Bylaws of
The Sisters Trail Committee
Article 1. Parent Organization
The Parent Organization of the Sisters Trail Committee shall be the
Sisters Organization for Outdoor Activities (SOAR).
Article 2. Members
Sec. 1. A. The Sisters Trail Committee is open to any individuals
interested in the goals of the Committee as stated in the Sisters Community Trail Plan.
Article 3. Mission Statement
and Trail Committee Goals
The Trail Committee is a volunteer non-profit organization organized
under SOAR to promote, plan and maintain the Sisters Community Trail as
defined in the Sisters Community Trail Plan.
The Trail Committee Goals are:
1. Provide safe walking and bicycling routes.
2. Improve the Sisters Village atmosphere by reducing traffic congestion and pollution.
3. Promote health and wellness for all community members with non-motorized trails for walking, jogging, bicycling, skiing and horseback riding.
4. Improve our economy by expanding recreational use of our trails.
5. Provide a connection to the unique history, heritage and natural beauty of the Sisters area.
6. Provide alternative transportation routes that protect and conserve the natural beauty of the Sisters Community.
7. Establish a community involvement in the development and maintenance of the Sisters Trail System.
Article 4. Meetings of the
Trail Committee
Sec. 1. Regular Meetings. Regular meetings of the Committee shall be held at times and places
determined by the Board of Directors. Meetings shall be held monthly unless weather or other circumstances warrant a cancellation.
A regular meeting is defined as one at which the Board of Directors of the Committee attend to the business of the Committee, including the election of the Officers and the consideration of motions and resolutions relevant to the affairs of the Committee.
Sec. 2. Special Meetings. Special meetings may be called by the Officers to be held
at times and places as may be determined by the Officers.
Sec. 3. Committees. The Officers may create Committees as needed to carry out the goals of the Trail Committee as needed. These Committees shall have at least one Officer or Director as a member and shall report progress to the Officers.
Sec. 4. Quorum. A quorum shall consist of 4 Directors. If a quorum is not present at any meeting of members, a majority of members present may adjourn the meeting from time to time without further notice.
Article 5. Board of Directors
of the Committee
Sec. 1. General Powers and Duties. The affairs of the Trail Committee shall be managed by 7 member Board of Directors, which shall represent the interest of all the members and, in consultation with the parent organization and relevant agencies, shall have the power to develop policies of the Committee regarding the protection, management, and appropriate use of the Sisters Community Trails.
Sec. 2. Qualifications and Tenure. The Board of Directors shall
consist of the officers of the
Committee, and 3 directors at large from the community. The Board of
Directors should try to have representatives from different users groups,
such as equestrian, bicycle, and runners/walkers. Each such person shall
be a member of the Sisters Trail Committee with a demonstrated interest in
the Sisters Community Trails.
Directors shall serve 2 year terms that are staggered for continuity of
the Board resulting in a turnover every 2 years of 3 then 2 years later 4 directors.
No member of the Board of Directors may be reelected to the position that
he or she then holds at a time when he or she has been holding that position
for six consecutive years; however, a member may be elected at any time to
another position on the Board of Directors in spite of ineligibility to be
elected to that same position or may be elected again after a respite of one
election term to a position he or she had previously held.
Sec. 3. Election of the Board of Directors. The Directors shall be elected by the
members of the Committee present at each regular meeting. For the purpose of making
nominations for the Directors, a nominating committee shall be appointed by the Chair of the Committee at least three (3) months prior to the start of the calendar year. The slate proposed by the Nominating Committee shall be published in the Meeting Minutes of the Committee at least 30 days prior to the regular meeting. Additional nominations may be made up to thirty days prior to the regular meeting by petition bearing the signatures of at least seven (7) members of the Committee.
Sec. 4. Quorum. A majority of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Directors, provided that, if less than a
majority of the Directors is present at said meeting, a majority of the members present may adjourn the meeting from time to time without further notice. Each member of the Board of Directors present shall have one vote.
Sec. 5. Removal. A member of the Board of Directors may be removed from office for cause by a majority vote of the Directors.
Sec. 6. Vacancies. Any vacancies occurring in the membership of the Board of Directors shall
be filled by vote of the Executive Committee from nominations made by the Officers. A person elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
Sec. 7. Compensation. The Board of Directors as such shall not receive any stated compensation for their services but, by resolution of the Directors, may be reimbursed
for their expenses of proper expenditures as may be incurred in connection with the performance of Committee business.
Sec 8. Executive Committee. In the intervals between the meetings
of the Board of Directors,
the affairs of the Committee shall be under the control of the Executive
Committee of the Trail Committee. The Executive Committee shall consist
of the Chair, the Vice Chair,
the Secretary, and the Treasurer, who shall be elected in caucus by the seven
Directors at the time of the first meetings of the Committee in January. It
shall be the duty of the Executive Committee to carry out policies previously
established by the Directors. Five members shall constitute a quorum. They may
vote either at a meeting or by postal or electronic mail on written propositions
submitted to them or by telephone, confirmed by postal or electronic mail or by
other agreed-upon means sufficient to establish a record of the decision. Between
regular meetings of the Committee, vacancies in the Executive Committee shall be
filled by a majority vote of the Executive Committee in an election duly called
by the Chair, which voting may be by postal or electronic mail.
Sec. 12. Other Committees. Except as hereafter specified, other committees may be designated
by resolution adopted by a majority of the Board of the Directors present at a
meeting at which a quorum is present or by the Chair. The Nominating Committee to evaluate
and recommend candidates for election to the Directors shall be composed of three
Committee members who shall be selected by the Chair of the Committee in joint consultation with the other officers. The names of those selected shall be presented to the Directors for its approval in sufficient time to permit compliance with the requirements of Section 3.
Article 6. Officers
Sec. 1. Officers. The officers of the Trail Committee shall consist of a Chair, a Vice Chair,a Secretary, and a Treasurer.
Sec. 2. Election, Qualifications, and Terms of Office. The officers of the Committee shall be members of the Committee who have been members of the Board of Directors and shall be elected at each regular meeting of the Committee. Any vacancy occurring in any elective office between regular meetings of the Committee shall be filled by the Executive Committee from the members of the Board of Directors. Terms are for 1 year.
Sec. 3. Duties of Officers. It shall be the duty of the Chair to preside at all meetings of the
Committee and of the Board of Directors and generally to carry out the purpose for which the
Committee was organized. The Vice Chair, Secretary, and Treasurer shall perform the duties
usually pertaining to such offices.
Sec. 4. Disability of the Chair. In the event the Chair is not able to perform the duties of that office, the Vice Chair will act as the Chair for the duration of the disability.
Article 7. Contracts, Checks,
Deposits, Funds
Sec. 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents
of the Committee to enter into any contract or execute or deliver any instrument in the name of
and on behalf of the Committee, and such authority may be general or confined to specific
instances.
Sec. 2. Checks, drafts, etc. All checks, drafts, or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the Committee shall be signed by such
officer or officers, agent or agents of the Committee and in such manner as shall from time to
time be determined by resolution of the Board of Directors.
Sec. 3. Deposits. All funds of the Committee shall be deposited to the credit of the Committee
in such banks, trust companies or other depositories as the Treasurer may select in accordance
with the policies established by the Board of Directors.
Sec. 4. Gifts. The Board of Directors may accept on behalf of the Committee any contribution,
gift, bequest, or devise for the general purposes or for any special purpose of the Committee.
Article 8. Books and Records
The Committee shall keep correct and complete books and records of account and shall also
keep minutes of the proceedings of its members and the Directors and shall keep, at
the registered or principal office, a record giving the names and addresses of the members. All
books and records of the Committee may be inspected by any member or his agent or attorney
for any proper purpose at an agreed-upon time.
Article 9. Finances
Sec. 1. Dues. Individual Members shall pay a yearly membership fee at a rate to be fixed by
the Committee Directors. This fee is due upon acceptance to membership and at the expiration of
twelve calendar months each year thereafter. Life members shall pay a one-time membership
fee to be determined by the Directors. Honorary Members shall not be assessed dues.
Sec. 2. Expenses. The expenses of the Committee shall be met by dues from members and by
voluntary contributions from Maintaining Organizations and others interested in its purposes
and by other sources approved by the Board of Directors that support the purposes of the
Committee.
Sec. 3. Fiscal Year. The fiscal year of the Committee shall be for the twelve months ending on
December 31.
Sec. 4. Budget. Prior to the start of each fiscal year, the Board of Directors shall adopt a budget
for the following fiscal year. It shall be the responsibility of the Executive Director, in
consultation with the Treasurer and other interested persons, to provide the Board of Directors
with budget recommendations. The Board of Directors may revise the budget as necessary
during the fiscal year.
Sec. 5. Audit. At the close of each fiscal year, an independent audit of the finances of the
Committee shall be performed by a Certified Public Accountant. The auditor shall be
designated annually by the Board of Directors.
Article 10. Dissolution
In the event of the dissolution of the Committee, its remaining assets, if any, shall be
distributed to the parent organization, Sisters Organization for Activities and Recreation
SOAR) or if they are unable to accept the assets, to other organizations having
similar objectives and purposes in accordance with Section 501(c)(3) of the
Internal Revenue Code as now in force or afterward amended. Such distribution
shall be determined by the Directors.
Article 11. Amendments to Bylaws
The Bylaws, upon proper motion by a member and second by a member of the Committee,
may be amended by a two-thirds vote of the members of the Committee present and voting at
any regular meeting of the members when a quorum is present or by a two-thirds vote of the
Committee Directors. Such vote may be taken at any meeting of the Committee Directors. When
changes to the Bylaws are made by the Board of Directors, such changes shall be published in
an appropriate Committee-wide publication along with an explanation of the reason for such
changes.
As Approved October 29, 2004 by the Sisters Trail Committee
Trail Committee Bylaws, September 19, 2004
The Trails Committee welcomes your ideas and needs your help in making
the Sisters Community Trails a vital part of our community.
To pitch in for trails, contact:
Sisters Community Trails Committee
SOAR
P.O. Box 2215
Sisters, OR 97759
(541) 549-4177