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1. To educate members of the Club and the general public about the sport of orienteering.
Quantico Orienteering Club, Inc. (QOC) is a 501(c)(3) nonprofit organization, incorporated in Virginia. Our federal EIN is 42-1616372.
The club's Articles of Incorporation may be found online here, and the club Bylaws are as follows.
In order to regulate the internal affairs of the Quantico Orienteering Club, Inc., in accordance with the Code of Virginia and the Articles of Incorporation thereof, the Board of Directors does hereby adopt these By-laws.
ARTICLE I -- OBJECT AND PURPOSE
The object and purpose of the club shall be to operate exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and to the extent not inconsistent therewith:
1. To educate members of the Club and the general public about the sport of orienteering.
2. To instruct in map reading and land navigation.
3. To increase enjoyment of natural resources and respect for wildlife and the environment among its members and the general public.
4. To stimulate participation in Orienteering through organized activities and events.
ARTICLE II -- MEMBERSHIP AND DUES
Sec. 1 There shall be but one class of members, called the General Membership. Any person interested in becoming a General Member may do so upon payment of the dues established herein.
Sec. 2 The annual dues for General Membership shall be established by the Board of Directors, subject to approval by the General Membership, and made an attachment to these By-laws. Reduced rates shall be offered to youth, full-time students of any age, and members of the U.S. Orienteering Federation.
Sec. 3 Annual dues are payable upon joining the Club, and subsequently on the anniversary date of the General Members's having joined the Club. Any current member who shall not have paid his or her dues within sixty days following his or her anniversary date shall be dropped from the membership rolls, and shall not be entitled to exercise the rights and enjoy the benefits of membership until annual dues have been paid.
ARTICLE III -- OFFICERS AND DIRECTORS
Sec. 1 There shall be as least five Officers of the Corporation who shall be elected from the General Membership annually. Each Officer shall also serve as a member of the Corporation Board of Directors. The Officers shall appoint six additional Directors to fill the positions listed in Sec. 3 and may appoint up to two more Directors at their discretion. They shall also fill any Officers vacancies by appointment, until the next general meeting. The Directors shall be responsible for the management of the Corporation. A quorum of the Board shall consist of five Directors (including at least two Officers). Appointed Directors shall have the same authority and privileges at Board meetings as elected Directors. Any matter presented to the Board shall require a majority vote of those Directors present. The immediate Past President of the Club shall be an ex-officio member of the Board of Directors.
Sec. 2 Duties of the Officers (Elected Directors)
(a) The PRESIDENT shall have responsibility for the day to day management of the affairs of the Corporation and shall see to the execution of all policies established by the Board of Directors. The person shall chair all meetings of the Club and the Board. The person, consistent with the provisions of these By-Laws and the Code of Virginia, call all meeting of the General Membership and the Board. The person shall appoint all committees selected from the General Membership.
(b) There will be at least two Vice Presidents. Each Vice President will be responsilbe for a given area defined by the Board of Directors. The area will be defined at the time of the call for nominations. In case of the absence of the President, one of the Vice Presidents will serve until either the Board of Directors has elected a new person as President, or until the President resumes his responsibilities. The President, or if the President is not able, the Secretary, will delegate which Vice President will be the Acting President.
(c) The VICE PRESIDENTS (Meet CO-ORDINATORS) shall be responsible in the area defined by the Board of Directors for developing a schedule of Orienteering meets for the entire year that provides, insofar as practicable, the number of meets per month as required by the Board of Directors. They shall ensure that each meet has a Course Setter/Administrator and that this person has received a copy of the QOC Meet Administrators Guide and understand the requirements contained therein. They shall assist Meet Administrators in lining up the assistants and equipment they need to run their meets, and they shall ensure that formal permission to use meet sites is obtained well in advance of the competition dates. They shall ensure that all necessary information is provided to the Newsletter Editor. They shall seek to involve all General Members at least once a year in the performance of these duties. All the Vice Presidents should coordinate their schedules to minimize conflicts.
(d) The SECRETARY shall keep all records of Club business, and shall handle all Club mail. The person shall receive all membership applications and shall deposit (or otherwise turn over to the Treasurer) all dues received. The person shall maintain the official Club membership roster and shall provide said list to the Newsletter Editor as often as may be necessary to insure that all members receive each edition, notices of meetings, and such other mailings as may be made. The Secretary shall also insure that Membership Cards are provided to each current member and shall provide all necessary typing services. The person shall maintain a historical record of all Club meets, courses, and activities.
(e) The TREASURER shall collect all dues from the Secretary, all receipts from meets and the sale of concessions not handled by the Store Manager, and shall keep all records necessary to reflect accurately the financial transactions of the Club. The person shall pay promptly all Club bills, provided the expenditures have been approved by the Board. The President may authorize the Treasurer to pay up to $50 for items not yet submitted for Board approval. The treasurer may, upon direction of the Board, or the President when the Board has so authorized, reimburse any General Member or Director for expenses incurred in the performance or transaction of Club business. The person shall prepare periodic reports showing the status of Club finances in relation to the current year's budget, and he shall assist in the preparation of the following year's budget. The person shall, with the assistance of such other Directors and General Members as may be necessary, insure that any tax returns which may be required by law are prepared and timely filed with appropriate authorities.
Sec. 3 Duties of Appointed Directors
(a) The NEWSLETTER EDITOR shall be responsible for the production, editing, and distribution of the Club newsletter. The newsletter shall include the schedule of future meets, meet results, and other items of interest to the General Members.
(b) The MAPPING DIRECTOR shall be responsible for the preparation of such new maps, and the revision of old maps, as may be feasible and necessary. The person shall maintain a current inventory of the Club's supply of maps and their suitability for use. The person shall maintain a file on map printing resources and contacts and shall coordinate the sale of Club maps to outside groups.
(c) The TRAINING DIRECTOR shall be responsible for developing a program of training for all General Members: beginner, intermediate, and advanced. Such training may be offered before regular meets or at special sessions, and should be provided periodically throughout the year.
(d) The PUBLICITY DIRECTOR shall be responsible for notifying the news media of upcoming events. The person shall provide the media with releases concerning completed meets, shall arrange speakers for groups interested in learning about the sport of orienteering, and shall promote the interests of the Club by fostering public awareness of the sport.
(e) The EQUIPMENT MANAGER shall be responsible for ordering and maintaining a stock of orienteering equipment so as to insure that the Club is adequately supplied with all items necessary to the administration of meets and all other Club functions. The person shall insure that all equipment used for each meet is repaired or replaced as may be necessary, and shall conduct frequent inspections of all Club equipment and supplies as may be appropriate to the performance of these duties. The person shall coordinate the transfer of equipment between Meet Administrators and shall keep track of the location of all equipment for which he/she is responsible.
(f) The STORE MANAGER shall order and maintain a stock of orienteering supplies for resale (at a small profit) to General Members. When available in sufficient quantity, supplies may be sold to non-members at a mark-up from member prices. The Store Manager will maintain financial records separate from other Club accounts and will normally use sales proceeds to purchase additional supplies. The Store Manager will prepare reports, semiannually, indicating sales since the last report, current cash balance, and current inventory of supplies.
Sec. 4 Election of Officers
(a) Club Officers (elected Directors) shall be elected annually at the Annual Meeting of the General Membership. The vote necessary to elect any person to office shall be the same as required for the passage of any motion or resolution as set forth in Article III of these By-laws. Each Vice President will be elected by the members from the area he serves. All Officers shall take office and start their terms immediately following the Annual Meeting.
(b) A Nominating Committee shall be appointed by the President at least 45 days prior to the Annual Meeting. The Committee shall submit a slate of candidates for nomination at the Annual Meeting.
(c) Additional candidates may be nominated by any General Member at the Annual Meeting, provided such candidates have agreed to serve if elected.
Sec. 5 Removal of Directors.
Any Officer of the Club may be removed from office, with or without cause, by a majority vote of the General Membership at a meeting expressly called for that purpose. Any appointed Director may be removed by a majority vote of the Board of Directors. Members and/or Directors must had at least 14 days notice of any meeting called for the purpose of removing a Director.
Sec. 5 Officers, members of the Board, and other Club members, shall not receive salaries or payments for services.
ARTICLE IV -- MEETING AND PROCEDURE GENERALLY
Sec. 1 Meeting shall be held semi-annually, unless the Board of Directors shall establish a different meeting schedule. The President may call meetings of the General Membership whenever he deems it necessary or prudent to do so.
Sec. 2 Written notice stating the place, day and hour of any meeting, and in the case of a special meeting the purpose thereof, shall be delivered to the General Members not less than ten, nor more than fifty days before the meeting, either personally or by mail, addressed to each General Member. Provisions governing mailing, and for otherwise giving notice of meetings, and for waiving notice of meetings, shall be as provided in sec.13.1214 and 215 of the Code of Virginia (1950), as amended.
Sec. 3 Meeting of the Board of Directors shall be held at any place as often as may be necessary to the proper conduct of the affairs of the Club. Notice of such meeting may be given by the President or Secretary by mail, telephone, or personal visit. The Board of Directors may, by resolution, direct that notice may be given in a particular way, or by other methods than those set out in these By-laws.
Sec. 4 The Annual Meeting at which Directors shall be elected shall be held on a date in June of each year, the exact date to be set by the Board of Directors in accordance with the notice requirements of these By-Laws and state law. The Club financial year will run from June 1 through May 31, and a written annual financial report will be presented at the Annual Meeting.
Sec. 5 A quorum of the General Membership for the purpose of conducting business shall be a number of the General Members constituting one-tenth of the total number of General Members. Any measure may be passed by a majority vote of the General Members present and voting, and no provision of Roberts' Rules of Order shall be deemed to amend this provision. This By-law may be altered only by appropriate amendment to the Articles of Incorporation, as provided in the Code of Virginia.
Sec. 6 The President shall conduct each meeting of the General Membership and the Board of Directors. Meetings shall be governed by Roberts' Rules of Order except where otherwise specified by these By-laws.
ARTICLE V -- EXPULSION OF MEMBERS
Any member of the Club may be expelled from the General Membership for cause.
ARTICLE VI -- AMENDMENTS TO THESE BY-LAWS
These By-laws may be altered, amended, or repealed by a majority vote of those Members present and voting at any meeting of the General Membership. The Board of Directors may not amend, alter or repeal these By-laws after the initial By-laws shall have been adopted. Notice of the amendment, alteration, or repeal must be given the General Membership, together with the text of any proposed amendment, not less than fourteen days prior to the meeting at which a vote is to be taken. Notwithstanding this provision, the requirement of notice may be waived by a majority vote of those Members present and voting at any meeting, and amendments may be undertaken at that time.
ARTICLE VII -- DISSOLUTION
In the event that the Club is dissolved, all remaining assets will be given to another 501(c)(3) organization or organizations with the same purpose stated above in accordance with the Articles of Incorporation, and a plan of distribution adopted by the Board of Directors.
ARTICLE VIII -- PERSONAL LIABILITY
The members, Directors, and Officers of the Club shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, or contracting with the Club, or having Club property for the payment of any debt or liability of the corporation or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Club shall have available to satisfy any claim or demand the assets of the corporation alone.
ARTICLE IX -- OTHER MATTERS
In all other matters not specifically addressed by these By-laws, the Corporation shall be governed in the following order by the statutes of the Commonwealth of Virginia relating to non-stock corporations, the Articles of Incorporation, and the duty-adopted resolutions of the Board of Directors, not inconsistent with the law, or the Articles of Incorporation.
These initial By-laws were duly adopted by the Board of Directors of the Quantico Orienteering Club, Incorporated, this 8th day of April, 1979.
ATTEST: Howard M. Whitfield, President
These By-laws were duly amended by the General Membership of the Quantico Orienteering Club, Incorporated, the 17th day of February, 1985 and the 18th day of May, 1986.
ATTEST: Sidney A. Sachs, Secretary
August 12, 1998
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