ARTICLE I – NAME
Section 1. The official name of this club is Friends of Tahoe Donner Trails. It is also known as Tahoe Donner Trails and TDTrails.org.
ARTICLE II – PURPOSES
Section 1. This Club is organized to accomplish the following purposes:
- To promote the use and enjoyment of Tahoe Donner’s trails among both Club members and the Tahoe Donner community as a whole;
- To advance the enhancement, expansion and maintenance of the trails;
- To foster a spirit of stewardship for the trails;
- To organize events, activities, works and projects of interest to Club members in connection with these ends.
Section 2. The Club shall be operated exclusively for the purposes enumerated in Section 1 of this Article II, and its organization and activities are not designed for, and shall not result in, financial or pecuniary gain or profit for the members thereof.
Section 3. Notwithstanding anything to the contrary set forth herein, use of any Tahoe Donner facilities by the Club and its Members shall be in accordance with the Rules and Regulations established by Tahoe Donner Association.
ARTICLE III – DIRECTORS
Section 1. The Club shall be governed and managed by a Board of Directors consisting of five (5) of its Members.
Section 2. A Director shall serve a term of two (2) years, or until their successor is elected or the Director resigns. Candidates for election to the Board shall be nominated from among the Club’s Members by any Member, including the candidate, him/herself, during the four (4) weeks before the annual membership meeting. In even numbered years two (2) Directors shall be elected. In odd numbered years three (3) Directors shall be elected.
Section 3. A Director may resign for any reason by tendering notice of such to the Board. Immediately upon a Director’s loss of Member status (e.g., is no longer eligible for Club membership under Article V, Section 1), his/her Director’s seat shall be declared vacant. Vacancies on the Board shall be filled by majority vote of the remaining Directors appointing any Member of the Club to serve for the remainder of the vacant term.
Section 4. Meetings of the Board shall be held as frequently as is determined necessary by the Board. Special meetings of the Board may be called by the President or any two (2) Directors. A majority of the Directors then serving on the Board shall constitute a quorum for the transaction of business. The Board of Directors may act only by a majority vote of all members of the Board then serving.
Section 5. The Board of Directors shall always act in cooperation with the Tahoe Donner Forestry Department.
Section 6. The Club Founder shall be empowered to form an Interim Board of Directors consistent with Article III, Section 1. The Interim Board of Directors shall act consistently with Article III, Sections 3, 4 and 5. The officers of the Interim Board shall act consistently with Article IV. The Interim Board of Directors shall be empowered to act on behalf of the Club until the election of the first elected Board of Directors at the Club’s first annual meeting.
ARTICLE IV – OFFICERS
Section 1. The officers of the Club shall be a President, a Vice President, a Treasurer, and two (2) Coordinators. Said officers shall be appointed by the Board from among the Directors.
Section 2. The President shall preside at all meetings of the Board and of the membership.
Section 3. The Vice President, in the absence of the President, shall preside at all meetings of the Board and of the membership.
Section 4. The Treasurer shall maintain adequate records of, and be ultimately responsible for, all funds and accounts of the Club. All checks issued by the Club shall be signed by the Treasurer and one other officer designated by the Board.
Section 5. The Board of Directors shall determine the duties of the Coordinators.
Section 6. The Board of Directors shall maintain adequate records and minutes of all Board meetings.
Section 7. The Board of Directors shall determine any fees and dues.
ARTICLE V – MEMBERSHIP
Section 1. The Club shall have one class of membership: Members include those who own residential property within Tahoe Donner and their family members (both defined as holders of Tahoe Donner Association amenity-access member identification cards).
Section 2. Members shall be entitled to vote at Club membership meetings.
Section 3. All members shall sign a waiver of liability provided by the Board.
Section 4. Following reasonable notice and an opportunity to be heard, the Board may revoke the membership of any Member whose conduct is determined to be contrary to the best interests of the Club.
Section 5. Club membership shall not be required to volunteer on Club works and projects. All non-member volunteers shall sign a waiver of liability provided by the Board.
ARTICLE VI – MEMBERSHIP MEETINGS
Section 1. Meetings of the membership shall be called by the President, the Board, or by ten percent (10%) of its Members.
Section 2. Notice of membership and Board meetings shall be given to all Members, if reasonably practicable, at least fourteen (14) days in advance thereof.
Section 3. Those Members present at any membership meetings shall constitute a quorum for the transaction of business, provided that at least any two (2) officers or those members who called the meeting are present. Except as otherwise noted herein, the Members may act only by a majority vote of the Members present at a duly called meeting of the membership.
Section 4. The annual meeting of the membership shall be held during March or April each year, at such time and place as may be determined by the Board. Directors shall be elected and the Board shall then appoint officers at the annual meeting.
ARTICLE VII – COMMITTEES
Section 1. All committees of the Club shall be established by the Board, and their members shall be appointed by the President.
Section 2. The Board shall determine the responsibilities and authority of all committees.
ARTICLE VIII – AMENDMENT
Section 1. These Bylaws shall only be amended by the affirmative vote of at least two-thirds (2/3) of the Members present at a duly called meeting of the membership; notice of the proposed amendment shall be provided in the notice by which the meeting is called.
ARTICLE IX – EFFECTIVE DATE
Section 1. These Bylaws shall become effective upon their approval by the Tahoe Donner Association Board of Directors.
Section 2. Amendments to these Bylaws shall become effective upon their approval by the Club’s Members and the Tahoe Donner Association Board of Directors.