Bylaws as amended and adopted November 10, 2010.
BYLAWS OF THE 1838 RENDEZVOUS ASSOCIATION, INC.
Riverton, Wyoming
Article I
Purpose
This corporation is not organized for pecuniary profit; it is a non-profit corporation, the primary purposes of which are to: (a) preserve and enhance the 1838 Rendezvous Site for future generations, (b) recreate an annual fur trade rendezvous for educational purposes, (c) to promote Fremont County cultural and historic heritage for educational, recreation, and tourism opportunities.
Article II
Offices
Section 2.1. Principal Office. The principal office of this corporation in the State of Wyoming shall be located in the City of Riverton, County of Fremont, at an address designated by the Board of Directors.
Section 2.2. Other Offices. The corporation may have such other offices either within or without the County of Fremont, State of Wyoming, as the Board of Directors may from time to time determine.
Article III
Membership
Section 3.1. Admission to Membership. Any individual may become a member of this corporation upon payment of dues established by the Board, unless he or she is disapproved by the Board of Directors.
Section 3.2. Classes of Membership. There shall be five classes of membership for this corporation as follows: (1) Individual membership, (2) Family membership, (3) Sustaining membership, (4) Patron membership, and (5) Life membership. The annual dues for each class shall be as established by the Board of Directors. There shall be one vote for each Individual membership, and a maximum of one vote per person with a maximum of two votes for each Family, Sustaining, Patron or Life memberships. Membership shall be, except Life Membership, for a term of one year commencing the first day of September each year, and may be paid in advance. The first year of membership will commence the first day of September closest to the date of payment of dues.
Section 3.3. Certificates of Membership. The corporation shall issue cards or certificates evidencing membership in the corporation to each member.
Section 3.4. Termination of Membership. Any member in default in payment of dues shall be barred from the rights and privileges of membership.
Section 3.5. Annual Meetings. A meeting of the members shall be held annually during the month of September at a time and place to be designated by the Board of Directors, which shall be for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. Notice of the time and place of the annual meeting shall be mailed to all members of record at least 30 days prior to such meeting.
Section 3.6. Voting. Each membership class in good standing may have one or two votes (according to membership class) to be cast in person, or by written, signed and dated proxy. All members shall have the right to attend all meetings and be heard.
Section 3.7. Quorum. Presence of ten (10) members in good standing shall constitute a quorum at any meeting of the membership.
Article IV
Board of Directors
Section 4.1. Composition of Board. The Board of Directors of this corporation shall consist of eleven (11) Directors with full voting privileges, and such other ex-officio Directors who are advisory members but do not have voting privileges.
Section 4.2. Qualifications of Board of Directors. Elected and appointed Directors must be individuals and members of the corporation. One member/Director may be appointed by Board of County Commissioners of Fremont County, Wyoming.
Section 4.3. Election, Designation and Appointment of Directors. All Directors shall be elected, or appointed as set forth in these bylaws. Directors may be appointed or elected to fill unexpired terms of any vacancies as set forth in Section 4.8 below. Elected Directors shall be elected at the annual meeting of the members. Amended 11-10-2010 as follows: “The Booshway Segundo shall be appointed by the Board of Directors immediately following the annual Rendezvous and” confirmed by the membership at the annual meeting and replace it with “Immediately following the Annual Rendezvous, the current Booshway will appoint the Booshway for the following year. The Booshway for the following year will then appoint the Segundo for the following year. Both the appointed Booshway and Segundo will be” confirmed by the membership at the annual meeting.
Section 4.4. Term of Office. The term of office of each elected director shall be three (3) years. Each elected director shall hold office until the third annual meeting of the membership following the director's election and until the qualification of a successor in office. Directors may be elected for successive terms. The terms of Booshway and Segundo shall be for one year from the date of their appointment or until a duly qualified successor is appointed. The term of the director appointed by the Fremont County Commissioners shall be at their pleasure.
Section 4.5. (a). Powers. Except as otherwise provided in the certificate of incorporation, or by law, the powers of this corporation shall be exercised, its properties controlled, and its affairs conducted and managed by the Board of Directors. The Board of Directors may delegate the performance of any duties or the exercise of any powers to such officers and agents or committees as the Board may from time to time, by resolution, designate provided that such delegation is authorized by law and no powers are delegated in excess of those authorized by statute.
Section 4.5. (b). Management of income Property. The Board of Directors may determine, by resolution from time to time duly adopted, to delegate in whole or in part, the management, investment, and disposition of property of the corporation for the purpose of earning an income from that property, as distinguished from the matter of applying property and funds to charitable purposes, to a finance committee consisting of not less than three (3) members of the Board who shall be elected by majority vote of the Board, or to one or more trust companies or banks duly authorized to conduct a trust or banking business under the laws of the State of Wyoming.
Section 4.6. Resignation of Directors. Any director may resign at any time by delivering written notice, signed either manually or in facsimile, to the Board of Directors, its presiding officer or to the president or secretary. A resignation is effective when the notice is effective unless the notice specifies a later effective date. If the resignation is made effective at a later date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.
Section 4.7. Removal of Directors. An elected or appointed director may be removed by a two-thirds (2/3) vote of the Directors. Notice of intent to take such action must be mailed to all Directors thirty (30) days prior to the meeting for the vote. Nothing in these bylaws shall be construed to limit removal of Directors by judicial proceeding pursuant to Wyoming Statute § 17-19-810.
Section 4.8. (a) Replacement of Directors. Whenever a vacancy exists on the Board of Directors, whether by death, resignation, or otherwise, the vacancy shall be filled by the appointment of a new director by a majority of the remaining Directors at a regular or special meeting of the Board. Any person appointed to fill the vacancy of a director shall have the same qualifications as were required of the director whose office was vacated.
Section 4.8. (b). Any person appointed or elected to fill a vacancy in the Board of Directors shall hold office for the unexpired term of his or her predecessor subject to the power of removal stated above.
Section 4.9. Compensation. No member of the Board of Directors shall receive any compensation from the corporation.
Section 4.10. Meetings. The Board of Directors may hold regular or special meetings at such place or places in or out of this state as the Board of Directors may from time to time by resolution designate; or, in the absence of such designation, at the principal office of the corporation.
Section 4.10. (a.) Annual meeting: An annual meeting shall be held immediately following the annual meeting of the members for the purpose of electing officers, appointing any at large members to the Board of Directors as required by these bylaws, and acting on such other business as may be necessary. No notice of this meeting shall be required.
Section 4.10. (b): At each annual meeting the president and treasurer shall report on the activities and financial condition of the corporation.
Section 4.10. (c) Regular meetings Regular meetings shall be held at a time and place designated by the Board of Directors. Notice of the scheduled regular and/or special meetings shall be required.
Section 4.10. (d) Other Meetings The president may, as he or she deems necessary, and the secretary shall, if so requested by a majority of the members of the Board of Directors then in office, call a special meeting of the Board. In such event five (5) days' notice to each director shall be given each director and member of the date, time and place, and purpose of the meeting, provided that any Board action to remove a director shall not be valid unless each director is given at least thirty (30) days written notice that the matter will be voted upon at a director's meeting, or unless notice is waived pursuant to these bylaws.
Section 4.10. (e). Waiver of Meetings A director may at any time waive any notice required by these bylaws, articles of incorporation, or Wyoming Nonprofit Corporation Act. All waivers shall be in writing, signed by the director entitled to the notice, and filed with the minutes for the corporate records.
Section 4.10. (f). The Board of Directors may permit any or all Directors to participate in any regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at that meeting.
Section 4.10. (g.) Quorum and Voting Unless otherwise provided in the Wyoming Nonprofit Corporation Act, the articles of incorporation or these bylaws, a quorum of the Board of Directors shall consist of a majority of the voting Directors in office immediately before a meeting begins. If a quorum is present when a vote is taken, the majority vote shall prevail unless the Wyoming Nonprofit Corporation Act, the articles of incorporation or these bylaws require a vote of greater number of directors.
Section 4.11. Action Without Meeting. No meeting need be held by the Board to take any action required or permitted to be taken by law, provided all members of the Board shall individually or collectively consent in writing to such action, and such written consent or consents is filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as action by unanimous vote of the Directors. Any certificate or other document filed under an provision of law which relates to action so take shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the bylaws authorize the Directors to so act. Such a statement shall be prima facie evidence of such authority. Action taken under this provision is effective when the last Director signs the consent, unless the consent specifies a different effective date.
Section 4.12. Liability of Directors. The Directors of this corporation shall not be personally liable for its debts, liabilities, or other obligations. The standards of conduct prescribed in Sub article C of Article 8, Title 17, of the Wyoming Nonprofit Corporation Act shall apply to all Directors of this Corporation whether designated, appointed, or elected, and said statutes 17-9-830 through 832, as amended from time to time, are hereby incorporated by this reference as if fully set forth in these bylaws.
Article V
Officers
Section 5.1. Designation of Officers. The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer, and such other officers as may be appointed in accordance with the provisions of this article. The Board of Directors may appoint such other officers, including one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. The same individual may simultaneously hold more than one (1) office, with the exception of treasurer.
Section 5.2. Election and Term of Office. The officers of this corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be made at such meeting, such appointments shall be made as soon as may be convenient. New offices may be created and filled at any meeting of the Board. Each officer shall hold office until his or her successor shall have been duly elected and shall have been duly qualified.
Section 5.3. Removal. Any officer elected or appointed by the Board of Directors may be removed at any time without cause by the Board of Directors. Any such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 5.4. Resignation. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is received unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor cannot take office until the effective date.
Section 5.5. Vacancies. A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5.6. President. The president shall be the chief executive officer of the corporation, and shall exercise general supervision and control over all activities of the corporation. The president shall:
Section 5.6 (a) Shall preside at all Directors and membership meetings.
Section 5.6 (b). May sign, with the secretary or other officer duly authorized by the Board of Directors, any deed, mortgages, bonds, contracts, or other instruments the execution of which has been authorized by the Board of Directors, except in cases where the signing and execution or such instruments has been expressly delegated by the Board of Directors by these bylaws, to some other officer or agent of the corporation.
Section 5.6 (c) Shall perform all other duties generally incident to the office of president and such other duties as may be prescribed by the Board of Directors.
Section 5.7. Vice-President. The Vice-President shall, in the absence of the president or in the event of the president's inability or refusal to act, the vice-president or vice-presidents in the order of their election shall perform the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the president. Any vice-president shall perform such additional duties as may from time to time be assigned to him or her by the president or by the Board of Directors.
Section 5.8. Treasurer. The Treasurer shall:
Section 5.8. (a) Shall give a bond for the faithful discharge of the treasurer's duties in such sum and with such surety or sureties as the Board of Directors may deem appropriate.
Section 5.8. (b) Have charge and custody of, and be responsible for, all funds and securities of the corporation.
Section 5.8. (c) Receive and give receipts for moneys due and payable to the corporation from any source and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Section 5.8. (d) Perform all duties generally incidental to the office of treasurer and such other duties as may from time to time be assigned to the treasurer by the president or by the Board of Directors.
Section 5.9. Secretary. The secretary shall:
Section 5.9. (a) Keep the minutes of meetings of members and of the Board of Directors, in one or more books provided for that purpose.
Section 5.9 . (b) See that all notices are duly given in accordance with these bylaws or as required by law.
Section 5.9. (c) Be custodian of the corporate records.
Section 5.9. (d) Keep a membership book containing the names and addresses of all members of the corporation
Section 5.9. (e) Exhibit to any member, director of the corporation, or to a member's or director's agent, or to any person or agency authorized by law to inspect them at all reasonable times and on demand, these bylaws, the certificate of incorporation, the membership book, the minutes of any meeting, and the other records of the corporation.
Section 5.10. Assistant Treasurers and Assistant Secretaries. The assistant treasurers and assistant secretaries, in general, shall perform such duties as maybe assigned to them by the Board of Directors, the president, the treasurer, or the secretary of the corporation. If so required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors may deem appropriate.
Section 5.11. . Liability. An officer of this corporation who is not an employee of the corporation shall not be individually liable for any actions, inactions or omissions by the corporation. This however does not effect individual liability for intentional torts or illegal acts. No officer shall be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of the property.
Article VI
Contracts, Checks, Deposits and Funds
Section 6.1. . Contracts. The Board of Directors may, by resolution duly adopted, authorize any officer or officers, agents or agents to the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general, or confined to specific instances.
Section 6.2. Gifts and Contributions. The Board of Directors or an Executive Committee may:
Section 6.2. (a). Accept on behalf of the corporation any contribution, bequest, or device of any type of property ("donations"), for the general and special charitable purposes of the corporation on such terms as the Board or Committee shall approve.
Section 6.2 (b) Hold such funds or property in the name of the corporation or of such nominee or nominees as the Board or Committee may appoint.
Section 6.2. (c) Collect and Receive the income from such funds or property.
Section 6.2. (d) Devote the principal or income from such donations to such benevolent and charitable purposes as the Board or Committee may determine.
Section 6.2. (e.) Enter into an agreement with any donor or continue to devote the principal or income from the donation to such particular purpose as the donor may designate and, after approval of such agreement by the Board or Committee, devote the principal or income from that donation according to the agreement.
Section 6.3. . Deposits. . All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 6.4. Checks, Drafts, Orders for Payment. All checks, drafts, or 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 the Board of Directors shall from time to time by resolution determine. In the absence of such determination, such instruments shall be signed by the Treasurer or an Assistant Treasurer, and countersigned by the President or a Vice President of the Corporation.
Article VII
Miscellaneous
Section 7.1. Books and Records. The corporation shall prepare and maintain correct and complete books and records of accounts and shall also keep minutes of the meetings of its members, Board of Directors, and committees. All books and records of the corporation may be inspected by any member, director or his or her agent or attorney, or any proper person, at any reasonable time.
Section 7.2. Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each calendar year.
Section 7.3. Waiver of Notice. Whenever any notice is required to be given under the laws of the State of Wyoming or under the provisions of the certificate of incorporation or the bylaws of this corporation, a waiver of such notice in writing
signed by the person or persons entitled to such notice, whether before or after the time stated, shall be deemed equivalent to the giving of such notice.
Section 7.4. Notice. Notices shall be in writing unless oral notice is otherwise permitted under these bylaws and is reasonable under the circumstances. Notice may be communicated in person, by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication. Oral notice is effective when communicated, if communicated, in a comprehensible manner. Written notice, in any comprehensible form, is effective at the earliest of the following:
I. When received.
2. Five days after its deposit in the United States Mail, as evidenced by the postmark if mailed correctly addressed and with the first class postage affixed.
3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
4. Thirty days after its deposit in the United States Mail as evidenced by the postmark if mailed correctly addressed and with other than first class, registered or certified postage affixed.
Section 7.5. Protocol. Roberts Rules of Order, Revised, shall govern all proceedings.
Article VIII
Amendments
Section 8.1 . Amending These Bylaws. . The members of the corporation may adopt one (1) or more amendments to the corporation's bylaws, amending, repealing, adding to or adopting new bylaws. The corporation shall provide notice of any regular or special meeting of members at which an amendment is to be approved. The notice shall be in writing, given at least thirty (30) days prior to the meeting unless notice is waived pursuant to these bylaws. The notice shall also state that the purpose, or one (1) 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. Any amendment shall be approved by two-thirds (2/3) of the votes present.
Article IX
Provisions for distribution of assets on dissolution
Upon dissolution, the directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 ( c ) ( 3 ) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Internal Revenue Law, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.