Bylaws of the West Michigan Coastal Kayakers' Association, Inc.

Article I: Name

The name of the corporation is the West Michigan Coastal Kayakers' Association.

Article II: Purpose

The purpose of the West Michigan Coastal Kayakers' Association is to promote the sport of kayaking through the sponsorship of educational clinics, recreational events, symposia on safe kayaking and paddling techniques and through the publication of a periodic newsletter.

Article III: Membership

Section 1.

Any person interested in the purposes of the corporation is eligible for membership.

Section 2.

Membership dues shall be payable at the time of application and shall be effective from the date of processing and yearly thereafter.

Section 3.

Each member shall have one vote.

Article IV: Meetings of Members

Section 1.

The annual meeting of the members of the corporation for such business as may properly come before it shall be held not earlier then the second week of September nor later than the last week in October of each year at the time and place to be decided by the Board of Directors.

Section 2.

Notice of the annual meeting and all other meetings of the members shall be by mail at least thirty days prior to the date of such meeting.

Section 3.

Twenty-five members in good standing shall constitute a quorum at any meeting of the members of the corporation.

Article V: Officers

Section 1.

The officers of the corporation shall be elected by the membership at the annual membership meeting and shall consist of a president, vice-president, secretary, and treasurer. No person shall hold more than one office. Officers must be members in good standing and are automatically members of the Board of Directors.

Section 2.

Each officer shall hold office until the next annual membership meeting or until a successor is named.

Section 3.

Whenever vacancies occur in any office the office shall be elected by a majority of the Board of Directors and the officer so elected shall serve until the next annual meeting at which time the office shall be opened for election and the director so elected shall serve the remainder of the term of the vacated office.

Section 4.

The President, or board member designated by the president, shall preside at all meetings of the members and the Board of Directors, and shall coordinate the work of officers and committees.

Section 5.

The Vice-President shall assist the president in whatever role is necessary.

Section 6.

The Secretary shall keep the roll of the members of the corporation; shall attend to the giving and serving of notice of meetings of the members and the Board of Directors, and shall record and keep records of the proceedings of the meetings of the members and the Board of Directors.

Section 7.

The Treasurer shall receive and deposit all moneys of the corporation and keep an accurate record of receipts and expenditures. The treasurer shall present a financial statement when requested by the Board and shall make a full report at the annual meeting of the Board and members.

Article VI: Board of Directors

Section 1.

The property and business affairs of the corporation shall be under the control of a Board of Directors, hereinafter referred to as the Board, which shall consist of 7 persons elected by the members of the corporation as hereinafter provided.

Section 2.

The Directors shall be made up of the President, Secretary, Treasurer, Editor of the newsletter and three "at-large" board members elected by the members. These "at-large" board members shall be classified with respect to the time for which they shall severally hold office by dividing them into three classes, each class consisting of one (1) Director. All Directors of the corporation shall hold office until their successors are elected and qualify. At the first annual meeting of the members held for the election of Directors, Directors of the first class shall be elected for a term of one (1) year, Directors of the second class for a term of two (2) years and Directors of the third class for a term of three (3) years; and at each annual election thereafter successors to the class of Directors whose terms shall expire that year shall be elected to hold office for a term of three (3) years, so that the term of office of once class of Directors shall expire in each year.

Section 3.

Four members of the Board shall constitute a quorum for the transaction of business.

Section 4.

Whenever applicable the previous years President may sit one the Board as a non-voting member.

Section 5.

Except as may be otherwise provided herein, all resolutions, appropriations, direction and other actions of the Board shall be by a majority of those present and constituting a quorum at any meeting.

Section 6.

Any Director may resign at any time by giving written notice of such resignation to the Board.

Section 7.

Persons serving as Directors shall do so without compensation for such service, although expenses incurred by the Directors in behalf of the corporation's activities may be reimbursed to the Directors involved upon proper resolution by the Board.

Section 8.

For failure to fulfill duties, the Board may remove any Director of the corporation. Such removal shall require approval by a 2/3 majority of all Directors.

Article VII: Meetings of Board of Directors

Section 1.

The call for the regular meetings shall be made in writing. Insofar as possible the agenda shall be distributed in the call for meeting. Additional items may be considered at any meeting.

Section 2.

There shall be quarterly meetings of the Board in addition to the annual meeting at times and places as may be approved by the Board.

Section 3.

Special meetings of the Board may be called by the president at any time and shall be called by the president upon written request of any 3 Board members, or at the approval of all members of the Board.

Article VIII: Committees

Section 1.

Special committees may be created by the Board. Insofar as it is practical the chair of each committee will be a member of the Board.

Section 2.

These committees shall confine their activities to the purpose for which they were appointed. They will not have the power to act unless such power is specifically granted.

Article IX: Financial Administration

Section 1.

The fiscal year of the corporation shall commence on the first day of January and shall end the thirty first day of December following.

Section 2.

The operating funds of the corporation shall be accounted for in the General Fund. It shall be in the custody of the treasurer, and all checks, drafts, and orders for payment from this fund shall be signed in the name of the corporation by the treasurer or such other officers as the Board may designate for that purpose.

Article X: Amendments

Section 1.

These Bylaws may be amended at any meeting of the Board by an affirmative vote of a two-thirds majority of all Directors.

Section 2.

Any matter which is not specifically covered in these bylaws shall be dealt with by the board.