By-Laws of VHT

Victor Hiking Trails Inc.

VHT

1.1
Our purpose is to plan, negotiate, construct and maintain a system of shared use trails as a means of giving legal access to selected open space in the Town of Victor.

1.2
Exempt Activities. Notwithstanding any other provision of these By-Laws, no officer or representative of this entity shall take any action or carry on any activity by or on behalf of this entity not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

2.1
Any person may become a member of the Victor Hiking Trails, Inc. by paying annual dues. Membership shall be for one year and shall be renewable on the membership anniversary date of each year. Amount of dues will be determined at the annual meeting. Lifetime and honorary members are exempt from paying dues.

2.2
All paid members present at a meeting, age 18 and over are eligible to vote on motions discussed at a meeting.

2.3
Any person or family who donates a permanent or temporary trail easement over his or its land shall be considered honorary members of the organization, entitled to all the rights and privileges of membership for the duration of the easement without payment of dues. Lifetime membership is defined by the Executive Board.

2.4
The annual meeting of members shall be the November meeting each year, at the time and location specified by the Executive Board. Regular meetings of the membership shall be held as determined by the Executive Board. Special meetings of the membership may be called by the Chairperson, Vice-Chairperson, and/or shall be called upon the written request of 15 or more paid members . The time, date, and locations of special meetings must be posted at least 3 days in advance.

2.5
A quorum for the conduct of business at a meeting of members shall be at least one elected official and three other members of the Executive Board. Majority vote of the members present at the meeting shall decide all issues, except election of officers which shall be by plurality vote of the members present, and except amendment of these by-laws and dissolution of this organization, which shall require a two-thirds vote of the members present.

3.1
The elected officers of the organization shall consist of a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer, all of whom shall be drawn from the members of the organization. The elected officers shall be elected by plurality vote of the membership at the annual meeting, and shall serve from January 1 to December 31 of the following year.

3.2
Nominations for officers shall be made by a committee appointed by the Executive Board and announced at the October meeting. Additional nominations may be made from the floor at the time of election provided that the consent of the person nominated has been obtained before the nomination is made.

3.3
In addition to the elected officers, the Executive Board, newly elected officers and the old appointed officers shall, after January 1 of each year, appoint the following officers from among the membership: Education/Program Director, Trail Blazer, Trail Boss, Community Engagement Director, Membership Director, Business Operations Director, Information Director, and Newsletter Editor.

3.4
Should an officer resign before the term of office is complete, the Executive Board has the power to appoint an officer to fill the vacancy.

4.1
Chair - The duties of the Chair shall include the general supervision of the affairs and activities of the organization, subject to the overall control and direction of the Executive Board. The Chair shall preside at all meetings of the membership and of the Executive Board. The Chair shall be a member ex officio of all committees except the Nominating Committee. With the exception of the Nominating Committee, the Chair shall have the power to appoint all members of the committees subject to the confirmation of the Executive Board, and to recommend the creation of special and advisory committees.

4.2
Vice-Chair - The Vice-Chair shall assist the Chair and shall act in the place of the Chair in the latter's absence or inability to act.

4.3
Secretary - The Secretary shall cause the minutes of meetings of the membership and the Executive Board and all votes during such proceedings to be recorded and forwarded to the Information Director for posting on the VHT web site. The Secretary shall give or cause to be given notice, if required, of all meetings of the membership and of the Executive Board, shall supervise all correspondence as required by the Chair and Board, and shall cause to be kept all of the documents and records of the organization, as required by law or otherwise, in a proper and safe manner. The Secretary shall have such other powers and duties as may from time to time be properly prescribed by the Executive Board.

4.4
Treasurer - The Treasurer shall be responsible for supervising the keeping of correct and complete books and records of accounts for the organization and for the furnishing of periodic reports to the Executive Board setting forth the organization's financial status. The Treasurer shall be responsible for maintaining banking arrangements to receive, hold and disburse funds of the organization. The Treasurer shall, as directed by the Executive Board, invest the funds of the organization and establish and coordinate policies of investment. The Treasurer shall have such other powers and duties as may from time to time be properly prescribed by the Executive Board.

4.5
Education/Program Director - The Education/Program Director shall be in charge of instructional events such as conducted hikes, and lecture meetings.

4.6
Trail Blazer - The Trail Blazer in conjunction with the Trail Boss shall be in charge of the locating, procurement, and development of trails.

4.7
Trail Boss – The Trail Boss shall be in charge of all construction and maintenance of the trails and shall propose trail specifications for adoption by the Executive Board.

4.8
Community Engagement Director - The Community Engagement Director shall develop and implement strategies for increasing public awareness of VHT through the use of public events, media and other venues.

4.9
Membership Director - The Membership Director shall be responsible for managing existing membership keep a list of all currently paid members, keep the Treasurer updated on membership, and shall be responsible for contacting existing members as needed.

4.10
Business Operations Director - The Business Operations Director shall be responsible for managing mail and legal correspondence of the organization, representing the organization at governmental meetings, and tending to day to day operations.

4.11
Information Director - The Information Director shall be responsible for maintaining the VHT website.

4.12
Newsletter Editor – The Newsletter Editor shall create and publish a periodic newsletter.

5.1
Establishment - The Executive Board shall consist of the elected officers and the appointed officers of the organization, as provided in Article III of these By-Laws.

5.2
Powers and Qualifications - The Executive Board shall have the power to conduct, manage and control the affairs and business of the organization and shall be charged with the responsibility of accomplishing its aims and objectives including recruitment of members and volunteers.

5.3
Compensation - No member of the Executive Board shall receive compensation from the organization for his or her services. However, in the sole discretion of the Executive Board, a member thereof may receive reasonable reimbursement for actual expenses incurred in the performance of his or her duties. See 7.2 Financial Procedures

6.1
The Chairperson, with the approval or recommendation of the Executive Board, may establish such committees as he or she may see fit from time to time for the purpose of accomplishing particular tasks consistent with the organization's purposes. Such committees shall carry out assignments as may be approved by the Executive Board and shall report periodically to the Executive Board on the nature and progress of their work. Each such committee shall have the powers granted to it by the Executive Board.

6.2
Each committee shall serve at the pleasure of the Chairperson or the Executive Board and the Chairperson, with the approval or recommendation of the Executive Board, and subject to the applicable provisions of these By-Laws, shall have the authority at any time to change the membership of any committee, to fill vacancies in it, or to dissolve it. All committees shall report to the Executive Board whenever requested by the Board to do so. The Chairperson shall be an ex officio voting member of all committees except the Nominating Committee.

7.1
Bank Accounts - The Chairperson and/or the Treasurer shall have the authority to establish bank accounts on behalf of the organization upon such terms and conditions as may be authorized by the Executive Board.

7.2
Financial Procedures - All checks, demands for money and notes or other instruments evidencing an indebtedness or other obligation of the organization shall be made in the name of the organization and shall be signed on behalf of the organization by the Treasurer or any other officer as the Executive Board may from time to time designate. Purchases in excess of $250.00 but less than $500.00 may be approved by the Chair, expenditures in excess of $500.00 require the approval of the board.

7.3
Investments - The organization shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Executive Board, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the organization if such action is a prohibited transaction or would result in denial of any exemption from taxation under the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

7.4
An annual audit of the financial records of the organization shall be made by an audit committee appointed by the Executive Board for that purpose. The audit committee's findings and recommendations for the previous fiscal year shall be reported in the first quarter of each year.

8.1
The fiscal year of the Corporation shall be the year beginning January 1 or such other period as shall be determined by the Executive Board from time to time.

9.1
The members, officers and committee personnel of the organization shall be selected on a nondiscriminatory basis with respect to age, ancestry, color, creed, culture, disability/ability, gender expression, gender identity, geographic origin, language, national or ethnic origin, neurodiversity, sex, race, religion, sex, or sexual orientation.

10.1
Parliamentary authority shall be Robert's Rules of Order, Newly Revised, provided it is consistent with the organization's articles of incorporation and by-laws.

11.1
These By-Laws may be amended by a two-thirds majority vote of the members present at any regular or special meeting, provided that the proposed changes have been submitted in writing and distributed to the members at least 10 days prior to the meeting.

12.1
Any action to dissolve the organization must be approved by a two-thirds (2/3) vote of eligible members present at a meeting called to specifically consider such action, for which meeting written notice has been issued to all members eligible to vote in accordance with the provisions of these bylaws.

12.2
If the organization at its own option shall cease to exist, all property real or personal shall be transferred to the Town of Victor to be used for the maintenance of all trails located on public lands, including Victor Village and Ganondagan State Historic Site.