SHOW ME
GOLD PROSPECTORS
As approved and instated on April 10th, 2004
NAME
The name of the organization is and shall be Show Me Gold Prospectors, a nonprofit corporation, Incorporated in the State of Missouri, sometimes referred to herein as “SMGP”.
The principle mailing address of Show Me Gold Prospectors shall be P.O. Box 334, Smithville, MO 64089, located in the County of Clay, State of Missouri. SMGP may have such other offices, either within or without the State of Missouri, as the Board of Directors may determine from time to time.
Show Me Gold Prospector’s purpose is to provide an environment for both members and any other persons interested to interact and to increase public awareness, by providing education on ecologically sound: prospecting, small mining and treasure hunting, for adults, families and their children. This includes locating, identifying and legal removal of minerals, caches, and treasures while keeping with the preservation of the environment and natural habitat. This shall be accomplished through lectures, demonstrations, and hands on training at meetings, outings, or any other settings deemed appropriate by the Board of Directors and at no cost to the participants. SMGP, as a nonprofit entity, shall not be empowered to engage directly or indirectly in any activity, including distribution of its assets upon dissolution, which would invalidate its status as an organization exempt from Federal Income Taxation under Sections 501 (a) and 501 (c) (3) of the Code. All references to the Code contained herein are deemed to include corresponding provisions of any future United States Internal Revenue Law.
SECTION 1. MEMBERSHIP
There shall be two categories of members, as follows:
A. VOTING CATEGORY Member shall be a member in good standing with the Gold Prospectors Association of America (GPAA).
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B. SUPPORTING CATEGORY Member can be any person who is not a member of GPAA.
SECTION 2. DISTRIBUTION OF THIS PUBLICATION
A copy of these Bylaws and Policies and Procedures shall be given to all members.
Each Voting Category Member in good standing shall be entitled to one vote on each matter submitted to a vote by the members. Proxy voting will not be allowed. Supporting Category Members do not have the right to hold office or to vote in the elections of Officers or Board Members.
SECTION 4. TERMINATION/SUSPENSION OF MEMBERSHIP
The Board of Directors, by an affirmative vote of two-thirds (2/3) of all members of the Board, may suspend or expel a member of SMGP for cause after an appropriate hearing before the Board. The term “for cause” shall include (a) a member’s conviction for a felony, (b) acts of reckless endangerment, (c) failure to perform commitments made to SMGP, (d) conduct on the part of the member that would render him/her ineligible for indemnification if required by the Board and (e) member conduct which constitutes a conflict of interest with SMGP.
No termination or suspension of membership shall be effective unless:
A. The member is given a 30-day written notice of the proposed termination or suspension of members and of reasons therefore;
B. Such notice is delivered personally or by certified mail sent to the last address of the member shown on SMGP’s records; and,
C. Such notice sets forth a procedure determined by the Board of Directors or a committee selected for that purpose by the Board whereby the member will be given the opportunity to be heard by such body, either orally or in writing, not less than five (5) days before the effective date of the proposed termination or suspension.
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SECTION 5. RESIGNATION
Any member may resign by submitting a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation of promptly paying any assessments or other charges theretofore accrued and unpaid.
SECTION 6. REINSTATEMENT
On written request by a former member submitted to the Secretary, the Board of Directors, by affirmative vote of the majority of its members, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.
SECTION 7. TRANSFER OF MEMBERSHIP
Membership in SMGP is not transferable or assignable.
SECTION 8. MEMBERSHIP GUIDELINES.
It is each member’s responsibility to read, understand, and abide by the SMGP Bylaws, Rules and Regulations. Violations of any rule, regulation, or bylaw are subject to review by the Board of Directors.
ARTICLE FIVE
MEETINGS OF MEMBERS
SECTION 1. ANNUAL MEETINGS
Annual Meetings of the members shall be held in Smithville, Missouri, on the second Saturday during the month of March each year, beginning in 2004, at 2:00 p.m. (or such other time on the date as the Board of Directors may determine) for the purpose of nominating Officers and Directors to be voted in at the April meeting and for the transaction of such other business as may properly come before such meeting. If the day fixed for the annual meeting is a legal holiday, such meeting shall be changed at the Board of Directors discretion. If the election of Officers and Directors is not held at the meeting designated herein for any meeting or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is reasonably practicable.
SECTION 2. SPECIAL MEETINGS
Special meetings of the members may be called by the President/Chairperson, the Board of Directors, or not less than ten percent (10%) of the members having voting rights at a time and place designated by the Secretary. If no designation is made, the place of the meeting shall be the principal office of SMGP.
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SECTION 3. NOTICE OF SPECIAL MEETING
Written or printed notice stating the place, day, and hour of a Special Meeting of the members shall be given either personally, by email or by first class mail to each member entitled to vote at such meeting, not less then three (3) days not more than thirty (30) days before the date of such meeting; provided that if such notice is given by mail, same shall be deposited with the U.S. Postal Service at least eight (8) days prior to the date set for the meeting. Members entitled to attend such meeting shall be determined as of four o’clock in the afternoon on the day before the notice is sent. Business transacted at a Special Meeting of members shall be limited to the purpose(s) stated in the notice.
SECTION 4. QUORUM
At the Annual or any Special Meeting of SMGP, a quorum shall consist of those members present and entitled to vote, provided that a minimum of seven (7) voting members are present.
SECTION 5. MEMBERSHIP LIST
The Secretary shall keep the official list of all SMGP members. Any mailing list of SMGP members shall be provided to SMGP members and/or used for SMGP business only. All other uses are strictly prohibited.
ARTICLE SIX
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS
Its Board of Directors shall manage the affairs of SMGP.
SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS
The number of Directors shall be at least three (3) but up to a maximum of ten (10) elected Board Officials and up to eight (8) Appointed Chairpersons. The Board of Directors or the General Membership shall, by action taken from time to time, establish the number of Directors that make up the Board. Directors shall be elected at the meeting following the Annual Meeting of the members and shall serve for one-year terms. The Appointed Chairpersons shall be appointed by, and serve under the direction of the President. Only board members and officers elected by membership shall have a vote except in the case of a filled vacancy as described in article six section (8), and article seven sections (5), (6).
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SECTION 3. REGULAR MEETINGS
A regular meeting shall be held, without notice other than this bylaw, on the second Saturday of each month or as decided by the board (except when conflicting with a declared holiday) for the purpose of conducting the business of SMGP. The regular meeting shall be held at the principal office of SMGP in the absence of any other designation by the Secretary. The time of these meetings shall be determined by resolution of the Board.
SECTION 4. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by or at the request of the President / Chairperson or any two (2) Directors, and shall be held at the principal office of SMGP or at such place as the Secretary may determine.
SECTION 5. NOTICE
Notice of any Special Meeting of the Board of Directors shall be given at least three (3) days prior thereto by written notice delivered personally, or sent by registered mail to each Director at his/her address as shown on the records of SMGP. Any such notice sent by mail shall be deposited with the U.S. Postal Service at least eight (8) days prior to the date set for the meeting. Any Director may waive notice of the meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, unless a Director attends such meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The reason for calling a special meeting shall be specific in the notice of “waiver of notice” of such meeting.
SECTION 6. QUORUM
The presence of three (3) Directors of the Board of Directors shall constitute a quorum for opening any meeting of the Board; but any number of Directors may continue to transact business of SMGP once a meeting of the Board is validly opened.
SECTION 7. BOARD DECISIONS
The act of a majority of the Directors present at a meeting shall be the act of the Board of Directors, unless the act of a greater number is required by law or these bylaws.
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SECTION 8. VACANCIES
Any vacancy occurring on the Board of Director, and any Directorship to be filled by reason of any increase in the number of Directors, shall be filled by action of the Board of Directors. A Director appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor in office. Each such appointment by the Board shall be subject to the approval or disapproval of the general members at a regular or special meeting called for that purpose.
SECTION 9. COMPENSATION
Directors shall not receive any salary for their services.
SECTION 10. BUDGET
The Board shall review and approve the treasurers’ report at the annual meeting. A minimum of $250.00 cash shall be held in the treasury at all time.
ARTICLE SEVEN
OFFICERS
SECTION 1. OFFICERS
The Officers of SMGP shall be a President (who shall be the “Chairperson” of the Board), a Vice President, a Secretary, a Treasurer, Claims Officers (who shall be Board members), and such other chairpersons as shall be appointed by the Board. All Officers shall have the authority to perform the duties as shall be prescribed, from time to time, by the Board of Directors. The same person may hold the offices of Secretary and Treasurer. The President shall call for nominations of new officers at the March meeting.
SECTION 2. ELECTION AND TERM OF OFFICE
The Officers of SMGP shall be elected at the meeting following the Annual Meeting of the members and shall serve a one-year term. There shall be no consecutive term limit; however, each officer must be re-elected each year in accordance with these bylaws. If the election of Officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. The selection of officers and member(s) of the Board by the General Membership shall be ratified by the Board without change.
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SECTION 3. REMOVAL
Any Chairperson appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of SMGP would be served thereby, but such removal shall be without prejudice to the contact rights, if any, of the officer so removed.
SECTION 4. ATTENDANCE AT BOARD MEETINGS
Members of the Board of Directors who miss fifty percent (50%) of the regularly scheduled meetings in one year may, by vote of the Board of Directors, be subject to removal from the Board.
SECTION 5. VACANCIES
A vacancy in any officer position because of death, resignation, removal, disqualification, or otherwise shall be filled by action of the Board of Directors. An officer appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor. Each such appointment by the Board shall be subject to the approval or disapproval of the general members at a regular or special meeting called for that purpose.
SECTION 6. PRESIDENT/CHAIRPERSON
The President shall be the chief executive officer of SMGP and shall be primarily responsible for the operations of SMGP. He/She shall be responsible to set goals and direction, and to implement programs to achieve them. As determined by the Board, the President/Chairperson shall appoint a Parliamentarian who shall be knowledgeable of Roberts Rules of Order. As the Chairperson of the Board, the President shall preside at all meetings of the Members and of the Board of Directors. He/She shall sign all deeds and conveyances, all contracts and agreements, and all other instruments requiring execution on behalf of SMGP, and shall act as operating and directing head of SMGP, subject to policies and limitations established by the Board of Directors. In case of the permanent absence or inability of the President/Chairperson to act, the Board of Directors shall declare that office vacant. A successor shall be chosen by the Board, subject to the approval or disapproval of the general members at a regular or special meeting called for that purpose.
SECTION 7. VICE PRESIDENT
The Vice President shall act in place of the President, if and when the President is temporarily unable to carry out the required duties of his/her position. The Vice President shall not have the right of succession to the Presidency if and when the President/Chairperson is permanently unable to perform his/her duties. The Vice President shall also serve on committees and perform various duties as assigned by the President/Chairperson or the Board of Directors.
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SECTION 8. SECRETARY
The Secretary shall see that the minutes of all meetings of the General Membership and the Board of Directors are taken and kept. He/She shall be the custodian of the corporate seal and shall affix it to all proper instruments when deemed advisable by him/her. He/She shall have charge of all the books and records of SMGP except the books of account, and, in general, shall perform all duties incident to the office of Secretary of a corporation and such other duties as my be assigned to him/her.
SECTION 9. TREASURER
The Treasurer shall have general custody of all the funds and securities of SMGP except such as may be required by law to be deposited with any state official. He/She shall see to the deposits of the funds of SMGP in such bank or banks as the Board of Directors may designate. Regular books of account shall be kept under his/her direction and supervision, and he/she shall render financial statements to the President/Chairperson, Directors, and members at proper times. The Treasurer shall have charge of the preparation of the annual financial report and filing of such reports, financial statements, and returns as may be required by law.
SECTION 10. SECRETARY-TREASURER
The offices of Secretary and Treasurer may be filled by a single person.
SECTION 11. POWERS AND DUTIES
The officers of SMGP shall have such additional powers and shall perform such additional duties as may, from time to time, be specified in resolutions or other directives of the Board of Directors.
ARTICLE EIGHT
COMMITTEES OF THE BOARD
Committees of the Board Members may be established from time to time and their respective members appointed by a majority vote of the Board of Directors
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ARTICLE NINE
CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
SECTION 1. CONTRACTS
The Board of Directors may authorize any Officer or agent of SMGP, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of SMGP, and such authority may be general or may be confined to specific instances.
SECTION 2. CHECKS, DRAFTS, OR ORDERS
The Treasurer and the President or Vice President of SMGP shall sign all checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of SMGP.
SECTION 3. DEPOSITS
All funds of SMGP shall be deposited from time to time to the credit of SMGP in such banks, trust companies, or other depositories, as the Board of Directors shall select.
SECTION 4. GIFTS
The Board of Directors may accept, on behalf of SMGP, any contribution, gift, bequest, or devise for any purpose of SMGP.
SECTION 5. EXPENDITURES
The Board of Directors and the General Membership at the Annual Meeting or other regular meetings of the members must approve any expenditure greater than $500.00.
The President shall keep and be authorized to spend up to $100.00 per month, for use on SMGP expenses, without the approval of the Board of Directors or the membership.
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ARTICLE TEN
BOOKS AND RECORDS
SMGP shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. Any member, or his/her agent or attorney may inspect all books and records of SMGP, for any business purpose at any reasonable time.
ARTICLE ELEVEN
FISCAL YEAR
The fiscal year of SMGP shall begin on March 1st and end at midnight on the last day of February.
ARTICLE TWELVE
OPERATING FUNDS
Operating funds may be obtained through merchandise sales, raffles, donations, advertisement sales, and educational fund raising activities.
ARTICLE THIRTEEN
AMENDEMENT OF BYLAWS
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the Directors or voting members present at a regular meeting or special meeting of the Board or members, respectively, if at least thirty (30) days written notice is given of the intention to alter, amend, or repeal, or to adopt new bylaws at such meeting. Such notice shall include the proposed changes.