BYLAWS OF THE PENINSULA WILDERNESS CLUB (As revised and approved October, 2002)

Article I -- Name

This club shall be known as the Peninsula Wilderness Club.

Article II -- Purpose 

The purposes for which this club is formed are: To promote the enjoyment, exploration, conservation and protection of the mountains, forests, and water courses through a spirit of good fellowship among lovers of the outdoors. The purposes of the club shall be promoted by meeting monthly to conduct business and share information through slides, movies, demonstrations, and speakers, and by providing paths of communication between members.

Article III -- Membership

Members are defined as those who pay all dues and anyone living in their household.

Article IV -- Organization

Section 1: The club shall be a nonprofit corporation. The board of directors shall set club policies and dues. The board shall consist of seven directors. The board directors shall be the club president, vice-president, secretary, and treasurer and three additional club members-at-large. A quorum shall exist when at least five directors are present. A resolution or appointment shall pass when at least four directors vote in the affirmative.

Section 2: The frequency of board meetings shall be determined by the board. At least one annual board meeting, in the month of March, shall be open to attendance by all members and announced in advance in the club newsletter. The annual board meeting may be moved to another month at the discretion of the board. Policies enacted by the board shall be published in the club newsletter.

Section 3: Club members may submit a written proposal at any time via the club secretary for consideration and response by the board.

Section 4: The names and telephone numbers of the officers and board members shall be carried in the club newsletter. The officers and board members shall attend all meetings and functions to the best of their ability.

Section 5: The duty of the office of president shall be to preside at club meetings, ensuring a smooth and efficient dispatch of club business. The president shall function as the chief executive of the club. The president shall have the authority to appoint and replace staff members, as necessary to fulfill the administration and purpose of the club.

Section 6. The vice-president shall assume the presidential duties in the absence of the president. In addition, the vice-president shall coordinate club special events.

Section 7: The secretary of the club shall be responsible for recording the minutes of the monthly meeting and board meetings; maintaining a record of official club correspondence, and keeping written reports from committees.

Section 8: The treasurer shall be the custodian of all funds of the club, keep records of the club’s financial transactions, deposit, invest, and disburse club funds in a timely manner, maintain a list of paid up members, collect dues, and maintain the club’s post office box. The treasurer shall make records available when requested by the board, and at least once per year for an audit.

Section 9: The board may appoint and dissolve committees as necessary to fulfill the administrative purposes of the club.

Article V -- Elections

Section 1: The following positions will be filled by annual election: a president, a vice-president, a secretary, and a treasurer and three board members-at-large. Officers and board members shall serve one-year terms from November 1st through October 31st. Officers and board members shall not serve more than two consecutive terms in the same position unless no other nomination is made for the position. Nomination of an incumbent who has already served two consecutive terms in a position will be allowed only after the regular nomination process shows no other nominees.

Section 2: For election purposes, each paid membership will be allowed one vote for each adult in the household, up to a maximum of two votes per paid membership. Nominees and anyone making nominations must be voting members of the club. Nominations shall have the prior approval of the person being nominated and may be accepted by any board member up to and including the September general meeting. Nominations by mail must be received at the club’s post office address (ATTN: Secretary) prior to the September general meeting. Nominees will be announced in the club newsletter prior to the election process. Elections shall be held at the October general meeting and will be by secret ballot unless there is only one nominee per position, in which case a show of hands or vocal consensus may be called. Members who cannot attend the meeting may vote by sending written, signed correspondence to the club’s post office address (ATTN: Secretary) indicating their choices. Mailed-in votes must be received by the October general meeting.

Section 3: Board vacancies that occur part way through the year, or position(s) not filled during the election process shall be filled by appointment through a majority vote of the remaining board directors and the persons appointed shall serve through the following October 31st.

Section 4: Officers or board members not fulfilling responsibilities inherent to their position to the extent the club or club members are detrimentally affected may be removed from their position by the majority vote of the full board of directors.

Article VI --Bylaws/Amendments

Interpretation of these bylaws shall be at the discretion of the board. Amendments to the bylaws may be proposed by the board or by any member by written proposal to the board. Amendments shall require a majority vote of the full membership for approval. Any amendments to the bylaws will be  announced in the club newsletter.