Iowa Geocachers Organization

Iowa Geocachers Organization - Bylaws

Table Of Contents

·         Article I - Name and Purpose

·         Article II - Membership

·         Article III - Board of Directors

·         Article IV - Meetings

·         Article V - Officers

·         Article VI - Committees

·         Article VII - Allocation of Funds

·         Article VIII - Logo

·         Article IX - Bylaws

·         Article X - Non-Discrimination Clause

·         Article XI - Disciplinary Action

·         Article XII - Dissolution

·         Article XIII - Parliamentary Authority

·         Article XIV - Statement of Conflict of Interest

·         Date Of Last Revision

Article I - Name and Purpose

Section 1. Name
The name of the organization is the Iowa Geocachers Organization, hereafter known as IGO.

Section 2. Corporation
The corporation shall be of type 501(c)(3) of the Internal Revenue Code.

Section 3. Purpose
The purposes for which the corporation is formed are as follows:

IGO shall exist as a not-for-profit recreational organization, formed to promote the family-oriented activity of geocaching through a central web site, workshops, newsletters and information displays, while encouraging responsible stewardship of public lands through effective media relations.

Section 4. Not-for-Profit
The corporation shall be a Type (c)(3) corporation pursuant to Section 201 of the Not-for-Profit Corporation Law.

Section 5. Office
The office of the corporation is to be located in the County of Benton in the State of Iowa.

Article II - Membership

Section 1. Eligibility
Any individual shall be eligible for membership, provided they agree to abide by the bylaws and rules of the Organization.

Section 2. Membership
Active Member. Membership in IGO shall remain open to all interested persons who support the goals as described in the Mission Statement. Each applicant for membership shall be required to register online at the IGO website, thereby providing the IGO with name, address, phone, email address and geocaching alias, as well as other information deemed necessary for contact and identification of a candidate. Once the applicant has provided the above information, the applicant shall be considered a member of the Organization.

Voting Member. Any Active Member who is at least 18 years of age and a resident of the State of Iowa will be eligible to vote. Non residents may petition the IGO board of directors for Voting Member status. Such status may be granted at the discretion of the board.

Section 3. Dues
IGO has no official dues or monetary charges for membership. In the future, dues may be established as deemed appropriate and voted on by the Board of Directors.

Article III - Board of Directors

Section 1. Duties
A Board of Directors shall manage and administer the affairs of the IGO. The Board is responsible for setting policy and governing the organization. It holds the power to conduct business and delegate that power as needed to an agent of the Board.

Section 2. Organization of the Board
The Board of Directors consists of nine directors.

Section 3. Selection of Board Members
All voting members in good standing are eligible for nomination to the Board of Directors. Directors are nominated and elected by the eligible voting members of the organization.

Nominations. All active members may submit nominations for office. If two or more active members nominate an individual they will be considered a candidate for the specified office if willing. Nominations will be finalized at least two weeks prior to each election providing sufficient time for the list of nominees to be emailed to the Voting Membership and published on the web site prior to the election.

Election. All voting members in good standing will have one (1) vote per member for the purpose of electing the Board of Directors. The nominees who receive the most votes in a given election will fill the vacant positions. In the event of a tie, the existing Board of Directors will serve as tiebreaker.

Elections may take place electronically to allow for all IGO voting members to participate.

The current Board Secretary shall oversee and certify the election.

The board’s first order of business following each annual election of Directors is to elect the Executive Committee. See Article V, Section 2.

Section 4, Term of Office
The nine directors serve staggered two-year terms.

Section 5, Election Calendar
Board elections occur during the month of June each year.

Nominations run for two weeks, opening at midnight on May 12th and closing at midnight on May 26th.
Per Section 3, nominations close two weeks prior to the election.
Voting lasts for two weeks, with polls opening at midnight on June 9th and closing at midnight on June 23rd.
Allowing one week to tally and verify the votes, new board members take office on July 1st.

Section 6. Vacancies on the Board
Vacancies on the Board of Directors, no matter the cause, are filled in a special election. Special elections fill only the vacant positions but otherwise follow the same procedures as regular annual elections (see Section 3 - Selection of Board Members).

Section 7. Initial Board Members
Two special considerations are made for the initial Board of Directors.

To ensure smooth operation, four (4) members will be appointed, instead of elected, to fill director positions and make up the initial Executive Committee. The four members will be selected by the Eastern Iowa Geocachers Association Steering Committee. The remaining five Directors will be elected in the first annual election.

To set the stagger in the Directors terms, the four Directors appointed by the EIGA Steering Committee will serve a one (1) year term. These Directors remain eligible for reelection at the end of the initial one year term.

Section 8. Quorum
Quorum for the Board will be set as a simple majority.

Section 9. Board Member Activity
Board Members are required to attend 75% of business meetings. Any Board member not meeting this requirement may be asked to leave the Board of Directors. (See Section 10).

Section 10. Removal
A Board member may ask to be removed from the Board, or they may be asked to leave by the Board. Board members may be removed by a simple majority vote of the members of the Board. Examples of conditions under which a Board member may be removed include, but are not limited to, breach of confidentiality, failure to disclose a conflict of interest, failure to exercise the duties of a Board member, or failing to attend 75% of Board meetings. The Board member in question is not eligible to vote in their own dismissal, regardless of the situation in which they are leaving.

Section 11. Voting
All members of the Board of Directors shall have one (1) vote per member. Unless otherwise indicated, Board resolutions require a simple majority of quorum. In the event of a tie, the President’s vote will serve as tiebreaker. Board business that requires a vote may be conducted via telephone or electronic means for issues that require immediate action, provided that a reasonable attempt is made to notify all Board members of the vote.

Section 12. Compensation
Directors shall not be compensated for their service except for reimbursement of reasonable expenses.

Article IV - Meetings

Section 1. Board Meetings
Board Meetings will be held a minimum of once a year. Any Board member may call a special meeting, which will be held pending the availability of the Board Members. Members will be notified of meetings via e-mail or telephone discussions.

Section 2. Executive Committee Meetings
Executive Committee Meetings will be held a minimum of once a year, and may be held in conjunction with the Board Meetings. Meeting times, location, and frequency are at the discretion of the Executive Committee members. The Board may, at their discretion, vote to call a special meeting of the Executive Committee. Members will be notified of meetings via e-mail or telephone discussions.

Section 3. General Membership Meetings
General Membership Meetings will be held annually. All members and interested parties are invited to attend and participate in the meetings. All meetings will be conducted in accordance with Robert's Rules of Order, Newly Revised (see Article XIII).

Article V - Officers

Section 1. Officers
Four members of the Board of Directors shall serve as the Executive Committee. The Executive Committee consists of a President, a Vice-President, a Treasurer and a Secretary. The officers shall perform their duties as prescribed by these bylaws and by the parliamentary authority adopted by the Organization.

The President Shall:

Preside at all meetings of the Executive Committee and of the Organization.
Have the duties and powers assigned according to Robert's Rules of Order in addition to those particularly specified in these bylaws.
Sign contracts and agreements on behalf of the IGO.
Oversee the Events committees.

The Vice-President Shall:

Perform the duties of President in his/her absence.
Make arrangements for scheduling meeting dates and locations.
Assist the President, the Board, and the Organization in duties as requested.
Oversee the maintenance of a website dedicated to IGO.
Ensure that the website content is updated in a timely and as-needed manner.

The Treasurer Shall:

Be responsible for all income and expenses.
Keep accurate financial records.
Make timely deposits of all monies received.
Pay duly authorized expenses.
Make available financial records to IGO for inspection and audit.
Make an annual report to the members at the annual meeting.
Recommend a budget to the Board of Directors.
Make sure all taxes are filed.
Become familiar with state and federal regulations in order to advise IGO on the established legal parameters.
Ensure all activities including normal operations and fundraising ventures are performed in compliance with all applicable laws.
Work with the Secretary to complete and submit forms and other such media that are necessary to remain in compliance.
Oversee the Fundraising committee.

The Secretary Shall:

Record minutes of all meetings.
Maintain a file of legal documents and licenses of IGO, past minutes, newsletter archives and other official documents.
Record and receive all copies of contracts and agreements consummated by IGO.
Provide written notice of the date, time, and location of meetings to the membership at least two weeks prior to the meetings, including, as needed, notice of elections to fill vacancies of the Executive Committee.
Maintain a list of active members and officers.
Conduct and respond to correspondence as required.
Oversee the Nominating committee.

Section 2. Selection of Executive Committee
Following each annual election, the newly assembled board shall elect four of the Directors to serve as the Executive Committee. Nominations and elections for the Executive Committee are conducted in a single meeting, held within two (2) weeks following the election of the Directors. The committee is selected as follows:

The current incumbent President shall select a non-board member as a moderator for the election process.
A date and location for the election will be set that is no greater than two weeks after the general election of board members.
All of the board members will meet in the designated location or chat area on said date and time.
The moderator will announce the position up for election, proceeding in the following order: President, Vice-President, Secretary, and Treasurer.
The moderator will announce each position in turn. Any person not wishing to serve the position will decline. After a period of 1 minute but not exceeding 5 minutes, all persons not declining are officially nominated for said position.
In the event that all members decline a position, the board is obligated and required take additional steps to fill the position.
When one or more candidates have been nominated for each position, the voting can begin.
The moderator will announce each position in turn and instruct board members to cast their vote in private (via private chat session, email, phone or paper ballot) for one candidate. Voting can be open for each position for up to but not exceeding 5 minutes. If all votes are cast, the moderator will close the polls.
The moderator will then tally the votes and announce the board member elected to the position.

Section 3. Terms of Office
The term of office for the Executive Committee shall be approximately one year. Members shall serve from the time they are selected until the time a new Executive Committee is selected. [See Section 2 - Selection of Executive Committee].

Section 4. Executive Committee Member Activity
Executive Committee members are required to attend 75% of Executive Committee meetings. Any Executive Committee member not meeting this requirement may be asked to vacate their position (See Section 7 - Removal).

Section 5. Vacancies
Any vacancies occurring among the Officers of the Executive Committee shall be filled until the next annual election, at the discretion and decision of the Board; except that the Vice President shall automatically fill a vacancy in the office of President.

Section 6. Voting
All Executive Committee members shall have one (1) vote per member. Unless otherwise indicated, Executive Committee resolutions require a simple majority of quorum. In the event of a tie, the President's vote will serve as tiebreaker. Executive Committee business that requires a vote may be conducted via telephone or electronic means for issues that require immediate action, provided that a reasonable attempt is made to notify all Executive Committee members of the vote.

Section 7. Removal
An Executive Committee member may ask to be removed, or they may be asked to leave by the Board. Executive committee members may be removed by a simple majority vote of the members of the Board. Examples of conditions under which an Executive Committee member may be removed include, but are not limited to, breach of confidentiality, failure to disclose a conflict of interest, failure to exercise the duties of an Executive Committee member, or failing to attend 75% of Executive Committee meetings.

Article VI - Committees

Section 1. Committees
The Board or Executive Committee may appoint standing committees to advance the work of IGO. Such committees shall always be subject to the final authority of the Board. The Executive Committee may form temporary or special committees as needed.

Selection of Committees. Any voting member of IGO may volunteer for a committee. They will apply to the Nominating Committee who will then select members to serve on a particular committee.

Selection of Committee Chairs. The Committee members will self-elect a chair.

Section 2. Fundraising Committee
The Fundraising Committee shall exist to plan projects to help fund IGO in its goals of promoting and education of geocaching. As the group does not intend to collect dues from the general membership, it will be the responsibility of this committee to raise funds through other means.

Section 3. Nominating Committee
The Nominating Committee shall exist to identify candidates for election to the Board of Directors, assembling a slate of director candidates to be elected by the full membership. They shall also oversee the voting and election procedures for new members of the board.

Section 4. Event Committee
The Event Committee shall exist for purpose of planning events. The Board authorizes this committee to act on behalf of the Board in the planning of a particular event.

Section 5. Executive Committee
The Executive Committee shall exist for the everyday maintenance of IGO. The Board authorizes this committee to act on behalf of the Board in special circumstances. Actions of the executive committee will be approved by the full Board of directors at the next regular Board meeting.

Article VII - Allocation of Funds

The approval of the Board is necessary for the allocation of funds over one hundred dollars ($100) for any purpose. The Executive Committee may allocate funds up to and including one hundred dollars ($100) without seeking Board approval.

Article VIII - Logo

The logo is a trademark of IGO, usage rights are given to active members for any personal and non-commercial purpose. Any other use of the IGO logo is prohibited in any manner, except as approved by the Board of Directors.

Article IX - Bylaws

The Board of IGO will be solely responsible for the bylaws of IGO. The Board may adopt, amend, or repeal the bylaws with a simple majority vote of approval.

Article X - Non-Discrimination Clause

IGO shall not discriminate against people on the basis of race, color, sex, religion, national origin, age, disability, sexual orientation, or any legally protected characteristic.

Article XI - Disciplinary Action

As determined by the Board, any member whose actions are deemed to run counter to the best interests of IGO shall be subject to disciplinary action. Any action taken shall be with a simple majority vote of the Board. Disciplinary actions that may be taken include removal from the Board or revocation of an individual's membership.

Should the Board feel that disciplinary action is necessary; the Board will schedule a vote and contact the member to be disciplined to ensure that the member can have an opportunity to speak in his or her defense if he or she chooses.

Article XII - Dissolution

Dissolution of IGO may occur by a simple majority vote of the Board of Directors. In the event of dissolution, all remaining assets, if any, shall be transferred to the nearest geocaching-related organization as approved by the Board

Article XIII - Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern IGO in all cases in which they are not inconsistent with these bylaws and any other special rules of order the Organization may adopt

Article XIV - Statement of Conflict of Interest

All IGO Board, Executive Committee, and General members shall avoid any conflict between their individual, professional, or business interests and the interests of IGO. Upon any deemed conflict of interest by a member, notice shall be given to the Board and that member shall then refrain from discussing or voting on any related issue.