ARTICLE I - NAME
The name of the Association shall be The Grand Marais Sno-Trails Association.
ARTICLE II - PURPOSE
To promote and support the sport of snowmobiling and snowmobile tourism in the Grand Marais area for the benefit of the community.
ARTICLE III - ORGANIZATION
The Association shall be a non-profit corporation organized upon a non-stock, membership basis. The corporation currently holds assets consisting of $5,061.13 in cash, used hand tools and supplies valued at $500, fuel reserves of approximately $1600.00, and ½ ownership of a storage shed valued at $500.00 ($1000 total). The corporation will be financed through the State of Michigan, Department of Natural Resources, Recreational and Snowmobile Trail Grants Program, membership dues, and fund raising activities as necessary.
ARTICLE IV - ADDRESS OF THE CORPORATION
The registered office of the corporation shall be:
N14266 Campbell Street, Grand Marais, MI 49839
The mailing address of the registered office shall be:
PO Box 122, Grand Marais, MI 49839
The name of the resident agent at the registered office shall be:
Kay L. Wampler, Secretary/Treasurer
ARTICLE V - NAMES AND ADDRESSES OF THE INCORPORATORS
Timothy Swift, PO Box 331, Grand Marais, MI 49839
Norman C Geiger, PO Box 250, Grand Marais, MI 49839
Kay L. Wampler, PO Box 152, Grand Marais, MI 49839
David Cook, HCR 43 Adams Trail, Seney, MI 49883
John Bauknecht, PO Box 386, Grand Marais, MI 49839 - Resigned 6/30/2005
ARTICLE VI - MEMBERSHIP
SECTION 1: ELIGIBILITY
Persons, firms, corporations, associations, partnerships, or estates interested in the commercial, industrial, recreational, economic and civic progress of the Grand Marais area shall be eligible for active membership. Active members shall enjoy all of the rights and privileges including the right to vote. Firms, corporations, associations, and estates shall be entitled to designate a representative (alternates) to act in their behalf. Upon application by any of the above, applicant shall be accepted by the Board upon a two-thirds vote thereof.
SECTION 2: CLASSES OF MEMBERSHIP
There shall be two (2) classes of membership, consisting of active members and associate members.
SECTION 3: ACTIVE MEMBERS
Active members to pay dues set by guidelines and are entitled to vote and hold office.
SECTION 4: ASSOCIATE MEMBERS
Associate members can make a donation at any time at no set dollar amount and have privileges for one year like an active member except voting and holding office. Minutes are available upon request.
SECTION 5: VOTING
Each active member shall have one (1) vote on all matters requiring a vote by the members. In good standing, the member shall be entitled to appoint one (1) voting representative in their absence. Such representative to cast the one (1) vote from the member in any poll or election.
SECTION 6: DUES STRUCTURE
Annual membership dues shall be at such rates as set by the active members, due and payable by July 1st.
SECTION 7: MEMBERSHIP AGREEMENT
Upon acceptance, new members will be briefed on the dues requirement and given a copy of the by-laws. Notification of meetings, minutes, and other materials will be provided to members as necessary. Members must attend a minimum of ½ the general meetings of the Association and participate in at least 1 fund raising activity per year in order to maintain a status of "Good Standing" with the Association. Failure to maintain such status shall result in revocation of voting privileges until such time as their status is returned to "Good Standing".
SECTION 8: TERMINATION OF MEMBERSHIP
Resignation: Any member of the association may resign by giving the Board of Directors a written notice of intent to resign, and the resignation shall be effective thirty (30) days after notice.
ARTICLE VII - MEETINGS
SECTION 1: ANNUAL MEETING
The annual meeting of the membership, to include all active members in good standing, shall be held on the first Monday of June to conduct election of officers, acceptance of budgets, and other business as necessary. Officers and Board of Directors shall be obligated to attend. The majority of active members in attendance shall determine all votes.
SECTION 2: SPECIAL MEETING
Any officer may call special meetings as necessary with twenty-four (24) hour notice of such meetings given to all Active members in "Good Standing".
SECTION 3: GENERAL MEETINGS
Regular meetings of the active members shall be held monthly during the months of September through May. The place of the each meeting will be determined and notification to the members shall be made at the meeting prior.
ARTICLE VIII - DUTIES OF THE OFFICERS
SECTION 1: BOARD OF DIRECTORS (EXECUTIVE BOARD)
The Board of Directors shall consist of the officers of the Association and 2 to 4 Trustees as appointed by the membership of the Association.
SECTION 2: ELECTED OFFICERS
Election of officers, as listed in Sections 3 through 6, shall be conducted at the annual meeting in June of each year and shall be elected to serve a term of one (1) year beginning July 1st.
SECTION 3: PRESIDENT
The President shall have the authority and responsibility to preside over all meetings of the Association, shall be listed as the Grant Sponsor on all DNR filings, and to appoint any member to help with the necessary operations of the Association. The President shall also have the authority and responsibility to act as a representative of the Association in all legal matters.
SECTION 4: VICE PRESIDENT
The Vice President shall have the authority and responsibility to function in every capacity as granted to the President in their absence, for any reason. The Vice-President shall also have the authority and responsibility to assume the position of the President in the event that the President is unable to perform and to appoint a member of the Executive Board to fill the vacancy of the Vice-President, until the next annual meeting of the membership.
SECTION 5: SECRETARY
The Secretary shall be present at all meetings and shall record the minutes and actions of the active membership. The Secretary shall also handle all matters of correspondence for the association.
SECTION 6: TREASURER
The Treasurer shall preside over all meetings in the absence of the President and Vice President. The Treasurer shall be responsible for paying the bills of the Association, invoicing customers, receiving payments, depositing funds and such other needs as they relate to the finances of the Association. The Treasurer shall be responsible for monthly Treasurer’s reports, including income and expense transactions.
ARTICLE IX - FINANCES
SECTION 1: FUNDING AND DISBURSEMENTS
Funding of the Association shall be derived through grants from the Department of Natural Resources, fund raising activities, donations, and membership dues. Consideration of other funding sources shall require approval by resolution of the Board of Directors, including bank financing, grant applications, and sale of assets. Disbursement of funds shall require the signature of two (2) elected officers. No funds shall be distributed for purposes other than those provided for in the budget and amendments thereof. The Treasurer shall be authorized to make disbursements as provided for in the budget without additional approval.
SECTION 2: ANNUAL AUDIT
Treasurer shall provide an end of season report at the May meeting to include but not limited to Balance Sheet, Profit and Loss Statement, Budget, Overall Operational Summary, etc... The treasurer shall also have the authority and responsibility to perform and sign such filings as required by the IRS, the State of Michigan, and other governmental and regulatory bodies without further approval of the Association, its Officers or Board of Directors.
ARTICLE X - AMENDMENTS and BY-LAWS REVISION
The Association By-Laws may be amended or modified with the approval of the majority of active members, in "Good Standing", during the annual meeting.
ARTICLE XI - DISSOLUTION
At such time as the Association ceases to exist, the cash assets and materials owned by the Association shall be given to an organization exempt per Section 501 (c) (3) or 501 (c) (4) of the IRS code as determined at the time of dissolution.
We, the incorporators, sign our names this 8th day of June, 2003 in accordance with the wishes of the membership as displayed in the attached resolution and hereby adopt these Articles to be the organizational documents and By-Laws of The Grand Marais Sno-Trails Association.
Resolution of the Grand Marais Sno-Trails Association
Be it resolved that we, the members of the Grand Marais Sno-Trails Association, wish to form a non-profit corporation for the purpose of promoting and supporting the sport of snowmobiling and snowmobile tourism in the Grand Marais area for the benefit of the community. As such, we hereby adopt these Articles of Incorporation and By-Laws (attached) as the organizational documents and general operating guidelines of the Association.
Role Call Vote: Timothy Swift, aye
Norman C Geiger, aye
David Cook, aye
John Bauknecht, aye
Kay L. Wampler, aye
Dated June 8, 2003
I do hereby attest this to be an original reporting of actions taken
at the first meeting of the members of the Grand Marais Sno-Trails
Association.
Kay L. Wampler, Secretary/Treasurer Dated 06/08/2003