements shall be mailed to the member within four (4) months after the close of the fiscal year.

Section 4. PERIODIC REPORTS REQUIRED BY GOVERNMENT AGENCIES. The Treasurer shall prepare necessary reports and/or documents, or have prepared such documents, and comply with all filing requirements.


CERTIFICATION

Adopted as the Bylaws of BLUE RIDGE TRAIL RIDERS, INC., as of the 16th day of January, 1997, by the directors.
    STEVE CUMMINGS, DIRECTOR
    RANDY KNIGHT, DIRECTOR
    JUDY MITCHELL, DIRECTOR
    DIXIE PETERS, DIRECTOR
    MARILYN SPOON, DIRECTOR