Bylaws of the Austin Paddling Club


Article I - Name
Article II - Corporation
Article III - Mission
Article IV - Membership
Article V - Executive Board
Article VI - Committees
Article VII - Governance


Article I - Name

The name of the organization is Austin Paddling Club, also known as APC.


Article II - Corporation

APC is incorporated under the laws of the State of Texas as a non-profit association.


Article III - Mission

Austin Paddling Club is dedicated to the promotion of canoe, kayak, inflatable, and other human-powered paddlesport as lifetime activities through education, recreation, competition, and conservation. The mission shall be accomplished through the following purposes for paddlers and potential paddlers of all ages and skill levels:

Section 1. Purposes

The following purposes govern APC except where limited by compliance with law.

(a) Recreation. Recreation focuses on increased awareness and enjoyment of paddlesport through coordination and promotion of non-competitive activities and events for the fun of paddling.
(b) Safety, Education, & Instruction. Safety, Education, and Instruction focuses on increasing public awareness of paddlesport with emphasis on safety and development of paddlesport skills at all levels of proficiency.
(c) Conservation & Public Policy. Conservation focuses on programs and activities to preserve and protect our environment. Public Policy addresses laws and issues involving paddlesports and protects the rights of all paddlers to access and use our rivers, lakes, and coastal waters.
(d) Athletic Competition. Athletic Competition focuses on organized paddlesport competition at local, region, national, and international levels. Competition may include speed, judged, and other appropriate competitive paddlesport events.
Section 2. Affiliations

APC is a Paddle America organization affiliated with the American Canoe Association (ACA). In addition, APC supports the efforts of other organizations with compatible goals.


Article IV - Membership

Section 1. Provisions of Membership

APC activities and programs are open to any individual regardless of race, national origin, creed, gender, political affiliation, sexual orientation, age, and mental or physical condition.

Section 2. Membership Categories

APC membership includes Regular, Family, and Honorary members. All members age eighteen (18) or over are entitled to all privileges of APC membership, including full voting rights and eligibility to hold office, except as otherwise restricted in these bylaws.

(a) Regular membership comprises all adults age eighteen (18) or over who are not eligible for one of the following membership categories.
(b) Family membership is available to all members of one household with one subscription per address. Each member eighteen years and over are eligible for full membership rights.
(c) Honorary membership is awarded to members that the APC Executive Board formally recognizes for outstanding contributions to APC.
Section 3. Membership dues

Membership categories, membership terms, dues and/or special levies are established and may be modified by the Executive Board of the organization. The amount of increase for regular membership in any calendar year may not exceed 50% without proper notice and vote of the general membership as defined in Article VII. The APC Executive Board may waive membership dues for a period not to exceed one year to assist an individual or family experiencing financial hardship. The Executive Board may waive membership dues for honorary members for one or more years.

Section 4. Non-Solicitation

APC recognizes that networking and information pertaining to paddling products and services are beneficial for the membership. However, APC does not endorse specific products, services, or vendors to the exclusion of other products, services, or vendors.

By majority vote, the Executive Board reserves the right to deny promotion or publicity of products, services, or vendors that represent potentially unsafe or unethical practices.

APC does not permit any member or non-member to use the mailing/telephone/e-mail list of APC members except for explicit APC purposes. Exceptions to this section must be authorized in writing in advance by the Executive Board.

Section 5. Membership Restrictions

APC Executive Board may censure or expel any member who violates the purpose, bylaws, or policies of APC. By majority vote, the Executive Board may call for a hearing before the Executive Board to consider the censure or expulsion of a member.

The Executive Board must provide written notice containing specific complaints to the member at least thirty (30) days prior to the hearing. At the hearing, a two-thirds majority of votes cast by the Executive Board is required to censure or expel any member.

If the event that the Executive Board expels a member, the member may appeal the expulsion within ninety (90) days of the action to the general membership. A two-thirds majority of votes cast in a general membership meeting held in accordance with Article VII is required to sustain the expulsion of the member.

Notice of intent to appeal to the APC membership must be given to the APC Executive Committee at least ten (10) days in advance so that the issue may be appropriately placed on the agenda.

Section 6. ACA Membership

To maintain the benefits as an American Canoe Association (ACA) affiliate club, APC members are encouraged, but not required, to join the ACA.


Article V - Executive Board

Section 1. Executive Board

The Executive Board of APC shall comprise the Board of Directors for the organization. The Executive Board of APC is comprised of seven (7) Officers:

President
Vice-President
Secretary
Treasurer
Membership Officer
Newsletter Editor
Immediate Past President

The Executive Board provides general management of the affairs of the organization, supervises the activities and programs between membership meetings, schedules meetings, proposes recommendations to the APC membership, and performs such other duties as specified in these bylaws or as deemed beneficial to the organization. The Board is subject to the orders of APC as a whole, and none of its acts shall conflict with official action taken by the APC as a whole.

Section 2. Officers

Officers must maintain current APC membership status. A general description of the responsibilities of each officer is listed below. Officers may delegate authority, but not overall responsibility, for any function of the office. As necessary, Officers may take responsibility for other duties and special projects as required for the best interests of APC.

In addition, each Officer serves as a member of the Executive Board. Each Officer, except for the President, is a voting member of APC as a whole and of the Executive Board. The President may vote only to make or break a tie. An officer is required to notify the President of absence from APC meetings and APC executive meetings when possible.

(a) President. The President presides at all regular membership meetings and executive board meetings of APC. The President serves as member ex-officio on all committees and as the overall liaison with the ACA and other organizations. The President represents APC as the presiding executive officer of the organization with general charge and supervision of the affairs and business of APC. The President guides the officers and committees in planning and carrying out the objectives of the association and enforces the provisions of the bylaws and policies of APC.
(b) Vice President. The Vice President plans and coordinates the meeting programs offered by APC. At the request of the President or in the President’s absence, the Vice-President may perform the duties of the President. In addition, the Vice President may oversee special events and projects.
(c) Secretary. The Secretary manages the official records for APC. The Secretary oversees minutes of all APC meetings, correspondence, press releases, official notices, elections, website, and publicity. The Secretary responds to appropriate requests for copies of organizational records.
(d) Treasurer. The Treasurer oversees the financial activities for APC in accordance with general accounting principles and sound banking practices. The Treasurer maintains financial records and provides quarterly financial reports to APC. The Treasurer arranges for outside audits as directed by the Executive Board or APC as a whole. In addition, the Treasurer coordinates financial planning and forecasting, insurance, and bonding programs as directed by the Executive Board.
(e) Membership Officer. The Membership Officer coordinates the member services of APC. The Membership Officer maintains proper membership records for APC and affiliate organizations. The Membership Officer coordinates new member recruitment programs, new member orientation, APC directory, and other new member and recruitment programs and materials for the organization.
(f) Newsletter Editor. The Newsletter Editor edits and coordinates the publication and distribution of the APC newsletter. In addition, the Newsletter Editor oversees the publishing of APC’s events calendar and maintains an archive of club newsletters.
(g) Immediate Past President. The Immediate Past President serves as a liaison with related and community organizations. The Immediate Past President serves in an advisory position and reports on current paddling developments. In cooperation with the President, the Immediate Past President coordinates the development of present and potential APC officers and chairs. The Immediate Past President may coordinate special projects as directed by the President or the Executive Board.
Section 3. Nominating Committee

The Nominating Committee provides a slate of candidates for election on an annual basis. The Nominating Committee shall include the current President, the current Immediate Past President, and a third member selected by the Executive Board.

The slate shall be presented to APC with additional nominations to be taken from the floor in a scheduled or called meeting with the election held at the subsequent scheduled or called meeting. These meetings must be in compliance with Article VII of these bylaws.

Section 4. Terms

The Officers of the Executive Board shall be elected on an annual basis as scheduled by the Executive Board. The term for each officer is no more than one calendar year. The President may serve no more than two (2) consecutive full terms. Officers may serve in no more than one Officer position at any given time. Only one Officer per office is designated as the voting member of the Executive Board.

Section 5. Resignations

Any Officer wishing to resign an Officer position must submit a resignation in writing to the Executive Board. An Officer who misses three (3) consecutive Executive Board and /or regular APC meetings without advance notification to the Executive Board may be considered to have resigned from Office.

Section 6. Vacancies

With the exception of the Immediate Past President, Executive Board vacancies will be filled for the remainder of the term by appointment by the President and confirmed by vote of the Executive Board. In the event that the position of President becomes vacant, the position shall be filled by the Vice-President.


Article VI - Committees

APC recognizes that committee members help the organization accomplish worthwhile projects, develop leaders, and spread the workload among volunteers. APC may recruit, as needed, committee members and chairs or co-chairs for standing committees, officer committees and ad hoc committees. The chairs of all committees are ex-officio members of the Executive Board with voice but no vote at Executive Board meetings.

Section 1. Standing Committees

The committee members and chairs of standing committees are appointed by the President. Each committee chair may appoint chairs of sub-committees as needed. All chairs and sub-committee chairs must be confirmed by vote of the Executive Board. Standing committees may include the following:

  1. Recreation
  2. Safety, Education, and Instruction
  3. Conservation and Public Policy
  4. Athletic Competition
Section 2. Officer Committees

Each Officer oversees the appropriate committee or committees as needed for the functions under the Officer’s jurisdiction. Committee chairs are appointed by the appropriate Officer and confirmed by vote of the Executive Board.

Section 3. Ad Hoc Committees

Ad hoc committees and committee chairs are appointed by the President and confirmed by vote of the Executive Board.


Article VII - Governance

Section 1. Quorum

A majority of filled Officer positions shall comprise a quorum for Executive Board meetings. Fifteen percent (15%) of the eligible voting members in good standing shall comprise a quorum for APC meetings.

Section 2. Votes

Each member shall have one vote. To help ensure deliberation of issues, voting by proxy is not allowed. Except as otherwise provided by law or by these bylaws, all matters which require action by ballot shall be decided by a majority of votes cast at a meeting in compliance with Article VII.

Section 3. Meetings

A minimum of six (6) regular meetings per year shall be scheduled and published by the Executive Board. These meetings are held on a regular published schedule and therefore do not require specific written notice.

A specially called meeting may be scheduled by the President or by the Executive Board or by written request of at least five (5) voting members. A minimum of fifteen (15) days notice by submitted meeting announcement, phone call, mail, e-mail, fax, or hand to the contact information listed in the most recent membership list is required for a specially called meeting to be deemed as having proper notice. Any regular membership or Executive meeting must have proper notice before official actions may be taken.

Section 4. Conflict of Interest

Any conflict of interest between APC interests and any organizational representative, officer, or chair shall be disclosed and recorded prior to election, appointment, or service. Where a potential exists for any organizational representative, officer, or chair to benefit financially or personally from an action of the club, he or she may state an opinion or information but must refrain from voting on the action.

Section 5. Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern APC, to which the rules are applicable and in which the rules are not inconsistent with law, with these bylaws, and with any special rules of order that APC may adopt.

Section 6. Appeals

All members are encouraged to directly communicate and resolve issues with other members prior to filing a complaint or grievance to the Executive Board.

An action of a member, committee, or chair may be appealed to the Executive Board. The complainant must demonstrate that the action is germane to APC before appeals will be considered. An action of the Executive Board may be appealed to the general membership after the member has addressed the issue in writing or in person at an Executive Board meeting.

Written notice containing specific complaints must be presented or delivered to the membership in accordance with these bylaws at least thirty (30) days prior to an official action at a membership meeting. A two-thirds majority of the votes cast by the membership is required to overturn any decision of the Executive Board except where otherwise specifically stated in these bylaws.

Section 7. Recall

Any elected official or chair may be recalled by the APC membership. A recall motion shall be made in accordance with Roberts Rules of Order Newly Revised.

Written notice containing specific complaints must be presented or delivered to the Executive Board or to the membership at least thirty (30) days prior to the presentation of a recall motion at a meeting in compliance with these bylaws. A two-thirds majority of the votes cast shall sustain the recall.

Section 8. Amendments

Bylaws may be amended, including adoption and repeal, after the amendment has been submitted, in writing, to all members at least fifteen (15) calendar days prior to the vote as sent by announcement or newsletter through posted mail, e-mail, fax, and/or courier to the contact information as provided in the most recent update of the membership list. A two-thirds majority of votes cast shall sustain the amendment at any meeting in compliance with Article VII.

Section 9. Dissolution

APC shall use its funds and other assets exclusively to advance the mission and purposes stated in these bylaws. APC may be dissolved only upon the approval of two-thirds majority of the voting membership of APC. Upon dissolution of the association, any remaining funds or other assets shall be distributed to one or more nonprofit organizations established with purposes similar to those of APC and selected by the voting membership of APC to be the legal recipient(s) of such funds and other assets.

adopted on April 9, 1998
amended on July 9, 1998


Last Updated: 6 January 2007
Copyright © 1998-2007 Austin Paddling Club
All rights reserved.