SLEEPY HOLLOW TRAIL RIDERS ASSOCIATION
ARTICLE I – NAME
1.01 The name of this organization shall be Sleepy Hollow Trail Riders Association, hereafter SHTRA. SHTRA shall be incorporated as a Michigan nonprofit corporation.
ARTICLE II – PURPOSE & OBJECTIVES
2.1 SHTRA is organized solely for the purpose of protecting, preserving, and promoting to the general public the natural resources of Sleepy Hollow State Park, which is a state park governed and administered by the State of Michigan through the Michigan Department of Natural Included in these purposes shall be volunteer services of natural and recreational activities as related to the following specific objectives:
a) Develop, build, and maintain trails, a s aging area, and campground in Sleepy Hollow State Park for use by the general public for the purpose of horseback riding, camping with horses, and other equine related recreational activities;
b) Develop and maintain good communication and a working relationship with the appropriate state and federal agencies, including the Michigan Department of Natural Resources, in undergoing the purposes set forth Assist those agencies in maintaining the campground and trails for use by horses and horse enthusiasts at Sleepy Hollow State Park and to help generate revenue enabling the equine campground to become self-supporting;
c) Promote use of the horse trails, staging area, and campground by providing information to the general public about the locations of these improvements, their recreational benefits, and proper use.
d) Educate the general public about trail riding and the use of the horses in conjunction with Sleepy Hollow State Park through sponsorship of annual clinics and educational programs.
e) Foster good communication and sharing of information with the general public and membership through publication of a monthly newsletter featuring educational articles and informational updates on the needs and progress of SHTRA.
ARTICLE III – OFFICES
3.1 The principal office of SHTRA shall be located at such place as the Board of Directors may from time to time designate by resolution.
3.2 The registered office of SHTRA may also be, but need not be, the principal office as set forth The registered office shall be maintained in the state of Michigan as required by the Michigan Business Corporation Act, and the address of such registered office may be changed from time to time by resolution of the Board of Directors.
ARTICLE IV – MEMBERSHIP
4.1 Membership shall be open to any individual who is eighteen years of age or older, or to families, including dependents under the age of eighteen, which individuals and families shall support the goals and purposes of SHTRA and who shall complete an application and pay the membership dues as established by the Board of Directors.
4.2 Any member may be removed from membership by a majority vote of the members present at any annual meeting or at any special meeting of the members called for that purpose, for conducted deemed prejudicial to the purpose of SHTRA, provided that such member shall have first been served with written notice of the accusations against him/her/them, and shall be given an opportunity to produce witnesses, if any, and to be heard at the meeting at which such vote is taken.
ARTICLE V – DUES/FISCAL YEAR
5.01 Annual dues for membership shall be established by the Board of Directors and shall be for the fiscal year established as January 1 to December 31. Any member in default of dues shall be suspended from all membership privileges. If after written notice, dues are not paid within 30 days, membership shall terminate. A new member application may then be made with payment of new member dues.
ARTICLE VI – ANNUAL MEETING OF THE MEMBERSHIP
6.1 The Annual Meeting of the members of SHTRA shall be held at 1:00 m. on the first Saturday of February of each year, beginning in 1998, or at another time or on another day within such month as fixed by the Board of Directors. Written notice of the time, place and purposes of such meeting shall be mailed no later than ten days prior to the date of the meeting to each member entitled to vote at such meeting.
6.2 At the Annual Meeting, all members shall have the right to vote on the election of board members and other matters brought to them by the Board of An individual membership shall count as one vote and a family membership shall count as one vote for each member who is over the age of eighteen, or two votes, whichever is less.
6.3 Unless a greater or lesser quorum is required by statute, members present in person, as of the record date, totaling 20 voting members or representing at least 25% of the members entitled to vote at a membership meeting, whichever is less, shall constitute a quorum at the Annual Whether or not a quorum is present, the meeting may be adjourned by vote of the members present.
ARTICLE VII – SPECIAL MEETING OF THE MEMBERSHIP
7.01 A Special Meeting of the members may be called at any time by the President or by a majority of the board of Directors. Upon receipt of a specification in writing, setting forth the date and objects of such proposed Special Meeting and signed by the President or by a majority of the Board of Directors, the Secretary or an Assistant Secretary shall prepare, sign and mail the notices requisite to such meeting, consistent with the notice requirements for the Annual Meeting. Such notice may be signed by stamped, typewritten, or printed signature of the Secretary or of an Assistant Secretary.
ARTICLE VIII – SPECIAL MEETING OF THE MEMBERSHIP
8.1 The Board of Directors shall manage the business property and affairs of SHTRA.
8.2 The Board of Directors shall consist of seven to twelve members elected by the general membership at the Annual Directors shall serve two-year terms, with half of the directors to be elected in the even-numbered years, and the other half to be elected in the odd-numbered years. Any member in good standing may run for a Board position by submitting their written desire to the Board no later than 30 days prior to the Annual Meeting.
8.3 Each director shall hold office for the term for which he/she is elected and until his/her successor is elected and qualified. A director may resign at any time and a successor shall be appointed by the remaining directors to fill the remainder of the term until the next Annual Meeting.
8.4 The Board of Directors shall meet the first Monday of every month at such place as shall be convenient for all concerned, or on such other date as the Board determines in The Board shall elect officers, consisting of a president, vice president, secretary and treasurer, at the first meeting after the Annual Meeting.
8.5 A simple majority (51%) of directors shall constitute a quorum for the transaction of business at any meeting of the Board of All directors shall be notified in person or in writing of Board meetings no later than 24 hours before any meeting is to be held.
8.6 If and when the directors shall severally or collectively consent in writing to any action to be taken by SHTRA, such action shall be as valid a corporate action as if it had been authorized at a meeting of the Board of Directors.
8.7 Any director who shall have been absent from three meetings during a single fiscal year shall automatically vacate the seat held on the Board and the vacancy shall be filled as provided in the However, the Board shall consider each absence of a director as a separate circumstance and may expressly excuse the absence if significant mitigating circumstances exist. Excuse of the absence shall require an affirmative vote of a majority of the Board.
8.8 No director or member of any committee of the Board may be paid compensation for his/her services as a director or member of any such Such person, however, may, with prior approval of the Board, be reimbursed for out-of-pocket expenses incurred on behalf of SHTRA if supported by invoice.
ARTICLE IX – DUTIES OF OFFICERS AND DIRECTORS
9.1 President The President shall preside at all meetings and have authority to call for special meetings of the membership or of the Board, as The President shall be responsible for the management of the business affairs of SHTRA and have executive authority to see that all orders and resolutions of the Board of Directors are carried out. The President shall have the authority to. appoint special committees. General communication with the DNR is to be by the President or his/her designee.
9.2 Vice President The Vice President shall assume all duties of the president in his/her absence and all other duties assigned by the Board of Directors.
9.3 Secretary The Secretary shall keep a record of the minutes of each meeting, keep membership records, monitor all correspondence and perform other duties incidental to the office as assigned by the Board of Directors.
9.4 Treasurer The Treasurer shall be in charge of and have custody over and be responsible for all the funds and securities, receive and issue receipts for any money due and payable, deposit any and all such money and assure that accurate books and records are kept and make monthly reports to the Board, and perform other duties incidental to the office as assigned to them by the Board of Directors.
9.5 Directors Each director who is not an officer of the Board shall chair one or more committees, as may be determined by the President, and shall be charged with the oversight and completion of committee work assigned by the President in carrying out the purpose and objectives of SHTRA, as set forth in Article Each director, including officers, shall have one vote in every matter before the Board requiring a vote.
ARTICLE X – INDEMNIFICATION
10. 1 Officers and Board members shall be indemnified by the corporation to the fullest extent permitted by the corporation laws of the State of Michigan. The corporation may purchase insurance protecting its officers and directors from civil liability occasioned by their good-faith conduct in office.
ARTICLE XI – AMENDMENTS
11.01 Any member may propose amendments to these bylaws provided such proposals are submitted in writing to the Board of Directors. A committee shall be appointed to review proposals and submits its recommendation for adoption, non-adoption, or revision with 60 days of the initial referral. A proposal shall be adopted upon voting approval of a majority of the Board of Directors.
ARTICLE XII – DISSOLUTION
12.01 Upon the dissolution of SHTRA, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the 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.
All activities of SHTRA shall conform to the provision of the bylaws herein and applicable laws of the State of Michigan and the United States of America. Any section or provision of these bylaws found to be in conflict with any of the foregoing shall be deemed null and void but the negation of any such section or provision shall not effect the validity of other sections or provisions.
These bylaws were approved and accepted this 2nd day of June, 1997
Melody Arnst Secretary
SHTRA Board of Directors
Added as section 2.01 (b) that the association “Participate in planning and promotion of regional and statewide trail systems.”
Added as section 4.03 that “The Board may by resolution create special classes of members for purposes of promotion and fund raising. Special memberships will not be granted voting privileges and may be granted privileges and terms unique to the circumstances as specified in the authorizing resolution.”
Amended 7.01 to add distribution of notice by electronic communications so that it will then read “A Special Meeting of the members may be called at any time by the President or by a majority of the Board of directors. Upon receipt of a specification in writing, setting forth the date and objects of such proposed Special Meeting and signed by the President or by a majority of the Board of Directors, the Secretary or an Assistant Secretary shall prepare, sign and mail or distribute by electronic communications the notices requisite to such meeting, consistent with the notice requirements of the Annual Meeting. Such notice may be signed by stamped, typewritten, or printed signature of the Secretary or of an Assistant Secretary.”
Amended Section 8.05 to allow notice of meetings by electronic communications so that it then reads ”A simple majority (51%) of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. All directors shall be notified in person, by electronic communications or in writing of Board meetings not later than 24 hours before any meeting is to be held.”
Amended section 8.07 to leave it to the Boards discretion to address Board member absences so that the section will then read “Any director who shall have been absent from three meeting during a single fiscal year may by Board resolution vacate the seat held on the Board and the vacancy shall be filled as provided in the Bylaws.”
Amended section 11.01 to allow the Board 90 days to act upon a request to change the bylaws so that the section then reads “Any member may propose amendments to these bylaws provided such proposals are submitted in writing to the Board of Directors. A committee shall be appointed to review proposals and submit its recommendation for adoption, non-adoption, or revision within 90 days of the initial referral. A proposal shall be adopted upon voting approval of a majority of the board of Directors.”
Amend the closing of the bylaws to reflect amendment and restatement so that the closing will then read “These bylaws were originally approved and accepted on the 2nd day of June, 1997 and are amended and restated on this 14th day of June, 2011.”