Bylaws of Trail Mix, Inc.

Effective January 2002 Amended November 2011

Article I
Name and Offices

Section 1: The name of the Corporation shall be Trail Mix, Inc.

Section 2: The principal office of Trail Mix Inc., hereinafter entitled the Corporation, shall be in the City and Borough of Juneau, Alaska or in such other place as designated by resolution of the Board of Directors hereinafter entitled the Board.

Article II
Mission and Goals

Section 1: The Mission of Trail Mix, Inc. is to be the steward of a safe and enjoyable Juneau Trail System by bringing people and resources together for trail planning, building, maintaining, and activities.

Section 2: The Goals of Trail Mix, Inc. are to provide (a) donated community work assistance for trail repair, maintenance and development and (b) cost effective coordination of the activities of citizens, trail user groups, non-profit trail groups and municipal, state and federal agencies responsible for building and maintaining public trails in the City and Borough of Juneau and surrounding regions, (c) provide education regarding trail information and trail use, and (d) to hire employees and raise funds to carry out these objectives.

Section 3: Trail Mix, Inc. shall not discriminate against any person or entity for any reason whatsoever.

Article III
Powers and Duties of Corporation

Subject to approval as necessary by appropriate public land managers, the Corporation shall have the following general powers and duties consistent with these bylaws and applicable laws, ordinances, regulations and other legal requirements. These powers and duties are in addition to those general powers of non-profit corporations authorized under AS 10.20.011:

  1. Authority and duty to take the lead in developing trail repair and maintenance plans.
  2. Authority and duty to perform trail repair and maintenance activities in accordance with maintenance and repair plans.
  3. Authority and duty to take the lead in developing short and long-range use and development plans.
  4. Authority to design and construct development projects (or contract for the design and construction.)
  5. Authority to organize and manage volunteers for these purposes.
  6. Authority to hire staff dedicated to trail matters either independently or through the CBJ or other entity.
  7. The advisory authority and duty to participate in the process of development of land use regulations associated with commercial and recreational trail use.
  8. Authorities to accept, manage, and convey real and personal property and interests in real and personal property.
  9. Authority to provide and/or contract for legal, accounting, financial, risk management and procurement services (in conjunction with the CBJ or other entity).
  10. Authority to create advisory committees, organize membership participation and charge membership dues.
  11. Authority to accept and use funds from public and private sources for trails and related purposes.
  12. Advisory authority to participate in any fee setting process for use of trails and for other related purposes.
  13. Authority to request the issuance of revenue bonds through the CBJ or some other public entity.
  14. The authority to participate in the process of developing rules and penalties associated with trail use.
  15. The authority to lobby and advocate on behalf of the mission and goals of the corporation.

Article IV
Corporation Property

Section 1: The Board of Directors shall be responsible for authorization and safekeeping of all tangible and intangible assets of the Corporation. The Treasurer shall be responsible for keeping and maintaining an accurate record of all of the corporation’s assets.

Section 2: Neither the membership lists, nor assets, both tangible and intangible, of this corporation shall be used for any purpose other than this corporation’s business.

Section 3: The membership list of Trail Mix, Inc. is the sole property of the corporation and may not be used by other persons or organizations for non-corporate purposes unless approved by the Board of Directors. A member wishing to use the mailing list for corporation business must request of the Board President and Membership Chairperson in writing and provide sufficient materials and postage to the Executive Director for distribution by the Executive Director to all corporation members.

Article V
Members

Section 1: The members of this corporation are all persons who subscribe to the mission and goals of this organization and whose dues are currently paid.

Section 2: A member’s dues that are not paid within 30 days from the anniversary date shall be deemed delinquent. A person, 18 years of age or older, who has been a member for 30 days and whose dues are not delinquent is eligible to vote. The anniversary date will be one year from the date paid dues are received and recorded by the corporation.

Section 3: The Board of Directors shall set the amount of annual dues.

Section 4: The members shall have the power and duty to elect the Board of Directors and any other powers and duties delegated by the Board of Directors by resolution.

Section 5: No member, by virtue of being a member of the corporation, shall be liable for the debts, liabilities or obligations of the corporation.

Article VI
Annual and Special Membership Meetings

Section 1: The Corporation shall hold an annual meeting of the Membership. The meeting shall be publicly advertised.

Section 2: The purpose of the annual meeting shall be to:

(A) elect Board members;

(B) hear reports on action taken during the past year;

(C) conduct other business as necessary.

Section 3: In the event that the Board recommends proposals (including amendments to these bylaws) that must be approved by the members in accordance with Article V, Section 4 of these bylaws the members shall then decide such proposals in due course.

Section 4: An affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the subject matter is the act of the members, unless the vote of a greater number is required by the Articles of Incorporation or these Bylaws.

Section 5: The president shall call a special meeting of the membership upon a written signed request of 5 members no later than 30 days after the receipt of such request. The purpose of the meeting shall be stated in the written request. At least 15 days’ notice of the meeting shall be given to the members of the corporation. No business other than that for which the special meeting is called shall be transacted. Ten days’ notice of a special meeting shall be given in a newspaper of general circulation and by announcing the meeting on the Corporation web site.

Section 6: All voting shall be in person.

Article VII
Board of Directors

Section 1: The Board of Directors shall manage the affairs of the corporation.

Section 2: The Board will consist of at least 6 and no more than 10 voting public members representing an appropriate cross section of the community, and ex officio voting members representing the CBJ, Alaska Department of Natural Resources and the U.S. Forest Service.

Section 3: Nominations to fill Board seats will be determined by the Board who will strive to achieve diversity.

Section 4: The Board shall elect the following officers and chairpersons: President, Vice President, Secretary, and Treasurer. The Board may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by the Board.

Section 5: Officers shall be elected annually and serve as prescribed under “Duties of Board Members and Officers” until their successors are elected or appointed.

Section 6: Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation would be served thereby, but such removal shall be without prejudice of the contract rights, if any, of the officer so removed.

Section 7: In the event that a Board Director resigns prior to the expiration of his or her term, the Board shall fill Board vacancies as soon as possible. The newly elected Board member will complete the term of the former Board member he or she is replacing.

Section 8: The term of each Board Director shall be staggered 3 years. The Board will devise an appropriate method for assigning staggered terms.

Section 9: The corporation shall arrange for the publication of notice of vacancies on the Board of Directors.

Section 10: No member of the corporation may hold more than one office of the corporation at a time.

Section 11: Mandatory Resignation.

(A) A Board Director with three unexcused consecutive absences or four unexcused absences from regular Board meetings in a term year shall have resigned effective at the meeting at which the third consecutive or fourth in a term year absence occurs. An unexcused absence is defined as absence by a board member who has not given notice prior to the missed meeting.

(B) A Board Director who has resigned under Section (A) above may not be re-nominated during the term of the current Board.

(C) A Board Director engaged in formal legal action against the corporation, its employees or members on a corporate matter, shall have resigned effective upon initiation of the action.

(D) A Board Director who has resigned under Section (C) above may not be reappointed until the formal legal action has been resolved.

Section 12: A conflict of interest shall be declared in writing by any Board Director who may profit from goods or services offered to Trail Mix, Inc. by themselves, spouse, relative, business partner, household member, employee or employer of a Board member. If a conflict of interest exists, the Board Director may not vote on any matter before the Board relating to the transaction.

Section 13: The Board may not obligate the corporation for more than two years in any contractual agreement for personal services.

Section 14: The Board may adopt operating rules and policies regarding corporate matters consistent with the Articles of Incorporation and these Bylaws.

Section 15: Authority and approval by a Board Director can be vested verbally, electronically or in writing.

Section 16: The Board may amend these Bylaws by the vote of at least 75 percent of the voting members of the Board present at a meeting where there is a quorum. Any such amendment of the Bylaws will be subject to approval by the members in accordance with Article V, Section 4 of these bylaws at the next annual or special membership meeting. The amendment of these Bylaws will be effective and in force until either approved or rejected at a membership meeting.

Article VIII
Board Meetings

Section 1: An annual meeting of the Board of Directors shall be held for the purpose of electing officers and for the transaction of such other business as may come before the meeting. A specific date shall be established by the Board of Directors thirty (30) days in advance. If the election of officers is not held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Board of Directors as soon as is convenient.

Section 2: The Board of Directors may provide, by resolution, the time and place for holding regular meetings.

Section 3: Special meetings of the Board of Directors may be called by, or at the request of, the President or any 3 Board Directors, and shall be held as soon as practicable at such place as the Board of Directors may determine.

Section 4: Notice of any special meeting of the Board of Directors may be given by telephone or email to the Board of Directors if delivered at least twenty-four (24) hours prior to the meeting. Any Board Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting will be specified in the notice or waiver of notice of such meeting.

Section 5: A majority of the number of voting Directors constitutes a quorum. The act of a majority of the Directors, present at a meeting at which a quorum is present, is an act of the Board of Directors, unless, a greater number is required by the Articles of Incorporation or these Bylaws.

Section 6: All annual and regular meetings of the Board of Directors shall be publicly noticed in advance. The Board will determine the means and manner of such notice.

Section 7: All meetings of the Board of Directors shall be open to the public except that a meeting may be closed to go into executive session to discuss matters of personnel, payroll, contracts or pending litigation. The subject of such executive session shall be stated prior to the session and shall be limited to the stated matters. An executive session is defined as a private meeting of the Board and any advisers deemed necessary to discuss a specific matter that of which public discussion would be detrimental to the Corporation.

Section 8: The Board may conduct votes electronically provided that, with respect to a matter that requires the consideration of documents, a member participating electronically may vote only on those matters on which he or she has access to said documents. Electronic votes shall be permitted either by pre-arrangement by the Board at a regular meeting for a subsequent decision to be made on a specific issue or grant application, or to provide direction to the Executive Director or another agent of the Board, with the consent of a majority of the Board.

Section 9: Committees, as defined in Article X, will meet as necessary to accomplish their responsibilities.

Section 10: Nothing in these Bylaws shall prohibit members of the Board, singly or together, from discussing Trail Mix issues, but no action may be taken except at a properly called meeting.

Article IX
Duties of Board Members and Officers

Section 1: President

(A) The President shall preside at all meetings. The President shall be an ex officio member of all committees and shall obey orders of the body.

(B) The President shall serve as the Board’s official representative during their term.

(C) The President may sign, with the Secretary or any other proper officer of Trail Mix, Inc. any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, these bylaws or by statute to some other officer or agent of the corporation; and in general, the President shall perform all other duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 2: Vice President

(A) The Vice President shall assume and perform the duties of the President in the absence of the President.

(B) In the event of the resignation, disability, or death of the President, the Vice President shall become President for the remainder of the term.

(C) Other duties may be prescribed for the Vice President from time to time by the President or by the Board of Directors.

Section 3: Secretary

(A) The Secretary shall keep a written record of the minutes of all meetings of the corporation and the Board; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; when so required call the role of officers and members; notify officers and committees of their election or appointment; assist the president in the preparation of the order of business; be custodian of the records of the corporation; keep a register of the mailing addresses of each Director which shall be furnished to the Secretary by such Director; and, in general, perform all duties incident to the office of Secretary.

(B) The duties of the Secretary may be delegated to a designated representative with the approval of the Board of Directors.

Section 4: Treasurer

(A) The Treasurer shall have charge and custody of and be responsible for all funds and securities of Trail Mix, Inc.; develop long term financial goals and serve as chairperson of the Finance Committee; receive and give receipts for monies due and payable to the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article XI of the Bylaws; be responsible for financial reports at Board meetings, a financial statement published for the annual meeting and an end-of-the-year financial statement suitable for local, state and federal reporting purposes; and in general, perform all the duties as from time to time may be assigned by the President of the Board of Directors.

(B) The duties of the Treasurer may be delegated to a designated representative with the approval of the Board of Directors.

Section 5: Executive Director.

The Trail Mix Board of Directors may employ an Executive Director. The Executive Director shall be the Chief Administrative and Executive Officer of the Trail Mix, Inc. with such specific powers and functions as the Board of Directors may from time to time direct, and shall serve at the pleasure of the Board of Directors. The Executive Director or Program Director shall not be a member of the Board of Directors.

Section 6: Only Board Members may serve as officers of the corporation. Each standing committee shall have a member of the corporation or appointed Board member serve as chairperson of the committee. No officer or chairperson shall serve in the same office or chair for more than three consecutive one-year terms.

Article X
Committees

Section 1: The Board may establish committees to implement essential functions such as membership, fund-raising, development, volunteer coordination, and education. These committees will each have a Board member as a member who may serve as chairperson.

Section 2: The Board President may designate ad hoc committees to accomplish special purposes. Persons other than Trail Mix members may serve on the Board’s ad hoc committees. There must be a Board member on any such committee. Any ad hoc committee shall disband when its goal is achieved.

Section 3: Committee Chairpersons are responsible for forming their own committees. Participation on committees is open to the membership. Outgoing Chairpersons shall turn over all records and files to their successors or to the board.

Section 4: The Board of Directors may remove any committee member, at its discretion.

Article XI
Contracts, Checks, Deposits and Gifts

Section 1: The Trail Mix, Inc. fiscal year will be from January 1 through December 31.

Section 2: The Board of Directors may authorize any officer or agent of Trail Mix, Inc. in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may be confined to specific instances.

Section 3: The Board will designate the president, at least two other Board Members and the Executive Director to have check signing and purchase authority for corporation matters. Two authorized signatures will be required for each check over $1,000.00. Prior approval of two designated signers is required for other charges such as credit card charges of over $1,000.00.

Section 4: The Board shall adopt fiscal policies to govern purchasing authority by the Executive Director and other designated agents, and to govern other fiscal management matters not specified in these bylaws.

Section 5: All funds of the corporation shall be deposited from time to time to the credit of Trail Mix, Inc. in such banks, trust companies or other depositories as the Board of Directors may select.

Section 6: The Board of Directors may accept on behalf of Trail Mix, Inc. any contribution, gift, bequest, or device for any lawful corporate purpose.

Article XII
Elections

Section 1: Board Members shall be elected by majority vote at the annual meeting. The election shall be by secret ballot listing all nominees in the case of a contested seat.

Section 2: The Board Members will select officers by majority vote.

Section 3: In the event of failure to elect any Board position or officer by majority vote, further balloting on that office shall continue until a majority vote has been attained.

These Bylaws were duly approved by a majority of the Board of Directors on this 12th day of January, 2002. These Bylaws were amended at a membership meeting on the 19th day of November 2011.