Northwest Wyoming Off-Highway Vehicle Alliance, Inc.
Section I: Name, Location and Identification
1. The name of the organization shall be Northwest Wyoming Off-Highway Vehicle Alliance, Inc. and will be abbreviated as NWWYOHVA.
2. The alliance will have a mailing address of:
Post Office Box 2953,
Cody, Wyoming 82414
3. There will be no physical site or official facility for the alliance until the board of director’s determines or recognizes a location.
4. The official LOGO for the alliance will be:
Section I: Purpose
1. The alliance is incorporated as a non-profit organization under Internal Revenue Code 501(c)4 for the purpose of creating a strong uniform voice concerning government management practices for use and access to our public lands.
Section I: Members
1. Membership is open to individuals, families, businesses and supporters who:
a. Properly complete a NWWYOHVA application.
b. Submit the required amount of membership fees.
c. Sign application form which will acknowledge agreement with the alliances goals, values and mission.
Section II: Types
a. One person with one member vote.
a. Husband/Wife or Parent(s) and/or Guardian(s) and children under 18 years of age. Up to 2 adult votes per family.
a. Support our alliance without membership or sponsor one adult individual affiliated with the company that will have one vote.
4. Friend of the NWWYOHVA:
a. Persons who want to offer support for our goals, values and mission, but are unable to actively participate in administrative or operational functions may become a “Friend(s) of the Alliance”.
b. Friends will not have a member vote.
Section III: Non-Discrimination:
1. The alliance shall not refuse membership to any person because of race, color, gender or national origin.
Section IV: Membership Terms
1. All memberships will be based on the calendar year January 1 through December 31. New member applicant dues and membership renewal dues will not be pro-rated within the calendar year.
2. To remain on membership rolls in “good standing,” dues must be paid before March 31 of the current year.
3. The Membership Secretary will notify members, by mail and email, after February 1 of the current year to remind members that their dues have not been received by the alliance.
4. The Membership Secretary will mail notice after March 31 of the current year to those members, whose dues are delinquent, advising them that all benefits of membership will be terminated.
Section V: Dues
1. The board of directors will set and announce the amount of dues required annually for each type of membership.
Section VI: Removal
1. The board of directors will conduct a thorough inquiry into a members actions or a member’s complaint and if sufficient evidence is found shall vote to remove member from our rolls.
a. Removal will be based on a unanimous vote of the board.
b. Removal will be effective immediately and all benefits of membership will be terminated.
c. Members will not be reimbursed for dues, gifts or donations.
Section I: Meetings
1. General Meetings:
a. Meetings open to the full membership will be scheduled by the board of directors four (4) times annually.
b. The membership will be notified of the time, date and place of each meeting by the president or designee.
c. Quorum for this type of meeting will be 10% of “paid” membership to conduct business.
d. Membership will be informed of business to be discussed through an “Agenda” prior to meetings.
e. “Minutes of Record” from the previous “Regular Meeting” of full membership will be forwarded for review to each member before the next scheduled meeting.
f. “Agenda” and “Minutes of Record” will be posted on the alliance website, www.nwwyohva.com and/or sent via email or U.S. Mail for review. This action will be considered as the “Reading of Document” for approval into record.
g. Members who want matters of importance brought up for discussion as an item on the agenda must contact an officer in a timely matter prior to membership notification for their business to be added to the agenda.
2. Special Meetings:
a. Special meetings may be called by 10% of the full voting membership or by the board of directors. The time, place and purpose of the meeting will be defined and set by the board of directors.
b. Quorum for special meetings will be a majority of the board of directors and 10% of paid membership.
3. Closed Session:
a. Closed sessions will be held at a time and place to be determined in advance by the board of directors.
b. Quorum for closed session to conduct business will be a majority of officers.
c. In emergency, including financial business, the board is authorized to conduct business via phone or email and acted on at such time.
d. Closed sessions are closed to General Membership and Officers.
4. Board of Directors:
a. The board of directors will meet at least once a year to review and audit the alliance’s financial records.
i. Select a minimum of two (2) members to audit financial records.
ii. Review fiscal needs and prepare a budget.
iii. Review documents and submit forms, if required by the IRS.
iv. This meeting will be open to the general membership.
b. Quorum for Board Meetings to conduct business will be a majority of Board of Directors.
Section I: Fiscal Year
1. The alliances fiscal year will be the calendar year :
a. January 1 through December 31
Section I: Alliance Procedure
1. The alliance will be governed by the following established rules and regulations :
a. Charter under incorporation in the State of Wyoming.
b. Articles of incorporation under Non-Profit 501(c)4.
c. Alliance By-Laws.
d. Robert’s Rules of Order.
Section I: Board of Directors
1. The board of directors will consist of not less than four (4) directors and the president.
2. The board of directors will select a chairperson and vice-chair.
3. The board of directors will establish the office titles, number of officers and their duties required to administer and operate the alliance.
4. The board of directors will establish an “Executive Committee” to conduct day-to-day administrative and operational business of the alliance.
Section II: Officers
1. The executive committee sessions will be comprised of, but not limited to, the following officers:
i. Will preside over closed sessions and general membership meetings.
ii. Will oversee administration and day-to-day operation of the alliance.
iii. Will prepare and disseminate agendas.
iv. Will attend to the needs of the membership.
i. Will perform duties of the president in his/her absence.
ii. Will complete those duties as delegated by the president.
i. Will collect and account for all funds the alliance receives.
ii. Will maintain all alliance financial records and prepare an accurate report that will be submitted to the executive session for review and approval for record.
iii. Will disburse funds as approved by the executive session.
iv. Will provide all reports and documents as requested by the board of directors or executive session.
d. Executive Secretary:
i. Will record and prepare the “minutes of record” for the board of directors, general membership meetings and Special Meetings.
ii. Will submit “minutes of record” for annual board of directors meetings or special meetings directly to the board of directors.
iii. Will forward “minutes of record” for executive session and regular membership meetings to the executive session for initial approval and corrections, additions and deletions.
iv. Will advance approved “minutes of record” to the full membership for review from any meeting the board of directors authorizes.
v. Will maintain original records and documents of alliance meetings.
e. Secretary of Membership:
i. Will maintain membership data base, membership applications and other pertinent forms necessary for the alliance.
ii. Will pick up and distribute alliance mail at least once a week.
iii. Will notify membership of annual renewal.
iv. Will notify and report to executive session lapses in membership dues prior to the regular meeting held in April.
f. Board of Directors:
i. Shall be granted full authority over the alliance under the guidelines defined in Article VI, Section I.
ii. Shall appoint members to offices that become vacant.
iii. Shall remove members from office when sufficient evidence is found to substantiate this action and there is a unanimous vote of the board affirming procedure.
iv. Maximum Approval Level not to exceed $500 for individual item purchases. Purchases greater than $500 is required to be presented and approved by the General Membership.
g. Officers have a fiduciary responsibility in the use of the Association mailing list to act at all times for the sole benefit and interest of the Association and their Mission Statement.
Section III: Committees
1. The board of directors will establish and define duties of all alliance committees; either “Standing” or “Temporary” that it deems necessary to complete business.
2. The Board of Directors may appoint members on a temporary basis to lead standing or temporary committees.
Section I: Banking
1. The alliance will conduct it’s financial business and fiscal affairs at a bank authorized by Board of Directors.
2. All board of directors, the president and treasurer will have authorization to sign checks.
3. All business logo checks will be signed by two (2) officers.
4. Only the treasurer of the alliance will have authority to be issued and use a bank check / debit card in the Alliance name.
Section II: Contracts
1. The board of directors may authorize any member to enter into contract or execute and deliver any instrument in the name of and on be half of the alliance.
2. Purchase and discharge of property will be solely under the authority of the board of directors and the majority of voting membership.
Section III: Gifts
1. The board of directors may accept any contribution, gift or donation on behalf of the alliance.
Section I: Amendment to the By-Laws
1. The by-laws may be amended or repealed, and new by-laws may be adopted, by a majority of the voting membership present after proper notice has been given.
Section I: Elections
1. Nominations and volunteers for office will be accepted after vacancies are announced by the board of directors.
2. Nominations and volunteers for vacant offices will be presented at the first regular meeting of the year in January.
3. Nominations and volunteers for vacant offices will be posted on the alliance website, email notification or U.S. Mail where required. Nominations for offices will remain posted until the next regular meeting in April.
4. Election of officers will take place during the regular meeting in April.
5. New officers will be installed at the next executive session meeting.
Section II: Terms
1. Board of directors will serve for a two (2) year term.
2. Board of director terms will be staggered, when practical, allowing for election of two (2) members each year.
3. Executive committee officers; i.e., president, vice-president, treasurer, executive secretary and secretary of membership will serve for a term of two (2) years.
4. No one member may hold the same office for more than four (4) consecutive years, unless the vacancy that is created cannot be filled by membership.
5. Vacancies created for any reason will be filled by the board of directors through nomination process when timely, volunteer or appointment.
Note exception: The first partial year of alliance beginning April 5, 2012 will be filled by directors and officers until the election process under Article X, Section I is implemented.
Incumbents may remain on nomination slate for election cycle.
Paragraph 6, Section II of Article X will be in effect until the first election cycle is completed then automatically repealed.