Article 0. PREAMBLE
0.1 History and Continuation of BASK Club
BASK, Inc. is inspired by and continues the work of the unincorporated social club known as Bay Area Sea Kayakers, or BASK, also occasionally referred to herein as the BASK Club. To the extent practicable, BASK, Inc. will conduct itself in the same manner and with the same goals, values, procedures, and traditions as the BASK Club. All persons who are members of the BASK Club at the time of the formation of BASK, Inc. will have their memberships automatically transferred to BASK, Inc.
Article 1. NAME
The corporation shall be known as Bay Area Sea Kayakers, Inc., or BASK, Inc. While the terms “BASK” and “BASK Club” as used in these bylaws will specifically denote the unincorporated social club, these terms may be used by BASK, Inc. and its Directors, Officers, and Members from time to time to refer to the corporation. The use of the name for advertising, soliciting, or other commercial or political purpose is prohibited unless authorized in writing by the Governing Board.
BASK, Inc. may establish affiliations with appropriate groups, such as the American Canoe Association (ACA).
Article 2. PURPOSE
This corporation is a nonprofit Mutual Benefit Corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law.
Subject to the above, the further purpose of BASK, Inc. is to promote safe and responsible sea kayaking and develop a sense of community among sea kayakers by providing a forum for meetings, paddling opportunities, education, and networking among kayakers.
Article 3. ADMINISTRATION
The Governing Board (Board of Directors or Board) of BASK, Inc. shall conduct the business and administration of the Club and its affairs as set forth in these Bylaws.
3.1 Board Members
The Board shall consist of five Directors, each of which shall also serve as an Officer of the corporation in one of the following capacities: President, Vice President, Secretary, Treasurer, and Member-at-Large.
3.2 Board Meetings
The Board shall meet regularly at the monthly Planning Meeting.
3.3 Club Location
The location of BASK, Inc. shall be in the San Francisco Bay Area counties, and the specific address shall be designated by the Board.
Article 4. OFFICERS
The Officers of BASK, Inc. consisting of President, Vice President, Secretary, Treasurer, and Member-at-Large, shall have been regular members of BASK, Inc. (or during the first 12 months of Bask, Inc.’s existence, shall have been regular members of BASK) for at least 12 months.
4.2 Duties of Officers
The President shall have all duties and obligations of a corporate CEO or president as set forth by applicable law. In addition, the President shall be the presiding Officer and administrative head of the Board; the President shall conduct the monthly General Meetings of BASK and any Special Meetings; and in the absence of the Vice President, the President shall conduct the Planning Meetings. Further duties of the BASK President are enumerated in Article 5. FUNCTIONAL LEADS, COMMITTEES, and SUPPORT TEAM.
B. Vice President
The Vice President shall preside over the Planning Meetings. The Vice President shall conduct the General Meeting in the President's absence. The Vice President shall ensure that inquiries made through the website (email@example.com) receive a response.
The Secretary shall have all duties and obligations of a corporate secretary as set forth by applicable law. In addition, the Secretary shall keep a written record of all Planning Meetings, the Annual Meeting, and any Special Meetings of the Board; the Secretary shall make Minutes and records available to the Board and members, distribute the Minutes as the Board may direct, and archive the Minutes appropriately; the Secretary shall be responsible for conducting and maintaining the general administrative correspondence of BASK and in the absence of the President and Vice President, the Secretary shall preside over any meeting.
The Treasurer shall have all duties and obligations of a corporate CFO or treasurer as set forth by applicable law. In addition, the Treasurer shall have responsibility for maintaining BASK, Inc.'s bank accounts and its financial activities and records; the Treasurer shall prepare an annual budget for the fiscal year and present it to the Board for approval; and the Treasurer shall be responsible for preparing the annual financial statement and providing a report at Planning Meetings or at the request of the President.
The Member-at-Large shall be responsible for taking meeting minutes and assuming the duties of the Secretary in his/her absence. The Member-at-Large shall ensure the availability of BASK, Inc. activity waivers to the members and archive the signed activity waivers appropriately. The Member-at-Large shall ensure availability of other BASK forms, literature, and other miscellaneous records of BASK, Inc., in print or digital format.
A Nominating Committee shall be appointed by the President at least 60 days prior to the Annual Meeting to develop and propose to the February General Meeting a slate of Officers constituting the Board. The slate shall be presented to the BASK, Inc. membership for nomination. Additional nominations (with the nominee's consent) shall be accepted from the general membership at the February General Meeting.
The election of Officers shall take place at the Annual Meeting by a majority vote of those members present.
4.5 Terms of Office
Officers shall serve from April 1st to March 31st of the following year or until their successors are elected. No member shall be eligible to serve more than two consecutive terms in the same office, with the exception of the Treasurer, who may serve a maximum of three consecutive terms.
A resignation by an Officer or Standing Committee chairperson shall be submitted in writing to the Secretary (or President, if the Secretary is resigning), and shall be effective immediately. A successor to fill the unexpired term of said office or chair shall be appointed by the President. In the event the President resigns, a successor shall be appointed by the majority of the remaining Officers.
4.7 Removal from Office
An Officer who fails to attend three consecutive Board Meetings without prior notification to the President or Secretary may be removed from office by a majority vote at any Planning Meeting. Any Officer may be removed without cause by vote of the remaining Officers or by vote at a Planning Meeting. A successor to fill the unexpired term of said Officer shall be appointed by the President. In the event the President is removed, a successor shall be appointed by a majority of the remaining Officers.
Article 5. FUNCTIONAL LEADS AND COMMITTEES, and SUPPORT TEAM
The President shall appoint functional leads, committee chairpersons, and the Code of Conduct Support Team, and may appoint persons to serve upon Standing Committees as designated below and those other Standing Committees that may be created from time to time as the Board shall determine. The President may create ad hoc (temporary) functional leads and committees, appoint committee chairpersons, and delegate duties for the benefit of BASK, Inc.. The President is an ex officio member of all committees except the Nominating Committee. Any action proposed by any Committee can be subject to approval by the Board.
5.1 Functional Leads
Functional leads serve positions that may or may not be best served by a committee. The functional leads may recruit additional volunteers for assistance as they see fit. Functional lead positions include:
A. Membership Troll
The Membership Troll shall collect and forward offline dues, records, and applications to the Treasurer. The Membership Troll is responsible for preparing any new member introductory materials.
B. Safety and Education Lead
The Safety and Education Lead shall be responsible for fostering increased member awareness of kayak safety issues by means such as discussion at BASK, Inc. General Meetings, organization of on-the-water exercises, and contributions to the BASK, Inc. website.
C. ACA Coordinator
The ACA Coordinator is the primary contact from BASK, Inc. with the ACA. Responsibilities include but are not limited to maintaining BASK, Inc.’s ACA membership and obtaining insurance coverage for specific BASK, Inc. events, as needed.
D. Town Crier for Environmental Issues
The Town Crier shall be responsible for fostering increased member awareness of kayak environmental issues by means such as discussion at BASK, Inc. General Meetings, email communications, contribution to the BASK, Inc. website, and communication with other organizations that seek to protect and enhance the marine environment.
E. Speaker Seeker
The Speaker Seeker arranges for a speaker at each monthly BASK, Inc. General Meeting based on membership input and interesting and appropriate topics. The Speaker Seeker communicates confirmed speakers to the President, who shall ensure members are notified about upcoming speakers.
The Librarian shall be responsible for the maintenance of the Mary Verdon Memorial Library, shall circulate library items to the BASK, Inc. membership, and encourage the growth of the library.
The Archivist shall assemble, preserve, catalogue, and manage historical information, images, and other collections related to BASK and to kayaking. They shall curate the archive, determining the significance and value of items before adding to the collection. They shall research technical resources to support the archive and make recommendations to keep the archive a vital, growing, efficient resource for the club.
5.2 Committee Chairs
5.2 Committee Chairs
The chair of each standing committee shall be appointed by the President within 15 days of the Annual Meeting for a term of one year.
5.3 Standing Committees, Coordinators, and their Duties
A. Skills Clinic Coordinators
The Coordinators are responsible for planning and execution of the annual BASK, Inc. Skills Clinic. Responsibilities include planning and execution of all aspects of the Skills Clinic including the application process, communication with Bask, Inc.’s membership, application review and selection of participants, recruitment of volunteers, scope and schedule of the clinic, procurement of venues for weekend sessions, and any other associated activities. The Coordinators may appoint volunteers or subcommittees as needed to assist with planning and execution of the Clinic.
B. Communication Technology Committee
The Communication Technology Committee shall develop and maintain BASK, Inc.'s electronic communications, including but not limited to the website, social media, and email listserve in accordance with the aims and objectives of BASK, Inc. The Communication Technology Committee shall work with the Membership Troll to handle online payments of dues and collection of information for the membership directory.
5.4 Code of Conduct Support Team
The Code of Conduct Support Team shall help members in matters relating to the BASK Code of Conduct. Taking action only when asked by members or officers, the Support Team may investigate concerns regarding member conduct, mediate between members, and recommend additional actions to the BASK Board president. The Team will act quickly, fairly, appropriately, and with as much confidentiality as possible. The Team shall be composed of two BASK members who serve for a term of two years. Initially, 1 support team member is appointed for 1 year, the other for 2 years, with the goal to ensure continuity.
Article 6. MEETINGS
6.1 Annual Meeting
The Annual Meeting shall be held at the March General Meeting each year.
6.2 General Meetings
Regular General Membership Meetings (General Meetings) of BASK, Inc. shall be held on the last Wednesday of each month except November and December (10 times a year) or at such other time and date as the officers may designate. The date, location, and proposed presentation at the General Meeting shall be announced to members prior to the meeting date, with the goal of providing one month’s notice. All members and prospective members are invited to attend.
6.3 Planning Meetings
Meetings of the Board shall be held concurrently with the monthly Planning Meeting. The date, location, and proposed agenda of the Planning Meeting shall be announced to members prior to the meeting date, with the goal of providing two weeks’ notice. All members are invited to attend.
6.4 Special Meetings
The President may call Special Meetings of the Board when action is urgent and cannot await the next Planning Meeting. All Officers shall be contacted at least three days before the meeting date when possible. A majority of the Officers constitutes a quorum and any action taken shall be by majority vote unless otherwise specified in these Bylaws or in Robert's Rules of Order, Newly Revised.
6.5 Voting, Quorum
Action shall be taken by vote of the members present at the General, Annual, and Planning meetings with a quorum present. At General and Annual Meetings, 20 persons shall constitute a quorum for the purpose of any vote or action on behalf of BASK, Inc. For action to take place at a Planning Meeting, at least three officers must be present.
Article 7. MEMBERS
7.1 Membership Classes
There are five classes of BASK, Inc. membership: Individual, Family, Student, Senior, and Out-of- State. All members are entitled to vote when present at a meeting. Membership benefits and voting rights shall be suspended when dues become delinquent.
A. Individual Members
Individual members of BASK, Inc. must be over 18 years of age and submit a membership application together with payment of dues established for individual members.
B. Family Members
Two or more individuals maintaining a shared household may become members of BASK, Inc. by submitting a membership application together with payment of dues established for family members. All family members may participate in club activities.
C. Student Members
Individuals with student status may become members of BASK, Inc. by submitting a membership application together with payment of dues established for student members.
D. Senior Members
Individuals with senior status may become members of BASK, Inc. by submitting a membership application together with payment of dues established for senior members.
E. Out-of-State Members
Individuals who live out of state may become members of BASK, Inc. by submitting a membership application together with payment of dues established for out-ofstate members.
For members who join/renew and pay dues online, annual membership dues shall be good for one year after the payment date. For members who join/renew and pay dues offline, annual membership dues shall be good for one year after an administrator enters or updates the member's record in the membership database. Any modification of dues levels or amounts shall be announced in a Planning Meeting agenda, on the email listserv, and on the BASK, Inc. website; discussed at a Planning Meeting; and approved by majority vote at a General Meeting.
7.3 Resignation of a Member
Any member may resign from BASK, Inc. by submitting their resignation to the Membership Troll. Resignation does not entitle a member to a refund of any portion of paid dues.
7.4 Notice to Members, Announcements
Any notice or announcements to be given to members of BASK, Inc. shall be delivered by electronic or other appropriate means.
Article 8. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and other policies or special rules of order that BASK, Inc. may adopt.
Article 9. AMENDMENT OF BYLAWS
These Bylaws may be amended at any General Meeting of BASK, Inc. by a two-thirds vote, provided that the amendment has been discussed at least one Planning Meeting.
Article 10. DISSOLUTION OF BASK
Dissolution of BASK, Inc. shall require a vote of two-thirds of attendees at a General Meeting at which there is a quorum. Upon dissolution and during the winding-down process, all obligations shall be paid from the corporation’s funds. Any remaining assets and funds shall be transferred to a kayak-related organization. Such organization shall be determined by majority vote of the Board.
Effective upon Incorporation of BASK, Inc.
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