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2004-February

This page includes the Constitution and Bylaws as
amended by the membership on February 7,  2004.
Click here for a list of specific changes made at this time.

A full list of recent revisions is available here.

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WODC Constitution   (Purposes, Membership, Officers, Meetings, Property)

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WODC Bylaws   (Membership List, Fiscal Year and Dues, Meetings, Reports, Committees)

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Articles of Agreement   (Incorporation)

WODC CONSTITUTION  (As amended 8/18/96)

ARTICLE I. NAME.

The name of the corporation shall be the Wonalancet Out Door Club.

ARTICLE II. PURPOSES.

The Club is established for the objects set forth in the Articles of Agreement signed in 1975 and recorded at the offices of the Town Clerk of Tamworth, New Hampshire, and the Secretary of State of New Hampshire.

ARTICLE III. MEMBERSHIP

Section 1. Individual and Family Memberships.

Any individual or a family in agreement with the purposes of the Club and paying dues as provided in the Bylaws may become an individual member or a family member respectively. For this purpose a family is defined as a parent or parents and their children of any age, but shall not include a child's spouse or children; each member of a family, as so defined, has full membership rights, but correspondence and notices from the Club shall be sent only to that member which the family designates.

Section 2. Institutional Membership.

Any institution in agreement with the purposes of the Club and paying dues as provided in the Bylaws may become an institutional member. An institutional member is a partnership, corporation, business, or other association. Each institutional member shall be allowed one vote, by a designated individual. A person voting as an individual member, however, may not also vote on the same issue as an institutional designee.

ARTICLE IV. OFFICERS.

Section 1. The officers of the Club shall be a President, a Vice-President, a Secretary, and a Treasurer, with duties as set forth below and as the Club may further provide by bylaw or resolution. The offices of Secretary and Treasurer may be held by one person. The Club may provide for other officers by bylaw or resolution. Only voting members of the Club may serve as officers.

Section 2. Each office shall be filled by election of the Club at the Annual Meeting, and each officer shall serve from the following January 1 for one year and/or until his or her successor is elected and takes office.

Section 3. If the office of President becomes vacant or if the President shall be unable to perform the duties of that office, those duties shall be performed during the remainder of the current term by the Vice-President, if there is one, or by the Secretary, or, if that office is vacant, by the Treasurer, in that order. A President for the remainder of an uncompleted term may be elected by the Club at a meeting called for that purpose.

Section 4. A vacancy in any other office shall be filled by appointment of the President for the remainder of the current term.

Section 5. The President shall preside at meetings of the Club, oversee the work of the other officers and the committees, and be responsible for execution of the Club's resolutions and policies and for the safekeeping of Club property other than records, moneys and securities. The Vice President, or Vice Presidents in order of seniority, shall perform any of these functions at the request of the President.

Section 6. The Secretary shall keep records of the Club's meetings and all past records of the Club, and shall send notices as provided in the Constitution and Bylaws or at the request of the President.

Section 7. The Treasurer shall have custody and make prudent investment of all Club monies, sign all checks and other orders authorized for the payment of Club funds, bill and collect dues, and shall have ultimate responsibility for maintaining current records of the dues status of each member. Authorized expenditures shall include regular trail and administrative expenses, expenditures authorized by resolution of the Club, and emergency expenditures authorized by the President with the concurrence of either the Secretary or the Treasurer.

ARTICLE V. MEETINGS AND NOTICES

Section 1. The Annual Meeting of the Club shall be in the summer, in Albany, Sandwich or Tamworth, New Hampshire, at a place and time set by the President. Special meetings may be called by the President on his own motion, or shall be called by him or her on a date within twenty days of receipt of a written request for such a meeting from two other officers or from ten members (of whom no more than two shall be from one family membership), for the purposes stated in the request.

Section 2. A quorum at any meeting of members is fifteen members. If less than a quorum is present at a meeting, those present may adjourn to a later time and/or a different place, and the Secretary shall make reasonable efforts to notify all members of the adjournment.

Section 3. A member may vote at a meeting if the person or organization has paid dues for the current calendar year, or has been voted a lifetime member. This requirement may be waived by unanimous consent of the members at any meeting.

Section 4. The Club may adopt rules of procedure by bylaw or resolution. In matters not otherwise provided for, the then current edition of Robert's Rules of Order shall govern.

Section 5. The Secretary shall notify the members of each meeting in writing, by mail addressed to the latest address provided by the member, or by delivery to the then current residence of the member. There shall be at least ten calendar days between the date of mailing or delivery and the date of the meeting. The notice for any meeting at which an amendment to the Articles of Agreement, the Constitution or the Bylaws is to be acted upon shall contain the language or the substance of the proposed amendment. The notice for any special meeting shall describe each item on the agenda.

ARTICLE VI. PROPERTY

Section 1. The Club my obtain and hold any real or personal property, and may use it for its purposes, subject to Articles 2 and 3 of the Articles of Agreement. The Club may accept any source of revenue which is approved by the Executive Committee or at a meeting of the membership and which does not violate its status as a non-profit corporation nor its status as a tax-exempt organization under the Internal Revenue Code.

Section 2. The Club may establish separate funds which are designated for particular purposes, by approval of the Executive Committee or a meeting of the membership. Said funds shall be accounted for specifically by the Treasurer, and amounts may be expended from said funds for the designated purpose by vote of Executive Committee or at a meeting of the membership, or by a process provided for in further provisions of these Bylaws. Donations to such a fund may be accepted by the Executive Committee or a meeting of the membership. Appropriations can be made to such a fund in the Club's budgeting process.

Section 3. The Club has designated a Trails Maintenance Fund, to be used solely for maintenance of Club trails, and shall determine each year at Annual Meeting the amount, if any, of the Club's general funds which will be placed in said Trails Maintenance Fund.

ARTICLE VII. BYLAWS AND RESOLUTIONS

The Club may adopt bylaws and resolutions, and take actions, for the purposes of the Club and not inconsistent with the Articles of Agreement and this Constitution.

ARTICLE VIII. AMENDMENTS

The Articles of Agreement and this Constitution may be amended by two- thirds vote of those eligible to vote at a meeting duly notified for that purpose, and the Bylaws may be amended in the same manner.

(Constitution as amended 8/18/96)

WODC BYLAWS   (As amended 2/7/04)

ARTICLE I. MAILING/MEMBERSHIP LIST

The Club shall maintain a mailing list which shall include all Club members, and other persons and organizations that the Club wants to keep informed of Club activities. The individual, family, and institutional members on said list shall be mailed notices of all meetings of members, as well as the WODC newsletter. A member may be deleted from the list if the member has not paid dues for the previous two membership years, or notifies the Club that the member is withdrawing from membership.

ARTICLE II. FISCAL YEAR AND DUES

Section 1. The fiscal year is the calendar year.

Section 2. Dues for each class of membership are set by resolution of the membership.

ARTICLE III. EDUCATIONAL MEETINGS

Educational meetings, at which no Club business is decided, may be held at any place or time, at the call of the President, or, by authorization of the Club, at the call of another officer or an appropriate committee. Reasonable announcements of such meetings shall be given, and reasonable efforts will be made to notify the membership. Depending on the number and frequency of such meetings, the officers or committees calling them shall help the Secretary to give notice.

ARTICLE IV. REPORTS AND INFORMATION

Section 1. At the Annual Meeting, the President shall report on the general status of the Club and on its property in his charge. The Secretary shall present the minutes of the last Annual Meeting and of all special meetings held since then. The Treasurer shall report on the club's financial transactions during the previous calendar year and the partial year prior to the Meeting, and shall give a comparative statement of the Club's assets and liabilities for the same periods. Committee chairmen and officers with special assignments shall report on their activities.

Section 2. On reasonable request and at reasonable times and places, any officer or committee chairman shall make available to any member, for inspection and copying, any or all Club records or documents in the officer's or chairman's charge.

ARTICLE V. EXECUTIVE COMMITTEE

There shall be an Executive Committee, comprised of the Club officers and committee chairs. The Executive Committee may meet at times and places set by the President. The Executive Committee may conduct business in the name of the Club between meetings of the membership.

ARTICLE VI. NOMINATING COMMITTEE

By June 1 of each year, the President with the advice and consent of the Executive Committee shall appoint a Nominating Committee. The Nominating Committee shall submit to the Annual Meeting of members its nominations for persons to be elected as officers of the Club. The Nominating Committee may also submit to the President for discussion at Annual Meeting its recommendations for chairs of committees to be appointed by the President, and/or its recommendations regarding committees to be established by the President.

ARTICLE VII. OTHER COMMITTEES

Other committees may be designated by resolution of the Club membership, and said resolution may specify the chairperson and/or members of said committee, or authorize the President to appoint any chairperson and committee members. The President shall appoint the chairs of all committees. The President may establish or discontinue any committee with the advice and consent of Executive Committee. The normal committees shall be: Trails Committee, Membership Committee, Newsletter Committee, Publications Committee, and Activities Committee. Chairpersons and members of committees shall serve from the date of their appointment by the President (normally January 1) until the following January 1.

The State of New Hampshire

ARTICLES OF AGREEMENT
(As amended 2/7/04)

The undersigned, being persons of lawful age, associate under the provisions of the Laws of New Hampshire RSA 292 by the following:

Article 1:  The name of the corporation shall be the Wonalancet Out Door Club

Article 2:  The objects for which the corporation is established are for provision and care of paths, trails and other facilities for persons visiting the White Mountain National Forest  and other mountain and forest lands; regarding these lands, to promote their conservation and the enforcement of the laws regarding their conservation and use, to promote communication between their owners and the public on these issues, and to promote discussion and education on all these matters; no part of the corporation's property shall benefit any member or associate of the cooperation, or any private person, except for reasonable compensation paid to employees or agents.

Article 3:  In case of dissolution of corporation, the assets shall be distributed to such charitable religious, scientific, literary or educational institutions as shall then be qualified to receive contributions which are deductible under the United States Internal Revenue Code, with preference given to institutions conducting the public activities set forth above in the Sandwich Range of the White Mountains of New Hampshire.

Article 4:  The address at which the business of this corporation is to be carried on is Wonalancet, New Hampshire, 03897  (The corporation's activities are presently carried on in Albany, Sandwich, Tamworth and Waterville Valley, New Hampshire, and may be carried on in other places in New Hampshire and elsewhere.)

Article 5:  The amount of capital stock, if any, or the number of shares is NONE.

Article 6:  No part of the net earnings of the Corporation shall be used for the personal benefit of, or be distributable to, any of its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in distributions in furtherance of the purposes set forth herein.

Article 7:  Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or corresponding section of any future federal tax code.

Article 8:  No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501 (h)) including not participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidates for public office.

Article 9:  Signatures and post office address of incorporators

        George E. Zink, Wonalancet, NH 03897
        Katherine A. Semmes, Wonalancet, NH 03897
        Lillian W. Bowles, Wonalancet, NH 03897
        Charles E. Behr, Tamworth, NH 03886
        Clara E. Read, Tamworth, NH 03886

Town (or City) Clerk's office, Town (or City) of {blank}

Received and recorded this 26 day of August 1976
        Town (or City) Clerk Ruth I. Beckwith {signature}

STATE OF NEW HAMPSHIRE, OFFICE OF THE SECRETARY OF STATE

Filed for record this 12th day of October 1976 at 9:00 A.M. o'clock

Frank E. Adams {signature}
Acting Deputy Secretary of State

{Recorded in the Records of Voluntary Corporations, Volume 817, Page 155.)

 

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