By-laws and Policies
ARTICLE INAME ARTICLE II -MISSION
ARTICLE III -FISCAL
YEAR
ARTICLE IV -MEMBERSHIP
ARTICLE V -VOTING ARTICLE VI -BOARD OF DIRECTORS
ARTICLE VII
-OFFICERS
ARTICLE -VIII -ELECTIONS
ARTICLE IX -DUTIES ARTICLE X -EXECUTIVE COMMITTEE
ARTICLE XI
-MEETINGS Article XII -COMMITTEES
ARTICLE XIV -AMENDMENTS POLICIES
ARTICLE I - NAME
The
name of the organization shall be the Recluse Community Trust.
It shall be a nonprofit organization incorporated under the laws
of the State of Wyoming.
ARTICLE II -MISSION
The mission of the publicly supported
Trust shall be to utilize the assets of the Trust for the public benefit
and use of the Recluse community, and for the encouragement of
historical, educational, charitable, and literary activities.
ARTICLE III - FISCAL YEAR
The fiscal year shall commence on the
first day of January and end on the 31st day of December.
The budget shall be set at the 4th quarter meeting.
The Board shall approve the budget and all expenditures must be within
budget. Any expenditure
outside of the budget shall be pre-approved by the Board or the
Executive Committee.
ARTICLE IV - MEMBERSHIP
Membership shall consist of the Board of Directors.
The size of the Board shall be no less than nine (9) nor more than
fifteen (15) members. Upon the addition of the Recluse Petroleum Club
officers, the size of the Board shall temporarily increase to nineteen
(19) members. Natural
attrition of members through ending of terms or resignations shall
reduce the Board to no less than nine (9) nor more than fifteen (15)
members.
ARTICLE
V-VOTING
Section 1-
Votes: Each member is
entitled to one vote.
Section 2-
Quorum: A quorum is
defined as one more than half the elected Board Members.
A quorum must be present for business transactions to take place
and motion to pass.
ARTICLE VI
- BOARD OF DIRECTORS
Section 1 – Members:
a)
The Board shall consist of one member
representing the immediately surrounding landowners of the historic
Recluse Community Hall, the currently presiding President, Vice
President, Secretary, and Treasurer of
the Recluse Pleasant Hour Club, and the Recluse Petroleum Club.
b)
The remaining board members shall be nominated
and elected by the current Board of Directors.
Section 2 –
Terms: The Pleasant Hour Club Officer directors and the Recluse
Petroleum Club directors shall serve a term of one year,
but are eligible for re-election by their respective
organizations. All Members
duly elected by the Board of Directors shall serve four year terms,
however, initial terms may be modified so that the terms are staggered
in such a way that the majority of the Board does not change in any one
year.
Section 3 –
Board Elections: At the fourth quarter meeting, the Board of
Directors shall elect Board Members to replace those whose terms will
expire at the end of the fiscal year. This election shall take place
during a regular meeting of the Board called in accordance with the
provision of these by-laws.
Section
4 – Election Procedures: New directors shall be elected by a
majority of Board Members present at such a meeting, provided there is a
quorum present. Board
Members so elected shall serve a term commencing January 1 of the year
following election.
A.
Nominating Procedure:
1.
Any board member may nominate one or more candidates to fill vacant
seats on the board.
2.
Nominees may include, but are not limited to, sitting board members.
3.
A deadline for receipt of the nominations shall be determined by the
board of directors, but a minimum of one week shall be allowed for
nominations to be received.
4.
The nominations shall be
made by fax, mail, or e-mail to the secretary.
5.
The nominations shall include the name of the nominee and a brief
statement citing his or her qualifications for a seat on the board.
6.
Following the board designated deadline the secretary shall e-mail all
the nominations and a ballot to each sitting board member. These may
also be faxed or mailed at a board member’s request.
B. Voting Procedure:
1.
The election for new board members shall take place at the first meeting
after the
designated deadline or as soon as possible thereafter.
2.
If a board member cannot be at the meeting that has been designated by
the board for the election of new board members, he or she may vote
absentee by fax or e-mail to the secretary, or by mailing the ballot to
the Recluse Community Trust, PO Box 72, Recluse Wyoming 82725 .
A board member shall be appointed to pick up the ballots from the
post box just before the election.
3.
Board members shall vote on the first ballot for the same number of
nominees as there are vacant seats on the board.
4.
A nominee must receive a majority of votes to win a seat on the board. A
majority is described as one more than half the board members voting,
including those present at the meeting and those voting by absentee
ballot.
5.
If there are not enough nominees who received a majority of votes to
fill all the vacant seats after the first ballot, a second vote shall
commence for the remaining vacant seat (or seats) from the remaining
nominees who did not receive a majority vote on the first ballot.
6.
Only board members present at the meeting shall vote on the second and
any subsequent ballots. A majority shall be one more than half of the
members voting.
7.
If a third or fourth ballot is necessary; the nominee who received the
fewest votes on the preceding ballot shall be dropped from the list of
nominees.
Section
5-Powers: The Board is responsible for overall policy, direction,
and financial status of the organization.
Section
6-Compensation: There will
be no compensation to board members.
Section
7 – Interested Persons: The Board shall follow the Conflict of
Interest Policy regarding
interested persons
Section
8 – Vacancies: When a
vacancy on the Board exists mid-term, the Secretary shall receive
nominations for new members from present board members.
These
nominations shall be sent out to board members with the regular
board meeting
announcement, to be voted upon at the next board meeting.
These vacancies will be filled only to the end of the particular
board member’s term.
Section
9 – Resignation and Termination:
Resignation from the Board must be in writing
and received by the Secretary.
A board member may be removed by a three fourths (3/4) vote of
the Board of Directors.
ARTICLE
VII-OFFICERS
Section
1 – Officers: There
shall be four officers of the Board, consisting of a President, Vice
President, Secretary, and Treasurer.
Section
2- Term: The term of
office shall be one year.
Section
3- Vacancies: In the
event of death, resignation, or incapacity of the President, the
Vice-President shall become the President for the unexpired portion of
the term.
Section
4 – Removal: Any
officer may be removed at any time by three fourths (3/4) vote of the
Board of Directors. Removal
shall be for just cause.
ARTICLE
VIII-ELECTION OF OFFICERS
Section
1-Elections: A
President, Vice-President, Secretary and Treasurer shall be elected at
the fourth quarter meeting.
Section
2-Nominations:
Nominations shall be made from the floor.
Nominees shall give their consent.
Section
3-Majority: Any nominee
receiving a majority of all votes cast for any office shall be declared
elected. If a nominee does
not receive a majority, another ballot shall be taken on the two
candidates who receive the largest number of votes.
At that time, the nominee receiving the majority of votes shall
be declared elected.
ARTICLE
IX-DUTIES OF OFFICERS
Section
1- President
a.
The President shall convene Board meetings
b.
The
President shall preside or arrange for other members of the Executive Committee to preside at each meeting
c.
The
President shall serve as Chair of the Executive Committee
d.
The
President shall appoint all committee Chairs
e.
The President may sign legal documents on behalf
of the Recluse Community Trust with board approval of such documents.
Section
2-Vice-President
a.
The Vice-President
shall preside at board meetings when requested by the President.
b.
The Vice-President shall become President for
the unexpired term in case of death, resignation or incapacity of the
President
c.
The Vice-President shall assist the President as
requested.
d.
The Vice-President shall preside at the meetings
of the Finance Committee
work closely with the Treasurer to oversee
investing, prepare the budget and develop fund raising plans.
e.
The Vice-President shall serve on the Executive
Committee
Section
3-Secretary
a.
The Secretary
shall be responsible for keeping records of board actions, including
overseeing the taking of minutes of all board meetings, send out meeting
announcements, distributing copies of minutes and the agenda to each
board member, and assuring
that corporate records are maintained
b.
The Secretary shall serve on the Executive
Committee.
Section
4-Treasurer
a.
The Treasurer
shall oversee financial operations for the Trust and make a report
at each meeting.
b.
The Treasurer shall serve on the Finance
Committee, assist in the preparation of the budget, and make financial
information available to Board Members and the public.
c.
The Treasurer shall serve on the Executive
Committee
ARTICLE
X-EXECUTIVE COMMITTEE
Section
1-Members: The four
officers serve as the members of the Executive Committee.
Section
2-Powers: Except for
the power to amend the articles of incorporation and bylaws, the
Executive Committee shall have all the powers and authority of the Board
of Directors in the intervals between meetings of the Board of Directors
and is subject to the direction and control of the Board.
ARTICLE
XI-MEETINGS
Section
1– Meetings: The Board
shall meet at least quarterly, at an agreed upon time and place.
Section
2-Attendance: Board
members are expected to attend the majority of scheduled meetings in a
year. Board members shall miss
no more than two consecutive meetings without an excused absence.
Board members may be excused by contacting one of the executive
committee members with the reason for their absence.
Section
3 –Special Meetings:
Special meetings of the Board shall be called upon the request of the
President, or at the request of any two board members.
ARTICLE
XII – COMMITTEES
Section
1 – Committee Formation:
The Board may create committees as needed. The Board President
appoints all committee chairs.
All committees must be chaired by a member of the Board, however,
the President may appoint any individuals who may be deemed appropriate
by the Board, to serve on committees.
Section
2 – Finance Committee:
The Vice-President is the chair of the Finance Committee, which includes
the Treasurer and at least three other board members.
The Finance Committee is responsible for developing and reviewing
fiscal procedures, fundraising plan, and annual budget to be approved by
the Board of Directors. Annual
reports are required to be submitted to the Board showing income,
expenditures, and pending income.
The financial records of the organization are public information
and shall be made available to the board members and the public.
ARTICLE
XIV – AMENDMENTS
Section
1 – Amendments: These
bylaws may be amended when necessary by a majority of the Board of
Directors. Proposed
amendments must be submitted to the Secretary to be sent out with
regular board announcements.
CERTIFICATION
These
bylaws were approved at a meeting of the Board of Directors on
12-23-2005.
These bylaws were amended at a meeting of the Board
of Directors on
8-11-2006
These bylaws were amended at a meeting of the Board
of Directors on
9-24-2006.
These bylaws were amended at a meeting of the Board
of Directors on
11-13-2006.
These bylaws were amended at a meeting of the Board
of Directors on
11-21-2009.
These bylaws were amended at a meeting of the Board of Directors on
3-3-2010.
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Policies
I.
The trust board shall have the facts and figures
about how much something will cost and where the money will come from
before funds are committed.
II.
The treasurer is directed by the trust to
present all bills to the trust board before writing checks for these
expenses.
III.
Any action taken in the name of the Trust must
be presented to the board for approval.
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