Bylaws of the Empire Orienteering Club
(as amended on August 16, 2012)

Article 1: Name
The name of the organization shall be the Empire Orienteering Club, Inc. with principal offices located in the County of Saratoga, State of New York or as the Board of Directors may designate.

Article 2: Purpose
The object and purpose of this club shall be to operate exclusively for the educational and charitable purposes within the meaning of 501(c)(3) of the Internal Revenue Code of 1954, as amended, and to the extent not inconsistent therewith to stimulate participation in orienteering through organized events, to increase enjoyment of natural resources and respect for wildlife and the environment, to explore the basic needs for healthful lifestyle, and to instruct in the use of maps and compasses to assist in fulfilling these purposes.

Article 3: Affiliation
The club recognizes the United States Orienteering Federation (USOF) and the International Orienteering Federation (IOF) as the national and world governing bodies, respectively, of orienteering and shall abide by their rules and regulations except where prevented by local conditions, laws or customs.

Article 4: Membership
  1. The membership of this organization shall be unlimited and any person shall be eligible for membership as provided herein.
  2. Membership classes shall consist of individual, couple and family memberships. The single membership shall be allotted one vote. The couple and family memberships shall include the members of an immediate family with the same mailing address, and shall be allotted one vote per person present, with a maximum of two votes. Members under the age of 16 will not be eligible to vote or hold office.
  3. The club shall set the annual dues at its annual meeting including reduced membership rates for students. The membership year shall be the calendar year or as designated by the Board of Directors.
  4. Membership dues shall be paid annually at the beginning of the year and prior to the annual meeting. A member in arrears at the time of the annual meeting shall be placed in inactive status.
Article 5: Meetings of Membership
  1. The annual meeting of the members shall be held at the final spring local meet or as called by the President or Board of Directors for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.
  2. Club meetings may be called by the President or by the Board of Directors and shall be called upon the written request of seven members of the Club. The purpose of the meeting shall be stated in the call. Except in cases of emergency at least three days notice shall be given.
  3. A quorum at the annual meeting shall consist of a minimum of 10% of the membership in good standing. Five members of the Board of Directors shall constitute a quorum at Board of Directors meetings.
  4. Those items requiring a vote of the club membership, such as election of officers and changes in Bylaws may be handled by mail ballot. A minimum return of votes by 10% of the members in good standing shall be required to validate the election. A mailed ballot must be signed by the voter.
  5. The rules contained in the current edition of Robert's Rules of Order shall govern meetings in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Club may adopt.
Article 6: Officers
  1. The officers of the club shall be a President, Vice-President, Secretary, and Treasurer. All officers shall be members of the club in good standing and shall perform the duties prescribed by these Bylaws. The President and Vice-President shall be members in good standing of the United States Orienteering Federation.
  2. The President shall coordinate the affairs of the club and preside at meetings. The Vice presiden shall assist the President and shall assume the duties of the President in the President's absence. The Secretary shall maintain up to date records of the general affairs of the club, including meeting minutes and correspondence. The Treasurer shall maintain accurate and up to date records of the financial affairs of the club and membership.
  3. Club officers shall be elected by the membership at the annual meeting. Officers shall serve until the next annual meeting. Their term of office shall begin immediately upon their election.
  4. No member shall hold more than one elected office at one time.
  5. An Auditing Committee of two members, not including the President or Treasurer, shall be appointed by the President at the annual meeting and its duty shall be to audit the Treasurer's accounts at the close of the fiscal year, and to report at next meeting of the Board of Directors and at the next annual meeting. The audit summary shall be available to the general membership.
Article 7: The Board of Directors
  1. The officers of the club and the chair of each of the committees identified in Article 8.1 shall constitute the Board of Directors. No member shall have more than one vote on the Board of Directors.
  2. The Board of Directors shall have general supervision of the affairs of the club between its business meetings, fix hour and place of the meetings, make recommendations to the club and perform other duties as are specified in these Bylaws. The board shall be subject to the order of the Club and none of its acts shall conflict with action taken by the club.
  3. The regular meetings of the Board of Directors shall be held at a time and place announced at least two weeks prior to the meeting. Meetings may be attended by any club member. Special meetings of the Board of Directors may be called by the President and shall be called upon the written request of two members of the committee.
  4. The officers of the Empire Orienteering Club shall not receive salaries unless otherwise provided by the Board of Directors.
Article 8: Committees and Coordinators
  1. Promptly after taking office, or whenever vacancies exist or conditions warrant, the President shall appoint the following coordinators or committees:
    • Publicity - whose duties shall include general promotion, and general and specific event publicity;
    • Ski Orienteering - whose duties shall be to coordinate club activities with other Nordic ski venues, events and organizations;
    • Scouting – whose duties shall include youth education and coaching and coordinating with youth organizations;
    • Equipment – whose duties shall include maintaining club equipment and properties and supervising replacement as needed;
    • Newsletter - whose duties shall include disseminating news of club activities either electronically or by conventional newsletter;
    • Mapping – maintain the club’s inventory of maps and a plan for updating and expanding the maps;
    • Any other committees or coordinators that the president or Board of Directors may deem useful for furthering the purposes of the club.
  2. A nominating committee of three members shall be appointed by the president to nominate the four candidates for the executive officers, and shall submit the nominees' names for the annual election.
Article 9: Contracts, Loans, Checks, Deposits and Earnings
  1. The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the club, and such authority may be general or confined to specific instances.
  2. No loans shall be contracted on behalf of the club and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors or the membership as reflected in the meeting minutes of the Board of Directors or the membership. Such authority may be general or confined to specific instances.
  3. No loans shall be made by the club to its officers or members.
  4. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the club shall be signed by such officer or officers, agent or agents, of the club and in such manner as is from time to time determined by resolution of the Board of Directors.
  5. All funds of the club not otherwise employed shall be deposited from time to time to the credit of the club in such banks, trust companies or other depositories as the Board of Directors may select.
  6. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article 10: Meets
  1. The scheduling of club meets shall be coordinated with the schedules of other clubs, holidays, and other pertinent events in accordance with the policies of the club.
  2. Each meet shall have a Meet Director appointed by the Board of Directors.
  3. Each Meet Director shall be responsible for the conduct of the meet in accordance with the policies of the club and the applicable national and international standards of fairness and safety. All meet revenues shall be remitted to the club, unless otherwise designated by the Board of Directors.
Article 11: Club News
  1. The club shall inform members and other interested parties of coming events, results of past events, and other pertinent information.
  2. This information shall be disseminated in a timely fashion under the guidance of the Board of Directors.
Article 12: Fiscal Year
The fiscal year of the club shall be the calendar year.

Article 13: Indemnification

Each officer, coordinator, meet director, or committee person now or hereafter serving the club and each person who at the request of or on behalf of the club is now serving or hereafter serves as a director, or officer of any other club, whether for profit, or not for profit, and his respective heirs, executors and personal representatives, shall be indemnified by the club against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of his duties; but such indemnification shall not be deemed exclusive of any other right to which such person may be entitled under any bylaw, agreement, vote of the board, vote of the members, or otherwise.

Article 14: Limitation on Authority
No officer, coordinator, committee person or member of this club shall use it as a means of furthering any personal, political or other aspirations nor shall the club as a whole take part in any movement not in keeping with its real and established aims and purposes as set in these Bylaws and the Articles of Incorporation.

Article 15: Amendment of Bylaws
These Bylaws may be amended by a two-thirds majority of those members voting, provided that the amendment has been mailed to the membership at large and that at least 10% of the eligible members cast votes.

Article 16: Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

August 16, 2012