Bylaws

Our 
Bylaws

Bylaws are a legal set of rules agreed upon by the membership for the governance of an organization. Our Bylaws are as follows:

 

BYLAWS OF THE NORTH IDAHO MINERAL CLUB, INC.

 

ARTICLE I

                                                Name and Location                                         

 

Section 1          The name of this corporation shall be THE NORTH IDAHO MINERAL CLUB, INC.

 

Section 2          Its principal office shall be located at Coeur d’Alene, Kootenai County, State of Idaho.

 

Section 3          Other offices for the transaction of business, if shall be required, shall be located at such places as the Board of Directors may from time to time determine.

 

ARTICLE II

Objective

 

Section 1          The objective of this club shall be to promote and further interest in archeology, paleontology, mineralogy, geology, and lapidary arts.

 

Section 2          This corporation is not formed for profit, and none of its assets shall be used for the pecuniary gain or profit of any individual who is or may become a member thereof. It is a 501c3, registered with the State of Idaho as a: Non Profit Corporation (D) and is in compliance with the IRS filing as required of form 990-N.

 

Section 3          All assets, properties and funds of the corporation shall be devoted to the furtherance of the primary objectives and purposes of the corporation.  Its works, purposes and objectives are scientific, educational, social, and recreational; and are solely in the interest of the advancement of its member societies, of their members and of the public along scientific and educational lines.

 

Section 4          In the event of dissolution of the North Idaho Mineral Club, Inc., its assets shall be turned over, at the discretion of the Board of Directors and members, to chosen entities that would continue our objective as defined in Section 1.  Included would be entities suitable for the continuation of such educational and scientific projects as the North Idaho Mineral Club, Inc., may have commenced.

 

ARTICLE III

Membership

 

Section 1          The Corporation shall have only one class of members.

 

Section 2          Any person may become a member of the association upon the payment of yearly dues to the treasurer.

 

Section 3          Voting rights.  Each member shall be entitled to one vote on each matter submitted to a vote of the members.

 

Section 4          The Board of Directors by affirmative vote, this being a majority of the Board, may suspend or expel a member for cause after an appropriate hearing, and by a majority vote of those present at any regularly constituted meeting may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in payment of dues.

 

Section 5          Members must be in the club for at least six (6) months before being eligible to hold office.

 

Section 6          Membership in this corporation is not transferable or assignable.

 

Section 7          Any member who desires to resign shall notify, in writing, the secretary, who will promptly remove the member’s name from the Club’s roll.  No member who resigns shall be entitled to refund of dues.

 

Section 8          The Board of Directors may change Section 8:  Dues prior to a new fiscal year.

 

Section 9          Dues shall be payable in October to allow dues payment to the Northwest Federation of Mineralogical Societies prior to the 1st day of January in each fiscal year.

 

Section 10        Default and Termination of Membership.  When any member shall be in default in the payment of dues or a period of three (3) months from the beginning of the fiscal period or period of which such dues become payable, the membership may thereupon be terminated by the Board of Directors.

 

ARTICLE IV

Officers

 

Section 1          The officers of the Corporation shall be a President, Vice-President, Secretary, Treasurer, and such other officers as may be elected in accordance with the provisions of this article.  A nomination committee shall be selected to present for nomination:

                        President

                        Vice-President

                        Secretary

                        Treasurer

Roster to be presented to all members at the November meeting, at which time additional nominations may be made from the floor and then election conducted by secret ballot.

 

Section 2          Election and term of office shall be annual.  Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified, unless sooner removed.  The term of office for all officers shall be for one year or unless their successors are elected.  The term of office for all officers shall begin at the close of the December meeting at which they are installed. 

 

Section 3          Any vacancy, in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the vote of membership for the unexpired portion of the term.

 

Section 4          The President shall be the Principal Executive Officer of the Corporation and shall in general supervise, and control all the business and affairs of the Corporation.  He/she shall preside at all meetings of the members, and in general he/she shall perform all duties incidental to the Office of

President and such other duties as from time to time may be assigned to him/her by the Board of Directors.

 

Section 5          In the absence of the president or in the inability of him/her to act, or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any vice-president shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors.

 

Section 6          If required by the Board of Directors, the Treasurer shall give a bond for faithful discharge of his duties in each sum and with such sureties, as the Board shall determine.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation:  receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, Trust companies, or other depositories as shall be selected in accordance with the provisions of Article XI of these bylaws: and in general perform all the duties incidental to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

 

Section 7          The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose:  the Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the Seal of the Corporation and see that this Seal is affixed to all documents, the execution of which on behalf of the Corporation under its Seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post office and e-mail address of each member which shall be furnished to the Secretary by such member: and in general, perform all duties incidental to the office of secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

 

ARTICLE V

Meetings

 

Section 1          The annual meeting of the members of this association shall be held at the office of the corporation at Coeur d’Alene, Kootenai County, Idaho on the second Thursday of December of each year if not a legal holiday, or if a legal holiday, on the next business day following.  The Board may, by resolution passed and included in the notice of election, designate another place for holding any meeting.

 

Section 2          Special meetings of the members of the association may be called at any time by the President or upon resolution of the Board of Directors, or upon written petition to the President of the Board signed by ten (10%) of the members of the association.  The purpose of every special meeting shall be stated in the notice thereof, and no business shall be transacted except as specified in the notice.

 

Section 3          Regular meetings of the members of the association shall be held on the second Thursday of each month at a time and place mutually agreed upon by the membership.

 

Section 4          The members and officers present at any meeting of the members shall constitute a quorum at any meeting of the association, for the transaction of business.  The voting powers of the members of this association shall be equal, each member of this association shall have one vote only for all purposes, and the members shall be entitled to vote in person.

 

Section 5          Directors of this association shall be elected at the annual meeting of members.

 

Section 6          The order of business at the regular meetings and so far as possible all other meetings shall be:

  1. Calling to order and proof of quorum

  2. Proof of notice of meeting (except as to regular meetings)

  3. Reading and action on any unapproved minutes

  4. Treasurer’s report

  5. Reports of officers and committees

  6. Election of directors (annual meeting)

  7. Unfinished business (old business)

  8. New business

  9. Adjournment

 

ARTICLE VI

Directors

 

Section 1          The Board of Directors shall consist of at least five (5) members, all of whom shall be members of the association.  Four elected officers plus appointed members shall make up the Board of Directors.

 

Section 2          At any meeting of the Board of Directors three (3) members shall constitute a quorum.

 

Section 3          The Board of Directors shall select from its members one (1) to serve as Chairman for the year.

 

Section 4          The Board of Directors shall meet within ten (10) days after the first election and within ten (10) days after the annual meeting of election of directors and shall elect a chairman who shall hold office until the next annual meeting and until the election and qualification if his/her successor unless removed by death, resignation or for cause.

 

Section 5          Any vacancy of the Board of Directors other than from expiration of a term of office, shall be filled by election by the remaining members of the board until the next regular or special meeting of the members of the association, at which time a director shall be elected for the unexpired term.  The disqualification of a director as a member of the association shall operate to disqualify him/her as a director and to create a vacancy in the office of directors.

 

Section 6          A majority of the Board shall constitute a quorum at any meeting of the Board.

 

Section 7          Any director of the association may be removed from office for cause, by vote of not less than two thirds of the members of the association at any annual or any special meeting called for the purpose, at which a majority of the members shall be present.  The director shall be informed of the charges against him/her at least ten (10) days before such meeting, and at the meeting shall have an opportunity to present witnesses and be heard in person in answer thereto.  Officers may be removed for cause by two thirds of the members of the Board and employees or agents discharged or removed from office or employment at any time by action of the Board of Directors.

 

ARTICLE VII

Duties of the Board

 

Section 1          The Board of Directors, subject to restrictions of law, the Articles of Incorporation, or these Bylaws, shall exercise all the powers of the association, and without prejudice or limitation upon their general power, it is hereby expressly provided that the Board of Directors shall have and are hereby given full power and authority to be exercised by resolution adopted by a majority vote of all members in respect to the matters here set forth:

  1. To prescribe, adopt and amend from time to time, such equitable uniform rules and regulations as in their discretion may be deemed essential or convenient for the conduction of the business and affairs of the association and the guidance and control of its officers and employees, and to prescribe adequate penalties for the breach thereof.

  2. To order, at least once each year, a review of the books and accounts of the association by a competent individual.  The report prepared by such a person shall be submitted to the members of the association at the December meeting.

  3. To select one or more banks to act as depositories of the funds of the association and to determine the manner of receiving, depositing and disbursing the funds of the association and the form of checks with signatures of the Treasurer and President at will.

 

ARTICLE VIII

Indemnification of Directors and Officers

 

Section 1          No member of this club shall be personally responsible for any of its debts, obligations and/or acts.

 

Section 2          Each member of the Board of Directors and each officer of the club, whether or not then in office (and his/her heirs, executors, and/or administrators) is indemnified by the corporation against any but not all cost and expenses (including but not limited to counsel fees) reasonably incurred by or imposed upon him/her in connection with any action, suit or proceeding to which he/she may be made a party by reason of having been a member of the Board or an officer of this club.  This includes costs and expenses paid in connection with the settlement or compromise of any such action, suit or proceeding.  However, nothing herein contained shall protect any such member (Board or officer) against any liability to the club or to its members to which he would otherwise be subjected by reason of willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office.  The forgoing right of indemnification shall not be exclusive of other rights to which any member of the Board of Directors or officer of this club may be entitled as a matter of law.

 

ARTICLE IX

Committees

 

Section 1          The club President appoints North Idaho Rock, Mineral and Gem Show Chairman during the regular August club meeting.  The Show Chairman reports to the President and members on a regular basis regarding progress in planning, organizing and conduct of the annual show.

 

Section 2          The Show Chairman is responsible for preparation of a budget, establishing fees, selecting dealers and structuring regulations for conduct of the show.  All major decisions, not including dealer selection, may be presented to members for approval.

 

Section 3          Field Trip Chairman is appointed by the President.  The Chairman of this key committee is responsible for planning field trips, appointing assistant field trip leaders and guides, assuming compliance with the AFMS Code of Ethics, and reporting to the general membership.

 

Section 4          Program Committee Chairman provides programs for monthly meeting and special events.

 

Section 5          Membership Chairman receives dues from members, receives and processes new member applications and dues.  Promptly reports names of paid memberships to the Treasurer, Newsletter Editor and Field Trip Chairman.

 

Section 6          Treasurer prepares an annual budget.

 

Section 7          The Nominating Committee will be appointed by the President in September.

 

Section 8          The President or Board of Directors shall appoint such other committees, standing or ad hoc, as the Club shall from time to time deem necessary to carry on its affairs.  The President shall be an ex officio member of all committees except the Nominating Committee.

 

Section 9          The Webmaster will maintain the website at regular intervals.  This enables access to information about the club and its activities not only locally but on a much wider area.

ARTICLE X

Finances

 

Section 1          The fiscal year shall be the same as the calendar year.

 

Section 2          The Treasurer shall prepare an annual budget for membership approval prior to the next fiscal year.

 

Section 3          The Treasurer shall have one hundred dollars ($100.00) petty cash fund and will provide an accounting to club officers of all funds prior to replenishment of the petty cash fund.

 

Section 4          The financial records of the club shall be reviewed each year by a competent individual.

Financial records of the club may be computerized, but hard copies must be available to officers and members.

ARTICLE XI

Parliamentary Authority

 

Section 1          The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Club in all cases where they are applicable and in which they are not inconsistent with the Bylaws and any special rules of order the Club may adopt.

 

ARTICLE XII

Amendment of Bylaws

 

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the members present at any regular meeting of the Club, or at any special meeting of the Club called for that purpose, except that the members shall not have the power to change the purposes of the club so as to decrease its rights and powers under the laws of the state, or to waive any requirements of bond or other provisions for the safety and security of the property and funds of the club or its members, or to deprive any member of rights and privileges then existing.  The Bylaws may not be amended so as to effect a fundamental change in the Club policies.  Notice of any amendment to be made at a special meeting of the members must be given at least ten (10) days before such meeting and must set forth the amendments to be considered.

 

Section 1          The Bylaws may be amended at any regular meeting of the Club by a two-thirds vote of the members present and voting, provided that the proposed amendment has been submitted in writing at the previous meeting (and by mail to members not attending the meeting).

 

APPROVED BY A UNANIMOUS VOTE OF MEMBERSHIP ON JANUARY 14, 2022