1. |
Powers |
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Subject to any limitations as contained in the Constitution or By-Laws of the WPA or of the laws of the
State of California, all powers shall be exercised by the duly elected and qualified Board of Directors,
who shall control and manage the activities, policies and property of the WPA and likewise conduct and
transact all of the regular business of the WPA. The Board of Directors, by a majority vote, may make or
cause to be made for the WPA in its name any kind or type of contract or agreement(s) which the WPA may
lawfully enter into or be a party to.
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2. |
BOARD OF DIRECTORS |
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| 2.1 |
Offices of the Board of Directors: |
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2.1.1.
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The elected Directors of WPA shall be the President, Vice President, Secretary, Treasurer, and three (3) additional Board Members. These Directors shall make up the Board of Directors.
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2.1.2.
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No two offices shall be held by the same person.
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2.1.3.
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Directors must be a resident of the State of California.
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| 2.2 |
Advisors to the Board of Directors: |
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2.2.1.
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Advisors are non-voting members of the Board of Directors whose expertise and
experiences are deemed necessary by the Board for a specific project or a specific
matter of business before the Board.
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2.2.2.
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The immediate Past President shall be retained as an advisor to the Board of
Directors. They must be a member in good standing.
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| 2.3 |
Policies of the Board: |
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2.3.1.
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The Board of Directors may set written policy by majority vote to govern the various standing committees or activities of the Board. These policy statements shall not conflict with the By-laws of the WPA. After Board approval, the President may sign and execute all contracts in the name of the WPA, act as a general manager of the facilities, and act as spokesman of the WPA.
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| 2.4 |
Board Of Directors Procedures: |
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2.4.1.
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The Board of Directors shall meet no less than once in each month.
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2.4.2.
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There must be a quorum of the Board to conduct business. (See Quorum of Board of
Directors below.)
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2.4.3.
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A meeting of the Board of Directors may be chaired by the President or, in his
absence or at his request, the Vice President or by such Director as is appointed,
or elected for the purpose by a majority of the Directors present.
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2.4.4.
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The Board of Directors will follow Meeting Procedures set below by conducting
business as set by the Agenda Items.
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2.4.5.
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Conducting business items outside of Agenda Items on matters requiring immediate
action may be considered and voted on; provided additional items are agreed to be
added to Agenda Items by 2/3 of the Board members present at the meeting.
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2.4.6.
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A proposal to be presented for consideration by the Board shall have a discussion
period until each member present, who wishes, shall have made a statement on the
subject of not more than four (4) minutes duration and a single rebuttal of not
more than two (2) minutes. Each Speaker shall address the President and be
recognized before being allowed the floor. When no further discussion is desirable
or allowable, the President will accept a Motion and a vote will be taken. Action
on a motion shall be determined by a majority vote of the members present and voting.
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2.4.7.
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No member of the Board of Directors may vote or otherwise act by proxy at any
meeting of the Board of Directors.
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2.4.8.
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A Board member who is present at a meeting of the Board of Directors at which action
on any Board matter is taken shall be presumed to have assented to the action taken,
unless said Board member’s dissent, shall be entered into the minutes of the meeting.
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2.4.9.
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A show of hands or oral ballot shall decide all items of business presented to the
Board of Directors. A majority of votes shall decide all matters unless specified otherwise.
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2.4.10.
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A declaration by the Chairman that a resolution has been carried or rejected and entered into the minutes.
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2.4.11.
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At each meeting of the Board of Directors, a report of each director shall be
submitted containing a brief summary of the activities since the previous meeting.
Such report shall automatically become part of the minutes of that meeting
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3. |
ELECTION OF BOARD OF DIRECTORS: |
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The Directors shall be elected by a ballot, in person, electronic, or otherwise, for each office and may be
voted on by all active voting members present at the annual meeting. Those candidates receiving a majority
of votes cast for their respective office shall be declared elected and shall take office immediately
following adjournment of that meeting.
| 3.1 |
Eligibility: |
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| 3.1.1 |
To be eligible for nomination to any of the above offices, the individual must have
been a member in good standing.
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| 3.1.2 |
Be a member of the WPA for at least six months.
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| 3.1.3 |
Such an individual must either be present at the time of nomination, or have
previously indicated a willingness to accept the nomination to the Nominating
Committee or a member of the Board of Directors.
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| 3.1.4 |
In the event there are not enough eligible candidates for office, an ineligible
candidate may be nominated.
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| 3.1.5 |
The nominees for election to the Board of Directors, or the chair of any committee
shall be selected without regard to gender, race, creed, color, religion, national
origin, sexual orientation, age, political affiliation, archery ability or level of
archery participation.
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| 3.2 |
Method of Nomination of Directors:
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| 3.2.1 |
The Nomination Committee shall announce the anticipated date of the election 45 days
prior to that date and submit a slate of qualified candidates at that time through
the means defined in the document: WPA Communications Addendum.
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| 3.3 |
Additional Method of Nomination of Directors:
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| 3.3.1 |
Nominations for candidates to office may be made by any member in good standing of
the WPA at the election meeting, provided such nomination is accepted by the
nominee and is seconded by at least 3 other members in good standing present at the
meeting.
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| 3.3.2 |
Nominations may also be accepted from the floor during elections.
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| 3.4 |
Election Procedure: |
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| 3.4.1 |
Directors shall be elected with a majority vote by a ballot of members in good
standing at the March meeting of the WPA. Directors shall hold office for one year
from time of election. This shall include all appointments. Only official ballots
approved by the Board of Directors shall be counted at the election of Directors.
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| 3.4.1.1 |
All candidates shall be made fully aware of and must be
prepared to fulfill all the duties and responsibilities of the position.
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| 3.4.1.2 |
A brief description of the job duties and responsibilities shall be read
before the voting of each board position.
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| 3.4.1.3 |
A brief statement of the qualifications of the candidates may be presented
at the meeting; before the vote is taken.
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| 3.4.1.4 |
The secretary shall appoint one other person to work with them as a
scrutineer to receive and tabulate all ballots in complete confidence and
secrecy. The secretary shall be Chief scrutineer. A scrutineer can be any
member of the WPA not running for office.
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| 3.4.1.5 |
Each member in good standing, as defined in This Constitution and By-Laws,
shall be allowed to cast one vote for each office to be filled at the election.
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| 3.4.1.6 |
The candidate receiving the most votes for each position shall be declared
elected. In the event of a tie for any position, an immediate re-vote will
be held. In the event of another tie vote, the successful candidate shall be
determined by placing the name of each candidate having a tie on identical
pieces of paper, placing them in a container and one name being drawn by the
scrutineer.
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| 3.4.1.7 |
In the event there is no more than one person standing for election for a
vacant position, the President shall declare the one nominee elected by
acclamation.
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| 3.4.1.8 |
Current Directors shall hold over until their successors shall have been
elected and can take office.
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4. |
FISCAL YEAR: |
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| 4.1 |
The fiscal year of the WPA shall be from January 1st to December 31st. |
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5. |
MEETINGS: |
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| 5.1 |
Order Of Business And Procedure: |
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| 5.1.1 |
General order of business: |
| 5.1.2 |
Meetings of the WPA shall be conducted in accordance with “Robert's Rules of Order.”
Unless otherwise directed by these by-laws. |
| 5.1.3 |
All motions shall be decided by a majority vote unless otherwise required or
specified in these bylaws. Every vote or motion shall be decided by a show of hands,
or closed ballet.
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| 5.1.4 |
A proposal to be presented for consideration by the membership shall have a
discussion period until each member present, who wishes, shall have made a statement
on the subject of not more than four (4) minutes duration and a single rebuttal of
not more than two (2) minutes. Each Speaker shall address the President and be
recognized before being allowed the floor. When no further discussion is desirable
or allowable, the President will accept a Motion and a vote will be taken. Action
on a motion shall be determined by a majority vote of the members present.
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| 5.1.5 |
Minutes - The Secretary will keep a record of all motions, including a record of
voting. Discussion of motions will not be recorded. The reading of the minutes will
be approved by a majority vote of the Board.
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| 5.1.6 |
Adjournment of Meeting:Once any meeting of the members or of the Board of Directors
shall have been closed by a resolution to that effect, no further business may be
transacted at such meeting.
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| 5.2 |
Scheduled Board of Director Meetings: |
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| 5.2.1 |
Board of Directors shall meet no less than once a month at a time and place
determined by the previous meeting. |
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| 5.3 |
Scheduled General Meetings: |
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| 5.3.1 |
General membership meetings of the WPA shall be held on a regular basis, no less
than once every (2) two months, at a time and place which shall be determined by the
membership.
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| 5.3.2 |
Notice of all meetings, time and place, via email, phone and by placing fliers on
the range bulletin boards not later than five (5) days prior thereto, except in a
special emergency, or during any WPA function, when the president deems it necessary
to have an immediate meeting.
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| 5.3.3 |
No meeting shall be called at any location outside a ten-mile radius, unless all
members consent to such a change of venue.
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| 5.4 |
Annual Meeting: |
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| 5.4.1 |
There shall be held in each year a general meeting of the members at a time and
location chosen by the Board of Directors. The membership shall be notified in
writing of the date and location, not less than forty-five (45) days prior to the
date of the Annual General Meeting.
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| 5.4.2 |
At the Annual General Meeting, there shall be presented a report by each member of
the Board of Directors giving a brief summary of their activities during the
preceding year, the financial statement of the last financial year and the report
by the Treasurer on the current state of financial affairs of the WPA.
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| 5.4.3 |
The Annual General Meeting shall be chaired by the President, and all members of the
Board of Directors shall be present to answer questions put to them with regards to
their report or their activities or responsibilities during the preceding year.
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| 5.5 |
Special meetings: |
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| 5.5.1 |
A majority of the Board of Directors, the President, or Vice-President shall have
the right to call at any time, a special Ad Hoc Meeting Of The Members, Committee,
or of the Board of Directors, to consider an exceptional item of business.
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| 5.5.2 |
Special meetings shall be called as follows:
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| 5.5.2.1 |
By the President on their own motion.
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| 5.5.2.2 |
Upon the written request or petition of ten (10) members
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| 5.5.2.3 |
Upon the request of a majority of the Board.
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| 5.5.2.4 |
In the case of general meetings of members, notice shall be sent to the
club members at least seven (7) days before the meeting stating the
time, place and reason.
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| 5.5.2.5 |
No business other than that stated in the notice shall be transacted.
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| 5.5.2.6 |
Special Meetings may be held in a physical location, via e-mail,
telephone conferencing, or other like means.
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| 5.6 |
QUORUM – MEMBERSHIP MEETINGS: |
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| 5.6.1 |
The presence of at least twenty per cent (20%) of the voting members of the WPA at
any meeting called under the provisions of these By-Laws shall constitute a quorum
for the purpose of transacting the business of this Association.
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| 5.6.2 |
Unless otherwise stated in these By-Laws, a majority vote of the quorum shall be
sufficient to act upon and pass any measures or proposal properly brought before
it and such vote shall constitute the official act of the WPA.
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| 5.7 |
QUORUM – BOARD MEETINGS: |
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| 5.7.1 |
The Board shall meet at the call of the President. A majority of the authorized and
duly elected Board of Directors shall constitute a quorum for the transaction of
business. No business may be transacted nor any actions taken by the Board in the
event that less than a quorum is present at the start of any meeting.
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6. |
DUTIES OF DIRECTORS: |
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| 6.1 |
President: |
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| 6.1.1 |
The President shall serve as the chair of all WPA meetings, or may choose to appoint
any regular board member to serve in his place. They shall have the authority, with
board approval, to create new committee positions that are deemed to be in the best
interest of the WPA. Shall guide the WPA and set the tone and general direction of
the WPA. The president shall represent WPA interest in any dealings with the Easton
Sports Development Foundation, The Army Corp of Engineers, and/or the Department of
Parks and Recreation.
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| 6.1.2 |
They may be an advisor, at all regular and special committees, and shall perform all
such duties as usually pertains to his office.
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| 6.2 |
Vice President: |
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| 6.2.1 |
The Vice President shall assume the duties of president in his absence, or when the
president is incapacitated. In the absence of the President and Vice President any
member of the Board may be appointed as President Pro tem.
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| 6.3 |
Secretary: |
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| 6.3.1 |
The secretary shall keep all records of the Woodley Park Archers and shall keep a
true and accurate record of all meetings of the WPA; shall prepare minutes of the
Board meetings, and shall act as record keeper and historian regarding all Woodley
Park Archers issues. All minutes and correspondence pertaining to the WPA are to be
kept for at least two (2) years.
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| 6.4 |
Treasurer: |
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| 6.4.1 |
The Treasurer shall receive, deposit and have charge of all funds, donations, or
other valuables gifted to the WPA. The treasurer shall place WPA funds in accounts
approved by the Board. The Treasurer shall keep an accounting of such funds and give
a monthly financial report to the board. The Treasurer shall collect moneys, and
promptly pay all bills approved for payment by the Board. The Treasurer shall be
responsible for the removal of donations from the Range Donation Box and shall keep
one of the two keys thereof. All collections shall be performed by two board members.
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| 6.4.2 |
The Treasurer shall sign checks, drafts and/or orders for the payment of money,
maintain detailed records of items by receipts and expenditures, present a report at
monthly meetings, present a yearly report at the Annual meeting and exhibit the
books and accounts upon request of any (5) five members in good standing.
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| 6.4.3 |
The Treasurer shall be accountable for all funds, monitory records and documents.
For current policies and procedures, see WPA Expenditures and Reimbursement addendum
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| 6.4.4 |
An audit of the books of the Treasurer may be conducted at the expiration of his
term in office and if conducted, shall be certified to as true and correct by the
Board of Directors
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| 6.5 |
Additional Board Members: |
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| 6.5.1 |
The additional Board Members along with the other Board members shall act as liaison
to the various WPA committees and shall further the goals of the WPA.
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| 6.6 |
Resignation of Directors: |
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| 6.6.1 |
Any Officer may resign at any time upon written notice to the Board of the WPA. Such
resignation shall become effective upon receipt of such notice. The Board of
Directors shall fill the vacancy created by the resignation of any Officer.
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7. |
SUSPENSION OR EXPULSION OF MEMBERS: |
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| 7.1 |
The Board of Directors may expel any member of the board upon finding that such director is not
attending to the duties of the position, fails to maintain participation in board activities,
exhibits conflict of interest, or is bringing the WPA into disrepute.
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| 7.2 |
Any member, committee chair, or Board of Directors member may be suspended, or removed from
office by a majority vote of the Board at any special meeting called for that purpose. The
officer being considered for removal may not vote. No vote on suspension or removal may be taken
unless fifteen-days notice in writing shall have been given to the member stating the reasons
for his removal and the time and place of the special meeting at which such ballot on his
removal is to be taken. At such a special meeting, the member shall be given a full hearing.
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| 7.3 |
A complaint may be initiated against a member by presenting to the Board of Directors, a Formal
Written Complaint. The charges shall be in writing clearly stating the facts relied upon and
accompanied by affidavits or exhibits, which are to be used in their support. The president will
call a meeting of the Board to hear the charges. The secretary will give at least fifteen-days
notice of the meeting to each member of the Board and to the accuser and to the accused, which
notice shall be in writing and will include a true copy of the charges and of the supporting
affidavits and exhibits.
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| 7.4 |
Any member suspended or expelled by the executive committee may appeal to the full membership of
the WPA. The member may be reinstated upon appeal, if approved by two-thirds of the membership
voting. Voting shall be by secret ballot.
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| 7.5 |
A Board member who is absent from three (3) consecutive Board Meetings, without explanation or
good cause, shall be considered as having resigned, removal shall also occur if the Director
does not participate in the activities of the WPA, so that serious doubts are raised as to his
interest in the affairs of the WPA.
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| 7.6 |
The Board of Directors may suspend membership for a specified time and may impose conditions
precedent to the lifting of the suspension;
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| 7.7 |
Prior to bringing a motion before the Board of Directors to terminate or suspend membership the
Board of Directors must notify the individual involved that such action will be considered at
the next meeting of the Board of Directors. The individual will be advised that they have the
right to attend the meeting and present their version of the facts, which lead to the motion;
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| 7.8 |
Any decision by the Board of Directors to terminate or suspend membership requires a majority
vote of the Board of Directors. Such a vote shall be taken by secret ballot.
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8. |
VACANCIES ON THE BOARD OF DIRECTORS: |
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| 8.1 |
In the event that a Board vacancy occurs, the Board of Directors shall fill the office vacated
from the membership at large. Said appointment shall be in force for the remainder of the term
of the vacant office. In the event that this vacancy is that of the President the Vice-President
shall assume this office, and subject to the Board of Directors approval, appoint a new
Vice-President;
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| 8.2 |
A vacancy in the Board may be filled by a majority vote of the remaining members of the Board.
If more than one vacancy exists, however, a special meeting of the WPA shall be called and new
Directors shall be elected to fill the vacancies, these Directors shall hold office until the
next annual election.
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| 8.3 |
Any Officer or Committee Chairperson of the WPA who has vacated their position or has been
removed for whatever reason shall return all records, property, and/or funds of the WPAs to any
member of the Board of Directors within three (3) days of such a vacancy or removal. If said
Officer is unable to return the records, property, or funds, he shall direct an agent to do so.
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9. |
REVENUES AND EXPENDITURES: |
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| 9.1 |
All checks, bills of exchange, orders for payment of money, notes and any evidence of
indebtedness, are subject to the WPA Expenditure and Reimbursement Addendum.
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| 9.2 |
The members of the Board of Directors shall not receive any remuneration for acting as such but
may receive compensation for expenses incurred to fulfill their duties.
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| 9.3 |
All expenditures of the WPA, or commitment of WPA resources or property, pre-approved by the
Board of Directors and reviewed before funds are committed. Payment will be made at the
discretion of the Board of Directors.
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| 9.4 |
A Board member shall not be a co-signatory on any check made out to a family member. In addition,
no two Board members from the same family shall be co-signatories on WPA checks.
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| 9.5 |
No member of the WPA shall receive monetary gain from any WPA function, except for a legally
licensed business owned by a member furnishing a product or service to the WPA. Such product or
service shall be obtained after receiving no less than 2 bids which shall be approved by the board.
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10. |
COMMITTEES: |
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| 10.1 |
Each Committee shall make their own regulations, subject to approval by the board of directors.
Review and approval of committee plans shall continue on an ongoing basis. Any significant plan,
such as a work party, must be approved and coordinated with the Board. Any committee function
requiring any funding or the use of WPA resources must be pre-approved by the board before commencing.
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| 10.2 |
Examples of Committees: |
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| 10.2.1 |
Social
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| 10.2.2 |
Communication Coordinator
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| 10.2.3 |
Tournament
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| 10.2.4 |
Fundraising a. Grant writing
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| 10.2.5 |
Range Maintenance / Beautification
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| 10.2.6 |
Range Equipment
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| 10.2.7 |
Newsletter
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| 10.2.8 |
Community Outreach
- Web Site
- Bulletin Board
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| 10.2.9 |
Membership
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| 10.2.10 |
Coach Development
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| 10.3 |
The President may direct committees to consider and take action on any subject referred to them,
provided any such committee may not exceed the powers given in their mandate.
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| 10.4 |
Every Board member is encouraged to participate in at least one committee. The president of the
Woodley Park Archers, with board approval, shall appoint people to fill the vacancies of any
standing committee. The chair of each committee shall be elected from within the voting body of
the members of that committee.
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| 10.5 |
Committees with specific assignments may be appointed by the Woodley Park Archers President
upon approval of the board. Such committees shall report to the chairman who shall submit their
findings to the board for action.
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11. |
AMENDMENTS TO THE CONSTITUTION AND BY-LAWS: |
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| 11.1 |
The Constitution, or the By-Laws of the Woodley Park Archers may be amended as follows; All
changes shall be by an affirmative two-thirds vote of the members present and voting, including
mail in ballots, electronic and otherwise.
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| 11.2 |
Any proposed amendments to the constitution, or by-laws may be proposed by a majority vote of
the Board, or introduced by any member of the WPA in good standing at any regular meeting. The
amendment must be presented in writing and made available for review by the membership for a
period of one month or until the date of the next regular meeting. The proposed amendment will
be read at the next regular meeting and voted upon at the following regular meeting.
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| 11.3 |
The Board may suggest approval or disapproval to the General Membership, however, other by than
their individual vote, the Board shall have no power to adopt, amend, or repeal the By-laws or
Constitution of this Association.
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12. |
DISSOLUTION: |
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| 12.1 |
The members of the WPA may dissolve and close the affairs of this association subject to the
following procedures and conditions; A Special Meeting MUST be called by a 3/4 majority of the
Board or by fifty percent of the regular members in writing stating the reasons for such
dissolution. Such notice shall be presented to the Secretary at least thirty (30) days prior to
such a meeting. The Secretary shall send copies of said notices to all members at least
twenty-one (21) days prior to such a meeting. In order to dissolve this Association a
Three-fourths vote of all members in good standing shall be required by mail.
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| 12.2 |
In the event that dissolution is so voted, no assets of the WPA, financial or otherwise, shall
inure to the benefit of any member of the WPA. Upon dissolution of the WPA, all archery
equipment including but not limited to: bows, arrows, targets, and target butts owned by the
WPA, shall revert to an archery association of like purpose, which shall be determined by a
majority vote of the board. The money from savings and/or checking accounts remaining after
payment of all costs, charges and expenses previously owed, and those which are properly
incurred in preparation for dissolution shall be distributed to an organization or association
with a similar purpose chosen by the Board. This provision shall be unalterable.
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13. |
TOURNAMENT AND RANGE RULES: |
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All archery tournaments and range activities held, sponsored, or approved by the WPA shall be governed by
the rules and regulations of the Woodley Park Archers and the applicable national governing body and shall
maintain membership in USA Archery, National Field Archery Association (NFAA), or another accredited archery
association. All members and Directors shall conduct WPA activities on the range in compliance with the rules
and regulations of the WPA and the governing membership body.
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14. |
INTERPRETATION: |
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The Board of Directors shall interpret the By-Laws. |
