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BYLAWS


APPALACHIAN LONG DISTANCE
HIKERS ASSOCIATION



ARTICLE I

Purpose
The purpose of the corporation is to provide a recreational association for persons interested in long distance hiking, to provide fellowship and education in long distance hiking, to support and promote long distance hiking trails, to act as a forum for the needs of long distance hiking and to engage in such other activities consistent therewith and allowed by law.


ARTICLE II

Offices
Section 2.1 Principal Office. The principal office of the corporation shall be located at 10 Benning St., PMB 224, City of West Lebanon, state of New Hampshire 03784.

Section 2.2 Other offices. The corporation may establish such other offices as the board of directors may designate from time to time, either in New Hampshire or out of state.


ARTICLE III

Members

The corporation shall have a general membership consisting of any person who desires to be a member of the corporation and who pays the required dues as established by the board of directors. The board of directors may establish such other provisions for members as it deems appropriate and which are consistent with law.


ARTICLE IV

Board of Directors

Section 4.1 Number. The number of directors of the corporation shall be eleven (11). Five (5) of the directors shall also serve as officers and six (6) shall be directors-at-large. The number of directors may be changed by amendment to these Bylaws as the board of directors shall determine from time to time, and upon the majority vote of the membership, except the number shall not be less than three (3).

Section 4.2 Qualifications. Directors must be at least eighteen (18) years of age. The board of directors may establish other qualifications by amendment to these Bylaws in keeping with Article IX.

Section 4.3 Election and Term. Elections shall be held at the annual meeting and terms of office shall be two years. Upon election, each director shall hold office until his or her successor is duly elected and qualified at the annual meeting of the next election year. There shall be no limitation on numbers of terms.

Section 4.4 Annual Meeting. The annual meeting of the board of directors shall be held in October on the weekend of the annual Gathering, or at such other time as shall be fixed by the board of directors for the purpose of electing directors and officers and for the transaction of such other business as may come before the meeting. If the election of directors and officers is not held on the designated day for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the directors as soon thereafter as may be practical.

Section 4.5 Special Meetings. The board of directors shall meet annually at a Spring Steering Committee meeting, which shall be called by the coordinator for the purpose of planning that year’s Gathering and conducting any other business that comes before the board. Other special meetings of the board of directors, for any lawful purposes, may be called by the coordinator or the board of directors, and shall be called by the coordinator at the request of a majority of the directors.

Section 4.6 Place of Meeting. The board of directors may designate any place, either within or without the State of New Hampshire as the place of meeting for any annual meeting or for any special meeting called by them. A waiver of notice signed by all directors entitled to vote at a meeting may designate any place, either within or without the State of New Hampshire as the place for such meeting.

Section 4.7 Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) days nor more than ninety(90) days before the date of the meeting, either personally or by mail, at the direction of the coordinator, or the recording secretary or the other person calling the meeting, to each director. If mailed, such notice will be deemed to have been delivered when deposited in the United States mail, addressed to the director at his or her address as given to the corporation.

Section 4.8 Quorum. A majority of the number of directors fixed in the manner prescribed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 4.9 Resolutions. A majority of a quorum of directors present at a meeting may pass such resolutions as they deem appropriate. Resolutions shall be passed by accepted parliamentary procedure.

Section 4.10 Action by Consent. An action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the directors.

Section 4. 11 Removal and Vacancy. Directors may only be removed for cause. Any vacancy in the board of directors, including vacancy because of removal, resignation or death, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum. Such appointed director shall hold office until the next election.

Section 4.12 Committees and Advisory Boards. The board of directors may form committees of directors to study and report on any issue concerning the corporation and advise the board of directors of such issues. The board of directors may invite members of the public to sit on an advisory board to provide outside perspective and advice on any issue concerning the corporation. No committee or advisory board shall act on behalf of the corporation except with the consent of the board of directors.


ARTICLE V

Officers

Section 5.1 Number. The corporation shall have as officers a coordinator, an assistant coordinator, a recording secretary, a membership secretary and a treasurer. Such offices shall be filled by a director as set forth in Section 4. Additional assistant officers may be appointed by resolution of the board of directors. Any two or more offices may be held by the same person, except the offices of coordinator and recording secretary.

Section 5.2 Election and Term. The officers of the corporation shall be elected biannually, as set forth in Section 4. Officers shall hold office in conjunction with their terms as directors until their successors are duly elected, unless sooner removed by action of the board of directors or by death or resignation.

Section 5.3 Coordinator. The coordinator shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all the activities, business and affairs of the corporation. The coordinator is empowered to appoint people to special voluntary positions within the corporation, including facilities and program chairmen of the Gathering and editors of ALDHA publications. The coordinator shall sign all corporate documents required by law, together with the recording secretary.

Section 5.4 Assistant Coordinator. In the absence of the coordinator or in the event of the death, inability or refusal to act, the assistant coordinator shall perform the duties of the coordinator and when doing so, shall have all the powers of and be subject to all the restrictions upon the coordinator. The assistant coordinator shall perform such other duties as from time to time may be assigned to him or her by the coordinator or the board of directors.

Section 5.5 Recording Secretary. The recording secretary shall keep the minutes of the proceedings of the board of directors and the members; see that all notices are given in accordance with these Bylaws, be the custodian of the records of the corporation, except the financial records and the membership list and shall see that all corporate documents are properly executed and shall perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the coordinator or the board of directors. The recording secretary shall sign all corporate documents required by law, together with the coordinator.

Section 5.6 Membership Secretary. The membership secretary shall keep the membership list of the corporation, shall record applications for membership, payment of dues, renewal of membership and expiration of membership, shall keep up to date the address and telephone numbers of the members in a directory and shall distribute the directory to the members, and shall perform all duties incident with the office of membership secretary and such other duties as from time to time may be assigned to him or her by the coordinator or the board of directors.

Section 5.7 Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and other financial instruments and financial records of the corporation, receive and give receipts for disbursements, and deposit all monies in the name of the corporation in such banks and other financial institutions as shall be selected in accordance with these Bylaws. The treasurer shall perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the coordinator or the board of directors.

Section 5.8 Salaries. The salaries of the officers, if any, shall be fixed by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

Section 5.9 Removal and vacancy. Officers may only be removed by the procedure set forth in Section 4.11.


ARTICLE VI

Financial Affairs

Section 6.1 Accounts and Deposits. All funds of the corporation not otherwise employed shall be deposited by the treasurer from time to time to the credit of the corporation in such banks or other financial institutions as the treasurer or the board of directors may select. The initial bank at which the corporation will open a checking account is First New Hampshire Bank.

Section 6.2 Notes and Checks. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by the treasurer or coordinator or by such other officer or officers as the board of directors may direct by resolution.

Section 6.3 Contracts. 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 of or on behalf of the corporation and such authority may be general or confined to specific instances.

Section 6.4 Loans. No loans shall be contracted or entered into by the corporation and evidence of indebtedness shall be issued by the corporation unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 6.5 Books and Records. The treasurer shall keep accurate books and records of all receipts collected and disbursements made by the corporation. The treasurer shall deliver a formal written statement of all income and expenditures twice each year to the board of directors, once at the Spring Steering Committee meeting and again at the annual meeting during the Gathering.


ARTICLE VII

Steering Committee

There shall be a Steering Committee composed of interested members, which shall act informally to provide consultation and advice to the board of directors, officers and to the membership. The Steering Committee will meet at the annual Gathering and at the Spring Steering Committee Meeting. Membership in the Steering Committee is voluntary and open to any member in good standing. The Steering Committee may make recommendations to the board of directors, officers and to the membership but such recommendations shall not be binding.


ARTICLE VIII

Annual Gathering

The annual Gathering shall take place during a weekend in October, on a date and location approved by the general membership on a recommendation from the board of directors. The coordinator is empowered to appoint a facilities and program coordinator for the Gathering whose duty is to provide for all facets of the Gathering weekend.


ARTICLE IX

Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the members at the annual meeting upon two-thirds (2/3) vote of the members present.


ARTICLE X


Dissolution

The corporation may be dissolved upon two-thirds (2/3) vote of a quorum of the board of directors and two-thirds (2/3) vote of the members present at the annual meeting. Upon dissolution, the directors shall wind up the affairs of the corporation and shall distribute the assets of the corporation in a manner consistent with law and its status as a non-profit corporation.


Adopted this 2nd day of May, 1991.
Frank Krajcovic, coordinator
Lisa Hauptmann, assistant coordinator
Victoria Logue, recording secretary
Warren Doyle, membership secretary
Frank Logue, director-at-large





Amended this 11th day of October, 1998.
Bill O'Brien, coordinator
Paul Holabaugh, assistant coordinator
Scott Beavers, treasurer
Monica Cook, membership secretary
Cindy Ross, recording secretary
Frank Krajcovic, director-at-large
Warren Doyle, director-at-large
Henry Edwards, director-at-large
Wolf Alterman, director-at-large
Kieran Lal, director-at-large
Karine Kelleher, director-at-large




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