Bylaws

BYLAWS 

OF 

TEACH ME OUTDOORS INC. 

ARTICLE I. Name and Address  

The name of this organization shall be “TEACH ME OUTDOORS INC,” referred to as TMO throughout the remainder  of this document. The Executive Board members may designate other names for specific activities and programs  as it is deemed appropriate. The principal office shall be located at MOREHEAD-ROWAN TOURISM COMMISSION OFFICE with an address of “111 EAST FIRST STREET, MOREHEAD, KY 40351”. 

ARTICLE II: Objectives 

The organization’s purpose shall be, "To advance outdoor education and experiences, inspiring and equipping  youth to connect with and enjoy the natural world, while nurturing a sense of responsibility and stewardship for  the environment." 

ARTICLE III. Executive Board members 

     Section 1 – Executive Board members are responsible for overall policy, direction of the organization and      

     delegate  responsibility for committees and members. 

     Section 2 - Executive Directors-at-Large may be added as deemed necessary by the Board members. 

     Section 3 – There shall be three(3) executive board members consisting of Chair, Vice-Chair,  

     Secretary/Treasurer,  the duties of each are:  

                    Chair:  

                  Shall convene regularly scheduled Board members meetings, shall preside or arrange for  

                  other members  of the Executive Committee to preside at each meeting in the following order:    

                  “Vice-Chair,  Secretary/Treasurer.”  

                    Vice-Chair: 

                  Shall chair committees on special subjects as designated by the Board members and in absence 

                  of the  Chair. Automatically advance to the office Chair upon the election of board members for 

                  the upcoming  year.  

                    Secretary/Treasurer: 

                  Shall be responsible for keeping records of Board members’ actions, including overseeing the     

                  taking of  minutes at all Board member meetings, sending out meeting notices, distributing     

                  copies of meeting  minutes and agenda to Board members and assuring all corporate records are 

                  maintained. Shall make a financial report at each board meeting. Shall chair the Finance    

                  Committee, assist in the preparation of the budget, help develop fundraising plans and make    

                  financial information available to the  Board members, organization members, and to the public, 

                  as necessary. Must also file financial reports  to federal, state, and local entities as required. 

Section 4 –General Board Members: The Executive Board will appoint six(6) additional Board members, which  will comprise the ‘General Board’. The General Board will be comprised of representatives from at least three(3)  different organizations or stakeholders. The General Board shall be appointed prior to the first quarterly  meeting following the election of the Executive Board during the annual meeting.  

Section 5 – Terms of Service 

     General Board – members will be appointed by the Executive Board for a one-year term. If a General      

     Board member must step down, the Executive Board may appoint a replacement at any time and that 

     member must serve a full year term before a new appointment is made. There is no limit to the number  

     of consecutive terms a General Board Member may serve. 

     Secretary/Treasurer – will be appointed by the Board by a simple majority vote on a yearly basis. If the  

     Secretary/Treasurer must step down for any reason the Board will hold a special election to vote on a  

     replacement. There is no limit to the number of consecutive terms the Secretary/Treasurer may serve. 

     Vice Chair – will be elected by a simple majority vote of the Board and Members and will serve a one 

     year term. At the end of their year, they will automatically move into the position of Chair. If the Vice 

     Chair must step down for any reason the Chair will call a special election and the Board and Members  

     will vote on a new Vice-Chair. Members who have served as Vice-Chair in the past may run for Vice 

     Chair again once they complete their term as Chair. 

     Chair – will serve a one-year term and then by replaced by the Vice-Chair. If the Chair must step down  

     for any reason the Board may nominate and select and new Chair to finish out the remainder of the one 

     year term and then the Vice-Chair will succeed as scheduled. There is no limit to the number of terms a  

     member may serve as Chair throughout the life of the organization. 

Section 6 – Members: The remaining membership will be considered general members. Members must have  attended at least two(2) meetings in the previous calendar year to vote. 

Section 7 – Annual Meeting: Executive Board Members shall be elected or re-elected by vote held during the  annual meeting in June. Executive Board members will be elected by a simple majority of members present.  

Section 8 - Meeting Schedule: The Board shall hold quarterly meetings, either in person or virtually, providing  at least two(2) weeks advanced notice to the members.  

Section 9 – A Quorum: A quorum consists of at least sixty percent (60%) of members for business transactions to  take place and motions to pass.  

Section 10 – Board Vacancy: When a vacancy on the Executive Board occurs mid-term, the Secretary/Treasurer must solicit replacement nominations at least two weeks in advance of a quarterly or special meeting. These  nominations shall be sent out to the members, with the regular board meeting announcement, and voting will  occur at the next quarterly or special meeting. These vacancies will be filled only to the end of that board member’s term and then a new election will occur during the regular cycle. If a vacancy occurs on the General  Board, the Executive Board will appoint a replacement and notify the members by the next regularly scheduled  or special meeting. 

Section 9 – Board Resignations: Resignation from any board member must be in writing and received by the  Secretary/Treasurer. A board member shall be terminated from the board due to excess absences of two or  more unexcused absences from quarterly board meetings per calendar year. Additionally, board members may  be removed for other reasons by a vote of three-fourths of the remaining members.  

Section 10 – Special Meetings: Special meetings of the board shall be called at the request of the Chair or one third of the board. Notices of special meetings shall be sent by the Secretary/Treasurer to each board member  at least two weeks in advance.  

Section 11 – Compensation: Board members shall not receive any stated compensation or salaries for their  services, but by board resolution, directors may be reimbursed their expenses as it relates to TMO. Nothing  herein shall be construed to preclude any board member from receiving compensation for services rendered to  the organization.  

Section 12 – Loans: No loans shall be made by the organization to any Board member or on behalf of TMO.

ARTICLE V-Committees 

The Board members may create committees as needed such as Activities/Events, Communication/Publicity,  Membership or Finance Committee. The Executive Board Chair appoints all committee chairs.  

ARTICLE VI-Finances 

Section 1 – Fiscal Year: The fiscal year shall begin July 1 and conclude June 30 annually. 

Section 2 - Budget: The budget shall be prepared and adopted by the Executive Board members at its May  meeting of each year.  

Section 3 – Financial Statement: A financial statement shall be prepared by the Secretary/Treasurer and  submitted to the Board for distribution at the Annual Meeting in June.  

ARTICLE VII 

Robert’s Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered  by these bylaws.  

ARTICLE VIII- Statement of Nondiscrimination 

The corporation shall not discriminate against any person desiring membership; in the hiring of personnel; the  election of board members; provisions of service to the public; the contracting for or purchasing of services or in  any other way, on the basis of race, color, sex, national origin, disabling condition, age, or any other basis  prohibited by law. This policy against discrimination includes, but is not limited to, a commitment to full  compliance with Title VI of the Civil Rights Act of 1964; Section 504 of the Rehabilitation act of 1973, and the Age  Discrimination act of 1975, and any subsequent amendments of these statues.  

ARTICLE IX- Dissolution 

The corporation may be dissolved only upon adoption of a plan of dissolution and distribution of assets (if any)  by the Board consistent with the certification of incorporation and with the state law of Kentucky. 

ARTICLE X-Amendments  

Section 1 - These bylaws may be altered, amended by the Board and must be presented to members at least  two(2) weeks prior to a quarterly or special meeting so they can be approved by a simple majority of voting  members present.