By-Laws

Article I..... Name
The name of this club shall be Pacific Mountain Cruisers
Article II..... Purpose

All Pacific Mountain Cruiser Club Members will be governed by these By Laws and these By Laws shall serve as covenants. The paying of yearly dues by all Club Members shall constitute formal acknowledgment and acceptance of all provisions set forth within the By Laws.

Covenant - formal, solemn and binding agreement
This club shall operate without profit, shall be nonpartisan and nonsectarian.

Article III..... Safety

Safety shall be the foremost consideration in all matters pertaining to club rules, direction and events. All Club Members are expected act safely at Formal Meetings, Club Runs and Club Sponsored Events, both Sanctioned and Non-sanctioned.


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Be Safe, Not Sorry!
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The mission and goals of this club as organized are:
Club Mission:


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Promote and encourage Safe and Sane Four Wheeling and the realization of the Toyota 4x4 off road capabilities while focusing on Family excursions and outings.
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PMC focuses on Family oriented events where the entire family can have fun, be involved, and feel that they belong to a premier four wheel drive club here in Northern California.
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PMC fosters an environment of exploration and learning about your Toyota 4x4 vehicle and it's capabilities through events ranging from off road adventures, mechanical maintenance days and the knowledge, expertise and experience gained from other members within the club.
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PMC promotes Safe and Sane four wheeling. Our members feel that an enjoyable day of four wheeling should not jeopardize personal safety, the safety of others, or the safety and well-being of the environment, equipment or reputation of four wheel drive enthusiasts.
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Club Goals:
® Be considered one of the best four wheel drive clubs in California.


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It is the goal of the club to be considered one of the best four wheel drive clubs in California.
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® Maintain club membership.
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It is the goal of the club to increase and maintain club membership by offering low yearly dues, monthly club activities, added value of TLCA membership and a well organized & operated club.
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® Offer at least one Sanctioned or Non-Sanctioned off road club event monthly. Our members are encouraged to volunteer to host, coordinate and attend Sanctioned and Non- Sanctioned club runs and events. Our club events range from hard-core four wheel drive trips to social and community events where engaging the front hubs may not be necessary.
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Article IV.....Membership
Section I.....Membership classifications:

All members are considered equal. There are no membership classifications currently defined such as Voting members, Associate members, Honorary members or Charter members.


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Section II.....Membership Requirements:

Persons seeking membership in our Club must meet the following requirements:
Be or become a member in good standing in the TLCA


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Own or possess a Toyota Land Cruiser, Mini Truck or 4Runner with four wheel drive.
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Be a legally licensed driver.
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Be at least 18 years of age.
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Pay or Maintain any and all Club specific dues
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Section III.....Sanctioned Event or Club Run Participation:

To participate in any Sanctioned Club Sponsored Events or Club Runs, members must meet the following conditions in addition to those in Section II.


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Meet all Safety Requirements as identified in the Safety Checklist. Have proof of minimum required California Auto Insurance.
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Section IV.....Dues:

The yearly dues for members of the club shall be set by the club and payable either before or at the January regular meeting for the upcoming year. The dues are currently $10.00.


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Dues are good for one entire year, beginning January first of each year.
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Dues must be paid within 30 days of the due date. Members not paying dues by the end of 60 days will be dropped from the mailing list. Members not paying dues by the end of 90 days will be dropped from the club roster and can only be reinstated by paying all delinquent dues.
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Dues for new members are payable at any club meeting or run. Upon payment of dues, new members will be added the Club mailing list and Club roster. All dues are not prorated in any way.
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TLCA dues are the responsibility of the individual and are not to be paid to the club treasurer.
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Section V.....Personal vehicle sale

Upon sale of a vehicle, all members must remove all Club decals and emblems from their vehicle. Any member leaving this club under unfavorable conditions shall return all evidence of club membership to preclude the individual from any association with our Club.


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Section VI..... Discontinuing membership

Any member no longer choosing to be involved with the club is asked to give notice of their intent not to renew yearly membership as a courtesy. As per Section IIII, all club specific decals and emblems should be removed from their vehicle.


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Section VII..... Rescinding Membership

A member of our club can have their membership rescinded for any one of the following:


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Failing to maintain club membership requirements.
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Failing to maintain TLCA membership.
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Failing to obey and follow established trail rules at club sanctioned events.
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Abusing an elected office or post.
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For a member to be dropped from the club, the club will vote and must pass by a 2/3 majority. This will ensure that an individual is not dropped due to personality conflicts.
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Failure to pay appropriate dues is the only reason for dropping a member which does not require a club vote
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Article V..... Meetings.
Section I..... Formal Meetings or Club Runs:

Monthly meetings maybe in the form of a "Formal Meeting" or a sanctioned "Club Run" Formal Meetings are called by the members and are usually held in a public or private places, usually but not limited to in the evening, and engaging the front hubs in not necessary. "Club Run" meetings are called by the members and usually are in the out of doors and involve traveling to a destination point. Members should be prepared to engage the front hubs. Actual Club business shall not be addressed unless agreed to prior and minimum quorum in attendance.


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Section II..... Meeting Frequency:

Either a Formal Meeting or a Club Run should happen monthly. It will be the responsibility of the Schedule Committee to maintain the Club Calendar which contains meeting dates set and agreed to by club members. Any changes to the time or place of a monthly meeting shall not be made less than 30 days before the meeting date or unless extenuating circumstances exist such as road closures.


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Section III..... Sanctioned and Non-Sanctioned Events:

Sanctioned Events are events or Club Runs which are endorsed by the Club and all club rules and guidelines apply. Club Sanctioned Events are motioned and voted by all members of the Club.


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Non-Sanctioned Events are informal gatherings of Club members and need not be endorsed by the Club nor do any or all Club rules or guidelines apply. Non-Sanctioned events may be proposed by any Club member and need not be voted upon.
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Section IV..... Special Meetings:

Special Meetings of the club may be called by the Board of Directors or whenever one third of the membership make a formal request at a monthly meeting or provide a written request to the President specifying the object of the meeting, provided that not less than five days written notice of such special meeting shall be given to all club members. Written notice of the special meeting may be posted in the newsletter.


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A Club committee may request a Special Meeting via the Chair person to the B.O.D.
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Section V..... Conduct of Meetings:

All meetings shall be conducted according to parliamentary laws, and open discussion from the floor on all measures be permitted and encouraged. All members are encouraged to respect the opinion of all other members and show courtesy while listening.


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All members will sign the club attendance record provided by the treasurer or secretary.
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All members are welcome and encouraged to add or provide input on agenda items for discussion at the meetings.
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Section VI..... Meeting Attendance:

Meeting attendance is not mandatory. However, to be elected for an office within the Board of Directors, regular meeting attendance is required.


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Section VII..... Meeting Locations:

Formal Meetings held outside Napa and Sonoma County must first be voted upon a prior Formal Meeting and subsequently return to a fore mentioned counties upon completion.


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Article VII..... Voting and Quorums:
Section I..... Definition of Voting Member:

Voting members are defined as having met the requirements of Article III Section II and are identified on a membership application as applicant and spouse of applicant.


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Section II..... Who May Vote:

Only members present at club meetings may cast votes for election of officers, changes to bylaws and formal motions made at general meetings. Presence at the meeting is required to vote. Currently, voting by mail is not allowed unless motioned and voted by all voting members present with formal vote to be held at next meeting, allowing time for mail votes to be received.


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Section III..... Quorum at Formal or Club Run Meetings:

For the purposes of voting at meetings, nine (9) Active Members will constitute a quorum.


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Quorum: a majority of officers or members of a body that when duly assembled is legally competent to transact business.
Article VII..... Management

The management of the club shall be vested in the President, Vice President, Secretary, Treasurer, TLCA Delegate, State Association Delegate, Safety Committee Chair and Calendar Committee Chair, which shall constitute the Board of Directors.


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Article VIII..... B.O.D. Liability

The elected B.O.D. will not be held liable for any action or circumstance arising from any Club sponsored events, Sanctioned or Non-sanctioned. The B.O.D. will not be held liable or accountable by any Club Member for any damage to person or personal vehicles incurred while participating in Club Sponsored Events, Sanctioned or Non-sanctioned arising from the actions of any other member or non-member.


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The designated Trail Leader and other Trail volunteers will not be held liable or accountable by any Club Member for any damage to person or personal vehicles incurred while participating in Club Sponsored Events, Sanctioned or Non-sanctioned arising from the actions of any other member or non-member.
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Article IX..... Officers and How Elected
Section I..... Nominations for office:

All potential candidates to fill an available office within the club must first be nominated by a voting club member. An office nomination must be a member who regularly attends and votes at Formal or Club run meetings. Non-participating members are not allowed nomination to a Board of Directors Office.


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Section II..... Elections and Tenure of Officers:

All officers shall be elected by vote of the club members in the fall of the year for a period of one year beginning with the January meeting. Terms to be limited to two (2) consecutive years in each office.


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Section III..... -Vacancies in Office:

In the event of a vacancy in any office except the President, the Board of Directors shall appoint a member in good standing to fill the un-expired term until the next fall elections.


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Article X..... Duties of Officers
Board of Directors
Section I

The Board of Directors shall have the power to manage all affairs of the club on any and all questions relating in any manner whatsoever to the club, and to make all contracts necessary for the proper transaction of all business. They shall have the entire jurisdiction over all matters pertaining to the care, conduct, control, supervision, and management of the club and it finances and all appropriations shall be made by them, provided, however, that the regular membership shall have final control and direction over the affairs of the club and may by motion, veto the decisions and actions of the Board.


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Veto of any BOD action shall be by simple majority vote of all eligible voting members. A Veto action can be initiated at any meeting by motion, carried by majority vote of voting members present at such meeting. A notice of pending veto action shall be made to all members within five days of the veto motion. The veto vote will be carried out at the next meeting.
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Section 2

Any officer or member of the Board of Directors who shall absent him/herself from three consecutive meetings (or of Board Meetings) unless he/she shall offer at the next meeting an excuse of his/her absence which is satisfactory to the BOD, shall be deemed to have resigned as a member of said Board, and cease to be a member of the BOD.


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Section 3

The Board of Directors shall have the following specific powers:
1) To appoint Representatives to the different Associations of which this club may be a member of for the purpose of conferring with any Association or club with respect to any matter in which this club may be concerned.


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2) To initiate club vote to suspend or expel a member for any conduct in violation of rules or behavior improper or pre-judicial to the interest of the club.
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3) To fix and enforce penalties for the violation of club rules.
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4) To call special meetings of the club to consider special projects.
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5) To prescribe additional duties for any officers, in addition to those herein set forth.
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President

The President shall preside at all meetings of the club and Board of Directors, enforce all laws and regulations of the club. He/She shall perform such other duties as shall be imposed upon him/her by resolution of the Board of Directors. The President shall, with the Treasurer or Secretary, which ever is not of the same family, sign all written contracts and written obligations of the club. The President shall have the power to appoint committees whenever it becomes necessary.


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Vice President

In the absence of the President, his duties shall be performed by the Vice President. In the event of the death or disability of the President, the Vice President shall assume the duties of the President for the remainder of his term and the Board of Directors shall appoint a member from the club to fill the office of the Vice President until the next general elections. The Vice President will monitor and maintain membership requirements for all members. including; maintain the Club Roster and with the Secretary and Treasurer, confirm Club membership dues and TLCA membership as required. The Vice President shall be responsible for the admission of all new members to the Club and forward all dues received to the Treasurer. With the admission of a new member, the Vice President will edit the Club Roster and forward current copies to all Board of Directors.


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Secretary

The Secretary shall keep the minutes and other official reports of the club. The Secretary shall keep records, books, documents, and papers relating to the club in such place as shall be safe and secure from damage or destruction. The Secretary shall perform such other duties as may be assigned by the Board of Directors.


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Treasurer

The Treasurer shall keep account of all moneys received by him/her and deposit the same in the name of the club in such bank as designated by the Board of Directors. He/she shall not pay out any money of the club except in such manner and for such purpose as shall be authorized by motion or resolution of the Board of Directors. The Treasurer shall not be responsible for money or funds the club paid out or disbursed upon checks or vouchers therefore which have been properly signed by the Treasurer, President, or Vice President. At each monthly meeting of the membership he/she shall make a statement of the financial condition of the club while submitting an official Bank Statement to the Board of Directors present and the membership shall, by motion, approve said report. The Treasurer shall provide a detailed report to the members or committees when requested by members or committees within on month of receiving the request.


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Safety Chair:

The Safety Chair shall preside over the Safety Committee. The Safety Committee will create, modify and enforce all Safety rules and guidelines established by the Club. The Safety Chair will be present at all Sanctioned Club Events. If the Safety Chair cannot attend a Sanctioned Event and is unable to find an alternate he/she shall notify the President who may appoint a temporary Safety representative.


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Calendar Chair

The Calendar Chair shall preside over the Calendar (or Schedule) Committee. The Calendar Committee shall be responsible for creating and maintaining the Club Calendar. The Club Calendar shall list all Club Meetings, both Formal and Club Run, all Club Sanctioned Events, all TLCA events, any state association events the Calendar Committee feel appropriate and any other important date deemed appropriate by the Calendar Committee.


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Delegates

The TLCA Delegate and State Association Delegate shall attend the regular meetings of these Associations and shall report to the membership of matters discussed or voted on at said meetings. If the Delegate cannot attend a meeting and is unable to find an alternate he shall notify the President who may appoint a temporary delegate. The Delegates shall have authority to vote on behalf of the club and in the best interests of the Club at TLCA or State meetings.


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Article XI..... Amendments
Section I..... TLCA Guidelines:

For any and all issues arising which are not distinctly addressed in these By-laws, the TLCA guidelines may be used for reference in decision making. The TLCA guidelines are just that; guidelines and may be amended or disallowed by Club members.


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Section II..... Amendments:

Amendments to these By-laws may be made at any Formal or Club Run meeting, provided written notice of the proposed amendments shall be submitted to the Board of Directors. An announcement published in the club newsletter shall be considered sufficient notice to all Active Members after the change has been approved and members will have 60 days to raise concern.


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The Board of Directors may delegate the responsibility of receiving bylaws proposals to a Bylaws Chairperson appointed by the President. The Bylaws chairperson shall receive and screen bylaws proposals for proper wording, spelling, punctuation, etc. but shall make no judgment as to the context or validity of a proposal. The By-laws chairperson shall compile all proposals and submit the same to the voting members for review and motion for vote at the next meeting. Additional time may be granted if requested by any voting member if deemed necessary by the Board of Directors.
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Voting on By-law changes may not be done by mail unless specifically motioned and voted by all voting members present.
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Appendix A:
Charter Member Listing from First meeting Held November 16, 1997
Baldy, Ray & Sophia
Bennett, Mike
Bomke, Jeff & Lori
Chait, Sam & Leslie
Decker, Paul & Kristen
Eberhart, Jon & Tessa
Foreman, Peter & Pam
Hammond, John & Cynthia
Heinze, James & Pennie
Henry, James & Amy
Kardum, Gary & Jacki
Lewis, Butch & Sharon
Linn, Mark & Kathy Carrillo
Marquand, Phillip & Terri
Meyer, David
Millar, Bob & B.J.
Olsen, Micheal
Reffner, Jerry & Julie
Safreno, Ron
Strebe, Duane & Millie
Taylor, Jamie
Taylor, Roger & Pam
Twiddy, Tony & Cindy
Wehrer, Tim & Kathy
Wilson, Chad
Wilson, Sean


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Appendix B: Safety Guidelines as Approved on March 21, 1998 (Attached)
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Appendix C: Changes to By Laws (old versus new)
March 22, 1998 Name change to Pacific Mountain Cruisers throughout entire By Laws Document due to name vote by Club Members on Mar. 21, 1998.
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March 22, 1998 Remove verbiage, Section V - Personal Vehicle Sale, text relating to hanous acts committed by new owner of Club Member vehicle.
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October 15, 1998 Change verbiage, Article V, Section I - Formal Meetings or Club Runs.
Was: Members should be prepared to engage the front hubs; however, actual club business is not required due to circumstances.
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Now: Members should be prepared to engage the front hubs. Actual Club business shall not be addressed unless agreed to prior and minimum quorum in attendance.
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October 15, 1998 Change Title and verbiage, Article VI, Section III - Quorum at Formal or Club Run Meetings:
Was: Quorum at Formal or Club Run Meetings:
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Now: Quorum as Formal Meetings:
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Was: For the purpose of voting at meetings, all voting members present shall constitute a quorum.
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Now: For the purposes of voting at meetings, nine (9) Active Members will constitute a quorum.
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October 15, 1998 Add new Section, Article V - Meetings
New: Section VII - Meeting Locations:
Formal Meetings held outside Napa and Sonoma County must first be voted upon a prior Formal Meeting and subsequently return to a fore mentioned counties upon completion.
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October 15, 1998 Remove verbiage Article IV, Section IV - Dues
Removed: The Vice President (membership) will assist new members only in obtaining TLCA membership.
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October 15, 1998 Change verbiage Article XI, Section II - Amendments Was: Amendments to these By-laws may be made at any Formal or Club Run meeting, provided written notice of the proposed amendments shall be submitted to the Board of Directors and provided further that notice of the proposed amendments shall be given to all members by the Secretary. An announcement published in the club newsletter shall be considered sufficient notice of proposed amendments.
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Now: Amendments to these By-laws may be made at any Formal or Club Run meeting, provided written notice of the proposed amendments shall be submitted to the Board of Directors. An announcement published in the club newsletter shall be considered sufficient notice to all Active Members after the change has been approved and members will have 60 days to raise concern.
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March 31, 1999 Remove text from Article IV, Section IV - Dues
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Remove "plus a $10.00 late fee". Will now read "Dues must be paid within 30 days of the due date. Members not paying dues by the end of 60 days will be dropped from the mailing list. Members not paying dues by the end of 90 days will be dropped from the club roster and can only be reinstated by paying all delinquent dues (removed text here)."
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March 31, 1999 Article X Duties of Officers
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Change Treasurer Job description to add in " while submitting an official Bank Statement to the Board of Directors present". Will now read "At each monthly meeting of the membership he/she shall make a statement of the financial condition of the club while submitting an official Bank Statement to the Board of Directors present and the membership shall, by motion, approve said report."
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March 31, 1999 Appendix D: Current Officers for 1999 Update to reflect Kathy Wehrer being appointed after P. Heinze dropped.
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Appendix D:
Current Officers for 1998:
President Roger Taylor
Vice President A.R. (Tony) Twiddy
Treasurer Pennie Heinze
Secretary Jamie Taylor
Safety Chair Jon Eberhart
Calendar Chair Ron Safreno
TLCA Delegate A.R. (Tony) Twiddy

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Current Officers for 1999:
President Roger Taylor
Vice President Jamie Taylor
Treasurer Kathy Wehrer
Secretary Sharon Lewis
Safety Chair James Henry
Calendar Chair Bill Muller
Land Use Chair Bill Muller
TLCA Delegate A.R. (Tony) Twiddy

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