CONSTITUTION of the Finger Lakes Ontario Watershed Paddlers' Club Rochester, New York

ARTICLE I     Name
The name of the organization is the Finger Lakes Ontario Watershed Paddlers' Club, or more commonly, the FLOW Paddlers' Club.

ARTICLE II     Mission
The mission of the Club is to provide a full-service local organization serving all segments of the paddling community in western New York, from those seeking the solitude of the back country or quiet water of ponds and lakes to those craving the crashing of the waves. Our goals are to spread the rewards of paddling through educational programs and opportunities, to provide interest-specific services to paddlers, and to encourage paddlers to meet, to learn, and to teach each other. The Club is dedicated to improving river access and to protecting our aquatic environment. Finally and most importantly, the Club is pledged to promote and improve the safety of this adventure sport.

ARTICLE III     Membership

Section 1. Individual membership The Club is open to any person who subscribes to the purposes and goals of the Club, who applies in writing and completes the annual Waiver Form, and who pays the annual dues. Approximately four times each year the Club publishes a Membership List and makes it available to the members. All members will be listed in this roster unless they request in writing not to be so listed.

Section 2. Corporate sponsor membership Any paddling shop or business wishing to support the Club and its goals and objectives, and paying the annual fee may become a corporate sponsor. A FLOW Corporate Sponsor is entitled to a number of benefits such as advertising space in FLOWlines, publication of sponsor-related articles in FLOWlines, an electronic subscription to FLOWlines, advertising space on the FLOW website, and other benefits which depend on the sponsorship level. The subscription to the Club newsletter and the individual membership list is made available to corporate sponsors with the proviso that it not be sold or given to other businesses. A representative of a corporate sponsor may also be an individual member of FLOW unless he or she engages in activities that promote the corporate sponsor�s profit-making pursuits. Sponsorship level benefits and fees are approved by the Steering Committee upon recommendation by the Corporate Sponsorship Chairperson.

Section 3. Expulsion of a Member. An individual or commercial member may be expelled from the Club for behavior unbecoming to the Club, its goals and purposes. Expulsion will be completed by a unanimous recommendation of the Steering Committee followed by a 2/3 majority vote of the Club members present at the next general meeting. Dues are not refunded to the expelled member.

ARTICLE IV     Steering Committee

The Steering Committee consists of the Officers of the Club and the Chairpersons of Standing Committees. The Steering Committee determines policies, nominates a slate of officers, and except where specified elsewhere in this Constitution, manages all ongoing fiscal and other business of the Club. Steering Committee meetings are normally held monthly. A quorum for Steering Committee meetings is four Committee members. Participation in the meetings of the Steering Committee is the most important function of the Officers and Chairpersons of the Club. Any Club member in good standing may attend a Steering Committee Meeting to participate in discussion, but not to vote.

ARTICLE V     Elected Officers

Section 1. The elected Officers of the Club are the President, an Open Water Vice President, a Whitewater Vice President, the Secretary, and the Treasurer.

Section 2. Each Officer of the Club shall serve a term of 2 years, and may not serve more than two consecutive terms.

Section 3. The President presides at Club and Steering Committee meetings, appoints and removes ad hoc committees, directs the activities of the Club, and acts as spokesperson for the Club.

Section 4. One of the Vice-Presidents presides when the President is absent, and both assist the President in conducting the functions of the Club. The Open Water Vice President focusses on coordinating open water functions while the Whitewater Vice President concentrates on whitewater activities.

Section 5. The Secretary maintains a written record of the monthly Club meetings and the Steering Committee meetings, with especial attention to votes and decisions taken. The practice of distribution or publication of these records shall be determined by the Steering Committee. The Secretary is responsible for correspondence relating to Club activities.

Section 6. The Treasurer receives all monies due the Club, pays all proper bills out of funds on hand, maintains proper financial records, submits a financial report at each Club and Steering Committee meeting, prepares an end-of-year report and submits the annual budget for approval by the Steering Committee and the general membership.

ARTICLE VI     Nominations, Elections and Impeachments

Section 1. Nominations. The Steering Committee shall submit a slate of candidates for office by mid-November. The President may appoint an ad hoc Nominating Committee to generate a list of suitable candidates. The proposed slate shall be made available to all members in December. Additional nominations for office may be made by petition supported by signatures of 15 members in good standing to the Steering Committee by the end of December.

Section 2. Elections. The Officers of the Club shall be elected at the January meeting by a simple majority vote of those members present. In the case where no candidate receives a simple majority, the candidate with the least number of votes shall be eliminated and a new ballot cast. This process shall continue until one candidate receives a simple majority.

Section 3. Vacancies. In the event of the resignation of an Officer between elections, the Steering Committee shall fill such a vacancy by simple majority vote.

Section 4. Impeachment of an Officer. Removal of any officer for cause may be proposed by any Club member in good standing. The impeachment shall be complete when proposed, seconded and discussed at a general Club meeting, or on the Message Board, followed by approval of a 2/3 majority of the members present at the next consecutive Club meeting, or by mail. A quorum of at least half of the Club membership must be present for, or participate in, this impeachment vote, and notification must be served to all members at least two weeks prior to the impeachment vote.

ARTICLE VII     Committees
Standing committees may be appointed and dissolved as deemed necessary by the Steering Committee to fulfill the purposes and functions of the Club. Appointment and dissolution of standing committees is subject to the approval of the membership

• Standing committee chairpersons shall be appointed and removed by the Steering Committee.
• At present, the standing committees are Conservation, Instruction, Newsletter, Programs, Public Relations, Membership, Corporate Sponsorship, Quartermaster, Library, and Trips.
• Ad hoc committees and their chairpersons shall be appointed and removed by the President of the Club as deemed necessary to fulfill the purposes and functions of the Club.

ARTICLE VIII     Meetings
General meetings of the Club may be held on the second Thursday of a month, with no meeting in December. The number of meetings to be held each year is determined by the Steering Committee. To allow approval votes by the general membership to be held on a timely basis, however, at least two business meetings shall be held each year. A quorum for votes at general meetings shall be 10% of the total membership. Unless otherwise noted, approval votes at general meetings shall be carried by simple majority of those members present. While business is usually conducted informally, Roberts Rules of Order shall be the default procedure followed.

ARTICLE IX     Finances
Section 1. Salaries. The Club is a non-profit organization. No officer or chairperson shall receive a salary, all services being rendered to the Club pro bono.

Section 2. Annual Budget Before the start of each fiscal year, the Treasurer, with the help of the officers, shall prepare an annual budget for the Club for that fiscal year. This budget shall be reviewed and approved by the Steering Committee. After Committee approval, the proposed budget shall be put to a vote of the membership, usually at the January meeting. Approval of the budget authorizes the Steering Committee to expend funds as specified in the approved portions of that budget.

Section 3. Expenditure of Funds Expenditures on items not included in the Budget can be approved as follows:

• For any amount of $50 or less, the expenditure may be approved by the Treasurer and reported to the Steering Committee.
• For any amount of $1000 or less, funds may be expended when a majority of the Steering Committee votes to authorize payment. Notice of such expenditures shall be reported to the membership.
• For any amount greater than $1000, a majority of the Steering Committee must recommend the expenditure, and reach approval of the Club membership by majority vote.

Section 4. Audit When required by majority vote of the members of the Club, the President, with the approval of the Steering Committee, shall appoint a three member committee to audit the Club's financial records. The audit committee shall report their findings to the Steering Committee, who shall circulate those findings to the membership.

Section 5. Dues and Fees Dues for individual members and fees for corporate sponsors shall be set by the Steering Committee.

ARTICLE X     Fiscal Year
The fiscal year of the Club begins on January 1 and ends the following December 31.

ARTICLE XI     Amendments to this Constitution

Proposed amendments to this Constitution may be made by any member of the Club. After being seconded and discussed, the proposal shall be submitted in writing to the President and shall be circulated to the membership one month before the proposed amendment shall be put to a vote. The proposed amendment shall become effective when seconded and approved by a 2/3 majority of the membership.

ARTICLE XII     By-Laws

By-laws, or additional rules governing Club activities, may be passed by the following process. After being moved and seconded, the proposal shall be circulated to the membership one month prior to being put to a vote of the membership. The proposed by-law shall become effective when approved by a simple majority of the membership.

ARTICLE XIII     Dissolution of the Club

In the event of the dissolution of the Club, ratifiable by majority vote of the membership, all assets of the Club shall be distributed to such charitable, non-profit organizations as may be selected by the Steering Committee in order that the assets then owned by the organization shall be devoted to the purpose set forth herein or as closely allied thereto as is possible. In no way shall any of the assets of the Club or the proceeds of any of the assets, in the event of dissolution, go or be distributed to members, either for the reimbursement of any sums subscribed, donated, or contributed by such members, or for any other such purpose.

ARTICLE XIV     Affiliation with Other Organizations

Section 1. FLOW may enter affiliations with other organizations with the approval of the Steering Committee, followed by a majority vote of the membership.

Section 2. Any such affiliation may be dissolved by majority vote of the membership following a month's notification to the membership

Revised

March, 2007