NEZ PERCE TRAIL FOUNDATION BYLAWS
(Proposed Revision as of January 2017)
Article 1. PURPOSE:
The Nez Perce Trail Foundation is a membership organization formed as a non-profit corporation under the laws of the State of Idaho and is a charitable and educational organization under the Internal Revenue Code Section 501©3. The Nez Perce Trail Foundation exists to promote, encourage, support, or undertake, either individually or jointly with governmental agencies and/or others, the stimulation and advancement of public knowledge and awareness of the historical, social, economical and cultural significance of the historic route of 1877. The 1877 Trail (designated a National Historical Trail by and Act of Congress, October 6, 1966) extending from Wallowa Lake, Oregon to Bear Paw Mountain, Montana and the extended route after the end of hostilities at Bear Paw.
The Foundation also encourages research, publication, and interpretation of the contributions to American history made by the Nez Perce peoples in association with their 1877 journey over the rail route and events following the military campaign.
Article 2. MEMBERS AND DUES
Membership shall be open to anyone interested in achieving this Foundation’s objectives. The Board of Directors are responsible for cost of membership and dues policies. Members of the Foundation in good standing have one and only one vote on actions presented to the membership at Annual Meetings. All Nez Perce Trail foundation memberships expire on December 31 of each year. The term for new members joining after June 30 shall not expire until December 31 of the following year.
Article 3. MEETINGS
The Nez Perce Trail Foundation Annual Meeting of the members shall be held as such time and place as set by the Board of Directors. Where practical, the time and place of the Annual Meeting of the members shall be set and announced 60 days prior to the Annual Meeting date. Nothing shall preclude the Board of Directors from making changes in the time or the place of an Annual Meeting of the members due to changing circumstances with a 60 day notice to the membership prior to the scheduled meeting.
Participation in Meetings by Remote Communication : A member may participate in a member meeting by a conference telephone, webcast or by other means of remote communication through which all persons participating in the meeting may communicate with the other participants, if (a) the Board of Directors authorizes such participation; (b) all participants are advised of the means of remote communication: (c) the Foundation implements reasonable measures to verity that each person considered present at the meeting by means of remote communication is a member ; and (d) the Foundation implements reasonable measures to provide each member a reasonable opportunity to participate in the meeting, including and opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings. Such participation in a meeting constitutes presence in person at the meeting.
Electronic Meeting: Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, the Board of Directors may hold a meeting of members solely by means of remote communication .
Conduct of Meetings : Member meetings shall be conducted under the guidelines of ROBERT’S RULES OF ORDER. The President shall have the authority to determine the order of the meeting and shall have the authority to establish meeting rules (if they deviate from Robert’s Rule of Order) for the conduct of the meeting with the consent of the majority of members attending the meeting. Any rules adopted for, and the conduct of, the meeting shall be fair to members.
Special Meetings & Notice Thereof: Special meetings of the Board may be called by or at the request of the president or a majority of the members of the Board. The person or persons authorized to call special meetings of the Board may fix the time and the place for holding any special meeting called by them. Notice of any special meeting must be given at least 10 days prior to the meeting by written notice mailed to each officer and director at his or her membership address. Such notices shall be deemed to be delivered when deposited in the U.S. mail with adequate postage. Notice may be waived in writing by any officer or director, or by actual attendance at a meeting. Special meetings may be held by conference telephone call or any other suitable electronic means, the expense thereof to be paid by the Foundation.
Quorum: Those members attending an annual meeting or a special meeting for which notice has been given to all members shall constitute a quorum to transact business. Under no case will a meeting be considered conducted as having a quorum with less than 5 members present.
Article 4. DIRECTORS
A Board of Directors, elected from the membership at the annual meeting shall serve a term of three years. One Third (1/3) shall be elected each year. The Board of Directors shall elect, at the Annual Meeting, Officers of the Foundation.
The Board of Directors shall have up to 30 members. The Board is responsible for overall policy and direction of the Foundation. It delegates responsibility for day-to-day operations to the Executive Committee. The Executive Committee shall consist of the Officers of the Foundation.
Executive Director : An Executive Director may be employed by the Foundation or may serve in a voluntary role, as determined from time to time by the Board of Directors. The executive director shall take direction from the President and the Executive Committee and shall report to them from time to time as they deem appropriate. The Executive Director shall act as chief operating officer of the Foundation and shall have direct line of authority over the Foundation’s employees. Subject to the authority of the Board and the President, the Executive Director is responsible for the administration of the Foundation and for carrying out the policies established by the Board. In the event that there is no Executive Director or the Executive Director is unable or unwilling to perform the position’s duties, the President may assume the duties of the Executive Director or a designee(s) may be appointed by the Board of Directors to serve as the interim Executive Director.
Article 5. OFFICERS
Elected by the Board of Directors at the Annual Meeting shall be President, 1st Vice President, 2nd Vice President, Treasurer, and Secretary. The Officers shall serve two- year terms. The Executive Committee shall consist of the Officers of the Foundation.
Article 6. FINANCIAL TRANSACTIONS and REPORTING
6a. Contracts: The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument or agreement in the name of and on behalf of the Foundation. Such authority may be general or confined to specific transactions.
6b. Loans: No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific transactions.
6c. Checks, Drafts, Etc.: All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation shall be signed by an officer or officers or agent or agents of the Foundation in a manner determined by resolution of the Board of Directors or prescribed in these Bylaws.
6d. Deposits: All funds of the Foundation not otherwise utilized shall be deposited to the credit of the Foundation in banks, trust companies, savings and loan associations, other depositories, or in investments as the Board of Directors may direct.
6e. Gifts: The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Foundation.
The Treasurer or the Treasurer’s designee shall submit the annual financial report to the membership for approval at the Annual Business Meeting. In the event the financial report is not approved at the Annual Business Meeting , the members shall adopt a resolution setting a means for resolving issues and a date certain for final approval of the financial report by a ballot election in accordance with rules included in such resolution.
Article 7. CHAPTERS
The Board of Directors may authorize the formation of chapters of the Foundation on a state or regional basis to aid the Foundation to:
a. Conduct scholarly research;
b. Identify, mark, map, and preserve the trail and associated historic sites, landmarks, artifacts and objects;
c. Educate the public regarding the trail
d. Promote this Foundation and its work;
e. Develop and staff, when appropriate, Trail-related acquisitions or preservation easements;
f. Organize and host the national meetings of this Foundation.
Only a dues-paying member of the Foundation in good standing shall be eligible to become a member of a chapter.
The chapters, when approved by the Board, shall be issued a charter signed by the President of the Foundation.
Each chapter must remain in compliance with its charter and the policies and guidelines established by the Board of Directors of the Foundation and may be disbanded by the Board of Directors for failure to comply with its charter or the policies and guidelines of the Board of Directors.
Subject to the control of the Board of Directors, a chapter may adopt rules and regulations governing its activities and set chapter dues and assessments in the manner that most adequately and effectively meets the individual chapter’s needs and programs.
Each chapter shall have a non-voting representative attend the meetings of the Board of Directors of the Foundation.
Article 8. AMENDMENTS
These bylaws may be amended after ten (10) days written notice to all members by a majority of members voting. This may be done at a regular meeting, a special meeting, via electronic or regular mail to consider amendments.