ARTICLE 1- Name The name of this organization is "Palm Beach Pack and Paddle Club, Inc.", incorporated in the State of Florida in accordance with the Florida Not-for-Profit Corporation Act (State of Florida Statutes, Chapter 617), and in these Articles will be referred to as "the Club." ARTICLE 2 - Designation The Club is formed for the benefit of its members, and for charitable and educational purposes, under the provisions of the Florida Not-for-Profit Corporation Act, and as a Florida Not-for-Profit Corporation. No member will profit financially. The Club will function under the provisions of the Internal Revenue Service Code Section 501(c)(7), recreational and social purposes. ARTICLE 3 - Purposes The Club is formed for Recreational and Social purposes, and for charitable and educational purposes. (1) Its recreational and social purposes are to: (a) Provide camping, paddling, hiking, bicycling, snorkeling, and other recreational activities for its members and guests. (b) Introduce new members and others to these experiences. (c) Provide social opportunities in conjunction with these activities. (2) Its charitable and educational purposes are to encourage and support the conservation and protection of the natural environment through: (a) Establishment of a Conservation Fund to financially support local qualifying organizations involved in these activities. (b) Non-financial participation in and sponsorship of cleanups and other work projects, including maintaining nature trails and non-motorized waterways for recreational purposes. (c) Educational programs at general meetings. (d) Non-financial participation in public contact educational activities designed to promote these objectives. (e) Cooperation with other organizations aligned with these purposes. (f) Other viable means. B. The Club's activities will be non-political in purpose or nature. The Club will not endorse or otherwise support political candidates, petitions, or other political activities, or otherwise give the appearance of involvement in same. The circulation of a petition by a member that promotes and is congruent with Club objectives as described in this Article will be allowed but will not be construed as Club endorsement of that petition. All petitions must be approved by a majority of the Executive Committee present prior to circulation. ARTICLE 4 – Term The term of the Club will be perpetual. ARTICLE 5– Fiscal Year The fiscal year of the Club will be from October 1 to September 30. ARTICLE 6– Headquarters and Registered Agent The headquarters of the Club will be at a location determined by the Board. The Registered Agent, as required by the Florida Not-For-Profit Corporation Act, will be appointed by the Board at the first business meeting of the fiscal year. ARTICLE 7-Parliamentary Authority Robert's Rules of Order, Revised, will be the parliamentary authority of the Club and will be used as a guide to assist the Club in the conduct of its business, and as a reference to resolve procedural disagreements. The President may appoint a Parliamentarian at his/her discretion. ARTICLE 8-The Board The Officers of the Club will be the President, Vice-President, Secretary, Treasurer, and Immediate Past President. There will also be three to six Directors elected by the members for the purpose of conducting the affairs of the Club. The Executive Committee will be comprised of the five Officers and three to six Directors. The Board of the Club will consist of the Executive Committee and the Chairs of the Standing Committees. Each Board Member will have one vote at Board meetings, and each Executive Committee member will have one vote at Executive Committee meetings. Board members and the Club's representatives will be indemnified from individual and personal liability when acting in good faith on behalf of the Club, except in the event of recklessness, gross negligence, or willful wrongdoing. The Board will have the responsibility for administration of the Club and will have the power to conduct the affairs of the Club. The Board will not act in conflict with a vote of the Club or its rules. The Board will perform the duties prescribed by the Florida Not-For-Profit Corporation Act, and by these bylaws. The Board will act in the best interests of the Club. The Club will comply with all required record keeping from the State of Florida (1.) The Executive Committee will prepare and maintain documents for compliance with the Florida-Not-For-Profit Corporation Act. (2.) The Board will have responsibility for the designation, approval, and annual review of club policies. To comply with the Florida Not-For-Profit Corporation Act, the Treasurer will maintain accurate accounting records and will file the required annual report with the Florida Department of State. Additionally, the Treasurer will file the required annual tax return with the Internal Revenue Service. ARTICLE 9- Nomination and Election of Executive Committee Nominating Committee During July, the Club President shall appoint the members of the Nominating Committee for open positions including Executive Committee and Standing Chairs. The Nominating Committee shall consist of at least three Members of the Club. Duties The Nominating Committee shall: (1.) Publicize the fact that the Nominating Committee will receive from the membership the names of nominees for open positions. (2.) Nominate candidates for the open positions to be filled by vote of the members at the November club meeting. (3.) The Nominating Committee shall report to the membership and to the Board during the month immediately preceding the election. Before election, additional nominations from the floor shall be permitted. ARTICLE 10-Committees and Their Chairs The Standing Committees are those committees that have ongoing responsibilities with the Club throughout the year. The Standing Committees will be Membership, Program, Activities, Community Outreach, and Conservation. Their Chairs will have one vote at Board Meetings and will have the same general responsibilities as the Directors. The responsibilities of the Standing Committees will be described in Committee Charters and reviewed annually. The Standing Committee Chairs will be elected annually by the membership. An Audit Committee composed of at least two members will be appointed by the President at the November Board Meeting. The Committee will audit the Club’s compliance with the Florida Not-for-Profit Corporation Act. The President will appoint a Budget Committee consisting of at least three Members to prepare a budget for the upcoming year and present it at the August Board Meeting and to Members at the September General Meeting. A Special Committee and its Chair may be designated by the Board at any time, and its Chair will not vote at Board Meetings. ARTICLE 11-Membership and Dues Membership dues will be presented annually by the Board to the Membership at the September Membership Meeting. ARTICLE 12-Meetings Board Meetings will be held at a time and place determined by the Board, for the purpose of conducting Club Business, and shall be open to the Members. Executive Committee Meetings may be held at a time and place determined by the Executive Committee, as the need arises. General Meetings will be held each month unless changed by the Board. A Simple Majority will constitute a quorum at Board Meetings and Executive Committee Meetings. A minimum of 15 Members must be present to constitute a quorum at Membership Meetings. Neither Voting by Proxy nor by Absentee Ballot will be permitted. When Club Business is conducted at any Meeting, minutes will be taken and entered into the minutes of the next monthly Board Meeting. ARTICLE 13-Vacancies and Removal of Officers A. Resignation: Any Officer may resign at any time by delivering written notice to the Board of Directors, such resignation takes effect upon receipt or at any later time specified. B. Removal: Any Officer elected or appointed by the Board of Directors may be removed, with or without cause, by a majority vote of the Board of Directors whenever its judgment is in the best interest of the Club. C. A vacancy occurring in the Office of President will be filled by the Vice-President. A vacancy occurring in any other elected office will be filled by a Member elected by a majority affirmative vote of the Board. A Director elected to fill a vacancy will hold the office for the duration of the remaining term. ARTICLE 14-Fiscal Responsibility The Board of Directors is responsible for the financial integrity of the organization. An annual audit or financial review of the Club’s Books and Records shall be performed by an Audit Committee appointed by the Board to ensure transparency and fiscal responsibility. ARTICLE 15- Amendments Either the Board or ten (10) Members may propose an amendment of these Bylaws to the Membership. These Bylaws may be amended at any General Meeting of the Club by a two-thirds (⅔) majority of the Membership present, provided that the Proposed Amendment to these Bylaws has been published in the most recent issue of the Club Newsletter or in a separate notification by the best means to each member at least 10 days prior to the date of the General Meeting when voting is to occur. ARTICLE 16-Dissolution The Dissolution of the Club will be initiated by the Executive Committee, published in the next issue of the Club Newsletter or sent in a separate notification by best means to each member at least ten (10) days prior to the date of the General Meeting and be accomplished by a two-thirds (⅔) majority vote of the Membership present at the next general meeting. Upon dissolution of the Club, after making provisions for the payment of the Club's Liabilities, the Executive Committee will distribute all of the Club Assets to an organization or organizations similar in purpose to the Club. No part of the Club Assets or the Conservation Fund Assets will financially benefit any of its Members upon Dissolution.