Foothills Paddling Club Bylaws
ARTICLE I. Name
Article 1.1
The name of this organization is the “Foothills Paddling Club, Inc” hereafter referred toas the “FPC” or “Club”.
ARTICLE II. Articles of Organization
Article 2.1
The FPC is a 501(c)(7) corporation; defined as not for profit corporation organized under the laws of the State of South Carolina.
Article 2.2
The Club shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. The name of the Club or names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest that is not aligned with the objectives of the Club. Article 2.3 The current and only official Foothills Paddling Club social media outlet is the club website: www.foothillspaddlingclub.org. The Club manages an unofficial page on Facebook.
Article 2.3.1
Any social media outlets to be added or altered must have full Board approval and must have a designated Board member assigned to manage and monitor the activity on that outlet
ARTICLE III. Foothills Paddling Club Mission Statement
The purpose of FPC is to promote the safe enjoyment of whitewater and flatwater activities in canoes, kayaks, rafts, stand-up paddle boards, bellyaks, and other craft. The club development of paddling through education and related activities. The Club will develop this mission through education, socialization, conservation, and partnership.
ARTICLE IV. Membership to Foothills Paddling Club
Article 4.1
Any person who wishes to be a part of Foothills Paddling Club and agrees to support the Club’s Mission Statement and uphold the Code of Conduct may apply for membership. Membership in the Club shall be available to any interested person without regard to race, color, creed, gender, or national origin.
Article 4.2
An active membership requires a completed membership application, and paid current annual dues. All active members have the right to the following but not limited to; vote at open club meetings, to be nominated or serve on the Club board, receive discounts at participating retailers/promotions, and receive discounts on entry fees/registration at Club sponsored events and/or clinics.
Article 4.2.1
As of 2020, membership enrollment is controlled virtually via the club website. Applicants may select a 1 year or 3 year membership period. The date of the initial financial transaction is automatically set to be the renewal deadline for each individual membership account. In the event of future change in structure to the website or processes: Historically, the annual membership period is from May 1st to April 30th of each year. Anyone joining during or after Jan 1 of the calendar year will be given full membership privileges for the remainder of that year and next membership period.(Example: Joe Member pays dues February 3, 2018, his membership expires April 30 2019).
Article 4.2.2
Annual Club dues are as set by the Board and changes are subject to a majority vote. As of the current year (2020) the dues are $20 per year. *ACA Membership dues and/or insurance fees may be required to participate in certain events and clinics.*
Article 4.2.3
Individual membership is available to persons the age of eighteen years or 2022 Foothills Paddling Club Bylaws over. Individual members are limited to one vote at open club meetings.
Article 4.2.4
A family membership is available to an unlimited number of immediate family members residing at the same address. A family membership shall be entitled to a total of two votes at an open club meeting. To cast two qualifying votes, both family members must be present and at or above the age of 16 years.
Article 4.3
Membership refunds will only be issued to those who become physically unable to participate for the remainder of the year. Refunds must be requested in writing within the first month of the Club member’s injury.
Article 4.4
Membership can be revoked at any time by a unanimous vote of board members. Memberships (Individual and Family) may be revoked for the reasons of but not limited to, lack of paying annual dues, breach of Code of Conduct, misuse of Club’s name and/or misrepresentation of the Club as defined in bylaws.
Article 4.5
A Club member can be banned from the Club and its social media sites. The offense must be severe enough to warrant such extreme action. The person must first be warned, by an active board member, in writing about the accused offense (electronic notificationmay be used). If the offensive action(s) continues a two-thirds majority vote of the board can determine to ban the accused offender for 1 year. If the accused offender is an active board member, he/she will not be allowed to vote. After one year, the member will be welcomed back to the Club and its social media sites. If a second offense occurs, the individual will be banned from the Club and its social media sites for life.
Article 4.6
Emeritus lifetime membership may be awarded to individuals who have served the Club for 10+ consecutive years in an active Officer, Board member, Instructor, or other related capacity. Emeritus membership nomination must come from a current board member. The Board may vote at any Board meeting, there must be at least 3 Officers present, and the result must be unanimous.
ARTICLE V. Members of the Board: Elections & Qualifications
Article 5.1
The purpose of the board is to oversee all activities, support member involvement, uphold assigned duties of elected position(s), and interpret and honor the bylaws as written.
Article 5.2
The board will seat a minimum of 5 elected members, consisting of 4 Officers, President, Vice President, Secretary, Treasurer, and at least 1 Member-at-Large. Once in term, the Board may appoint additional members-at-large if club population dictates representation.
Article 5.3
Officers shall be elected for a two year term. Members-at-large may be elected or may be appointed by Board Officer recommendation and unanimous agreement and shall hold a term for a minimum of a one year term. Each officer shall hold office until resignation or otherwise disqualified to serve or until their successor shall be elected. Any officer leaving office must remain inactive as an elected officer for a period of one year before being elected to another office. Upon leaving office all Club related articles will be passed onto the newly elected board member.
Article 5.3.1
Only eligible voting members, per Article 4.2, may make nominations or may be nominated. Nominations will open at the August meeting and will close one week prior to the October meeting. A final election ballot will be presented at the October meeting. The officers shall be elected by a simple majority vote at the October election meeting.
Article 5.4
Any board member may be removed with cause, as outlined in Article 4.4, by a two-thirds vote of the membership in attendance at an open meeting providing the proposed removal is announced in advance. Refer to Article 5.4.2, for vacancy proceedings. 2022 Foothills Paddling Club Bylaws
Article 5.4.1
Any officer may resign by giving written notice to one or more board members. The resignation shall take effect 30 days from receipt of written notice or later as specified in the notice. Upon leaving office all Club related articles will be passed to the board.
Article 5.4.2
Any vacancy of the board arising from any cause prior to expiration of term, shall be filled upon recommendation of the remaining officers and approved at the Club’s next open meeting.
Article 5.5
The officers shall receive no compensation for their services.
ARTICLE VI. Members of the Board: Duties
Article 6.1
The Board (as defined Article 5.2) shall meet a minimum of 4 times per year, with a preference that the meeting be held at a separate time and venue from the quarterly open Club meeting.
Article 6.2.1
The President shall be the principal officer of the Club and shall in general supervise and coordinate the affairs of the Club. The President shall preside at all meetings. The President shall hold the right to delegate tasks and duties to the other officers of the Club.
Article 6.2.2
The primary role of the Vice President shall be to assume and perform the duties of the President in his/her absence. The Vice President shall succeed the President at the end of the two year term, therefore the Vice President is to spend those two years in the role familiarizing his/herself with the Club bylaws and procedures as well as shadowing the President in all of his/her actions. The Vice President shall perform the duties of the Secretary and Treasurer at quarterly meetings in their absence.
Article 6.2.3
The Secretary shall maintain an electronic record of all Club documents, to include annotated minutes of Club meetings, letters, agreements, agendas, course and event offerings, and any other official Club documents. The Secretary shall make these documents available to all Officers at all times and shall provide them, upon request, to membership at Club meetings.
Article 6.2.4
The Treasurer (Refer to Article VII) shall have charge and custody of all financial matters of the Club. The Treasurer shall maintain a complete and accurate accounting system and shall present reports to the Board and membership at the quarterly meetings. The Treasurer shall file annual financial reports to be published with a link online and prepare tax filings on an annual basis.
Article 6.2.5
The Member-at-Large shall serve as a liaison between the Membership and the Board, serving as a conduit for suggestions, complaints, and concerns; and keeping the sources anonymous when possible. The Member-at-Large shall have the same voting privileges as other Club Officers. There shall be a total of two members-at-large representing the membership on the board.
Article 6.3.1
The responsibilities of club operations shall be delegated to committees under the oversight of the Board.
Article 6.3.2
Each committee shall have a committee chair who, while reporting to the president of the club, appoints committee members as they see fit and manages the activities of their respective committee. Committee Chairs shall be considered non-voting members of the board..
Article 6.3.3
Committee Chairs shall be appointed by members of the board by a majority vote. The board shall notify the membership of any vacancies in committee chair positions and allow a response period for members to volunteer to fill those vacancies.
Article 6.3.4
The committees of the club and their delegated responsibilities shall be as follows:
Communications
Communicate and promote club business, events, and trips to the membership and the public through email, social media posts, blog posts, and other mediums.
Conservation
Set the conservation policy of the club and coordinate with the events and planning committees to plan and execute conservation outreach.
Events
Plan and execute events and trips designated by the planning committee.
Education
Govern the curriculum for club education programs, facilitate classes and clinics, and manage an instructor scholarship program to maintain a sustainable flow of instructors and teaching assistants for the various clinics and classes offered by the club. The Education committee shall work with the treasury to ensure that clinics are properly insured.
Information Technology
Support and Maintain the various technology platforms necessary for the operation of the club and work with the Communications Committee to manage content on the official club website. The Information Technology committee should strive for continuous improvement to ensure that the club and its members are realizing value from investment in technology.
Member Support
Be a single point of contact for club members to answer their questions about the club and facilitate resolution issues related to their membership or benefits.
Planning Committee
The planning committee shall convene during the months of September through December, to plan the club calendar for the following year and coordinate with Events and Communications committees to perform any possible and necessary initial work for the events and clinics on the calendar, including but not limited to booking venues and adding content to the club website. The planning committee may also make recommendations on the budget and recommend other initiatives for the following year. The planning committee is encouraged to include at least one member-at-large and two regular club members in the planning process in an effort to give a voice to the membership about the direction of the club.
Article 6.3.5
Officers may form committees to assist them with their duties or for special initiatives. These committees must be approved with a majority vote of the board.
ARTICLE VII. Budget and Financial Affairs
Article 7.1
An annual Club budget will approve with a majority vote by all members of the board each calendar year, defining the Club’s “Fiscal Year”.
Article 7.2
All funds in the treasury shall be kept in a financial institution approved by the Board. At the beginning of their term, the President and Vice President shall accompany the Treasurer to the financial institution to receive Debit cards connected to the account.
Article 7.3.1
The Treasurer shall be solely responsible for the physical checkbook for the club. The Treasurer shall, therefore, sign all checks. In the absence of the Treasurer, another officer [President, Vice President, Secretary] will be designated to sign checks.
Article 7.3.2
If the budget is surpassed and/or the account balance < $100.00, it is the Treasurer’s responsibility to notify the board. An emergency meeting is to be called and the budget is to be amended and approved by a two-thirds vote.
Article 7.3.3
Any non-recurring recommended expenditures that exceeds $250.00 or $500.00, if money is from proceeds of a club sanctioned event/clinic, must receive prior approval by a simple majority vote at an open Club meeting.
Article 7.3.4
All monies drawn from the Club account require the submission of an itemized list including: the materials, quantity, cost, and use. The request must be approved by the Treasurer and at least two other Officers. The request is to be submitted with enough time for the aforementioned process to be completed.
Article 7.3.4
Reimbursement from to an individual from the Club account must have prior approval from the Board, and must be under extenuating circumstances (ie the Secretary found an unbeatable deal on a raft to replace one for the Club but does not have a Club debit card or check on hand). An itemized receipt must be submitted to the Treasurer in order to receive reimbursement.
Article 7.3.6
All funds collected at Club sponsored events are to be rendered to the Treasurer within 24 hours of termination of the event.
Article 7.4
No loans shall be made to any Club member for any reason.
ARTICLE VIII. Foothills Paddling Club Meetings
Article 8.1.1
The board as defined above, shall host an open Club meeting at least once every quarter or at least four meetings per calendar year.
Article 8.1.2
All active members are welcome and encouraged to participate in the quarterly meetings. The location, date, and time of the quarterly Club meeting(s) is to be clearly posted on the Club’s website and social media at least 2 weeks before the scheduled meeting.
Article 8.1.3
The meeting agenda shall be posted in advance for all membership to see and shall include a summary of the most recent Board meeting as well as a financial update from the Treasurer.
Article 8.2
Meetings are open to all members as well as to visitors considering membership. Only Officers may schedule and assemble the meeting, and only active members may vote on Club matters. Visitors wanting to attend Club meetings are highly encouraged to contact the Board beforehand.
Article 8.3.1
All decisions requiring a vote at open Club meetings will be determined by a “simple majority” of attending active members (Verbal a yes and nays vote usually suffice).
Article 8.3.2
Amendments to the current Club Bylaws require that the voting matter be announced in the meeting agenda prior to the meeting, that a two-thirds majority vote of members present at the meeting vote in favor, and that it be recorded in the minutes of the meeting. Electronic submission of a vote may be used if needed, within two days prior to the meetings.
Article 8.3.3
Any emergent topic requiring immediate addressing (ie, highly contested issue, changes in the FPC bylaws, FPC name change, nomination of a Board member or a Board vacancy) may be put to an all-member electronic vote prior to or in lieu of physical assembly.
Article 8.4
In addition to or concurrent with the quarterly meetings, the Club shall host at least four annual events, starting in spring that include, Chattooga Fest, Summer Social, Ocoee Weekend, and the Film Festival. Historically, these events have occurred in that order with Chattooga Fest (or the Spring event) being a membership drive and the Film Festival (or Fall event) being the venue for Officer elections.
Article 8.5
At least 2 official Club paddling trips per month are to be offered from May to September and led by qualified trip leaders who have attended the Trip Leader & Safety Boater Workshop. Club officers should lead at least one trip per month. The trips are to be posted one week in advance on the Club’s website and social media.
Article 8.6
Additional events may be added to the Club calendar after Board approval and must promote the Club and its mission statement [Article III].
ARTICLE IX. Training and Scholarships
Article 9.1
The club will award a scholarship of $600 to at least one member every fiscal year to acquire an instructor certification in a relevant field of need (i.e. ACA paddlesports instruction, swift water rescue instruction, wilderness first aid instruction).
Article 9.2
The board shall award scholarships to eligible recipients by majority vote. There will be an application process to include a potential interview and screening with Officers and/or members of the Board. Applicants may seek certification in all fields and levels offered, and the Board will evaluate and determine the best fit for current club needs.
Article 9.3
Eligible applicants of the Instructor Scholarship shall have been a current and paid member of the club for at least one year and have served as a Teaching Assistant in at least 4 education clinics within a year prior to consideration.
Article 9.4
Recipients of the scholarship shall receive a benefit of $300 upon the successful completion of their certification and another $300 immediately after teaching the first clinic in their capacity as a certified instructor.
ARTICLE X. Foothills Paddling Club Code of Conduct
FPC members are brought together by a common interest for the love of water, the sport of paddling, and the camaraderie and fellowship of other members. All perspectives and reasons for joining the club are to be valued by all Club members. Respect is to be observed in all member interactions, especially during disputes, disagreements, and constructive criticism. The use of foul language, slandering, intolerance, and irate behavior will not be tolerated.
Individuals of FPC represent ALL club members and the boating community at large. Members are expected to act appropriately and be courteous to other individuals both on and off the river. Members should demonstrate respect for the safety of themselves and others. Foothills Paddling Club defers to the safety standards of The American Canoe Association (ACA) and American Whitewater. Disregard for any of these guidelines or gross negligence can result in the removal of active membership status and/or being banned from Club membership.
ARTICLE XI. Disbanding Foothills Paddling Club
Should the FPC be dissolved, all materials, possessions, and monetary assets of the organization are to be donated to a designated charity after all debt has been settled. At the time of dissolution, an open Club meeting will be called and a charitable organization agreed upon by two-thirds majority vote of present membership. Multiple organizations may benefit if so voted-upon.
ARTICLE XII. Liabilities
No officer, committee, or member of the Club or any other person shall incur any debt on behalf of the Club or in any way render the Club liable unless authorized by the majority of the Club officers. No action by a member, committee, or officer shall be binding upon or constitute an expression of, the policy of the Club until it shall have been approved by the Club officers.
ARTICLE XIII. AMENDMENTS
Article 13.1
The constitution and bylaws may be amended by a two thirds vote of the members present at any meeting called for that purpose. Notice of the substance of the proposed change shall be set forth on the website.
Article 13.2
These Bylaws may be amended, repealed, or altered in whole or in part by majority of members’ votes cast pursuant to the provisions of Article 8.3.1 and Article 8.3.2, which call for advance notice given to membership along with a verbatim copy of the change(s) to be considered, the designated voting period and mechanism or the time and place of the meeting during which the change will be acted upon.
Article 13.3
Any revisions, annotations or versions of the ByLaws shall be kept on file by the Secretary and should be notated below.
REVISION HISTORY
August 19, 1993: Constitution and ByLaws created and adopted
August 17, 1995: Amended Article 5.2
2007, date unknown: Bylaws revised and voted into adoption
March 15, 2007: Amended Articles II, IV, V, VI, IX, X, XI, and XII.
April 2, 2015: Amended and revised (no details) and voted into adoption.
June 21, 2018: Overhaul and massive revisions, not put to membership for approval and vote.
December 1, 2020: Membership approved and voted current version into adoption.
August 12, 2022: Updated Article IX: Training and Scholarships per voted upon changes in April 2022, Added Article 4.6 per vote February 2022, Updated reference to non-profit 501(c)(3) to 501(c)(7) per vote in February 2022, Updated Code of Conduct per vote in February 2022
April 26th, 2024: Revisions to Article 6.3, regarding committees, Article 9, regarding the education program and instructor scholarships, and article 6.2.5, regarding Members at Large, were brought before the membership on 3/10/2024 at the Q1 Club Meeting and passed in a online vote in the weeks that followed. The By Laws were officially updated on the club website on 4/26/2024.