Constitution & Bylaws

Havasu Gold Seekers, Inc.

P.O.Box 3281

Lake Havasu City, AZ. 86405-32

www.havasugoldseekers.com

 Constitution and Bylaws

Amended March 4, 2008

ARTICLE 1

NAME

1.1 The name of this Non-Profit Corporation is Havasu Gold Seekers, Inc., herein referred to as the HGS.

 ARTICLE 2

PURPOSES

2.1 The purpose of HGS is to join together as a group to do recreation mining and have social events such as treasure hunts, picnic, etc.

 ARTICLE 3

MEMBERSHIP and DUES

3.1 Classes of Membership

3.1.1   Individual Member

3.1.1.1 Must be 18 years of age or older.

3.1.2   Family Membership

3.1.2.1 Two (2) or more members of a family, one must be 18 years of age or older.

3.1.2.1. All Children 18 years of age or older must have their own membership.

 3.2    Application for Membership

3.2.1 By filling out a HGS Application and paying the yearly dues along with an initiation fee if applicable, an individual or family may become a member of HGS.

3.2.2 After all fees are paid; all new memberships shall be given a copy of the Articles of Incorporation, Constitution and Bylaws, General Rules and Regulations, Base Camp Rules and Mining Rules

3.2.3 The Prospective Member will receive a Temporary Membership and Receipt of Funds. The applicant Name shall be read at the following General Membership Meeting. Approval of the new member (s) shall be by a Vote of the Board. A Simple Majority shall be required. If the Application is denied, the application shall be brought before the Membership.

 3.3   Membership Dues

3.3.1 A Simple Majority Vote of the Voting Members present at a General Membership Meeting may raise or lower the initiation fee, assess, and set the effective date of changes

3.3.1.1 The Annual Dues are due at the December Meeting and are Delinquent January 1 of the next year

3.3.1.2   A Grace Period of 30 Days is extended to Establisher HGS Members before being subject to Initiation Fees upon Rejoining.

 3.4    Termination of Membership

3.4.1   A member or Family will be terminated from the HGS if their dues are not paid at or prior to the close of the February General Membership Meeting.

3.4.1.1 Memberships that are terminated shall be published in the next Newsletter.

3.4.1.2 Memberships that have been terminated might avoid paying initiation fee for late registering if they submit a timely letter of appeal to the Board of Directors (herein called the Board and the Board accepts the Members appeal as good cause to waive the initiation fee.

 3.4.2  A Member or Family may terminate their Membership from the HGS at any time.

3.4.2.1 Their dues will not be refunded

   3.4.3. A membership may be revoked for cause. This must be presented in Written Form to the Board of Directors. 

 The Board will take the matter under advisement and determine if the Complaint shall be brought before the Membership for consideration. The Publication in the Next Monthly Newsletter shall be   deemed notice to all Concerned that a vote by Membership will take place at the next General Membership Meeting. A written Notice may be send by Regular U.S. Mail and or E-Mail. The decision by the Board to present the Complaint may not be overridden by subsequent motion. Any Violation of the Rules and Regulations of Base Camp, the Constitution and Bylaws, or the Agreement to Save and Hold Harmless. Shall be deemed just cause under this section.

3.4.3.1 The Member of Family will be refunded their dues prorated from the Date of Termination.

 ARTICLE 4

MEETINGS

4.1 General Membership Meetings

4.1.1 Regular General Membership Meeting will be held monthly at a time and place approved by the General Membership and the Board

4.1.1.1   Regular General Membership shall not be held during the Months of June, July and August.

 4.1.2 Special General Membership Meeting may be called whether by Majority of the Board or by at least on tenth of the HGS Voting Members.

4.1.3 The presence of not less than thirty-five (35) HGS Members shall constitute Quorum number may Adjourn the Meeting for a period of not more than thirty-three (33) days. A Quorum and before set forth shall be Required at any adjourned Meeting, etc.

4.1.4 Motions from the floor may be voted on without being on the Meeting Agenda.

 4.2   Board of Directions Meeting

4.2.1 Regular Board Meetings may be hell prior to each Membership Meeting

4.2.2 Special Board Meetings may be held when deemed necessary by two (2) or more Directors or the HGS President

4.2.3 An Annual End of the Year Board Meeting will be held in December of each year.

4.2.3.1 Unless otherwise properly announced, the Annual Meeting of the Board is to be held at Regular Meeting Place.

4.2.4 All Board Meetings, except Executive Sessions, shall be open to the General Membership and be held in a place where the General Membership can attend. HGS Non-Board Member may be Allowed to speak, if time allows. No topic shall be discussed if the Majority of Board Member agrees that the topic should be considered by the Membership.

4.2.4.1 Only Board Members can vote.

              4.2.4.2 Only Board members can attend Executive Sessions. There shall be discussion only and decisions made while the Board of Directors are in Executive Session .

 ARTICLE 5

PROPERTY and INCOME

5.1   This Corporation is organized for the purpose of transacting any and all business for which Non-Profit Corporation may be incorporated under the laws of this state.

5.2    All Property and Income of the Corporation shall be used to promote HGS Purposes.

5.3     No Property or income of the HGS shall be used for the personal benefit of any HGS Members, unless those items are available to all the HGS members.

 5.4    No Officer or Director shall for reason of the Office be entitled to receive any salary or compensation but may   be compensation to perform a specific duty other than their elected services.

5.4.1 All new Elected Board Member will receive their Membership for term in office

 5.5    All regular expenditures for any one project, of HGS Funds for more than two hundred dollars ($200.00) must be approved by a Simple Majority of the Voting Members present at a General Membership Meeting

5.5.1 Spending for New Projects under two hundred dollars ($200.00) must be approved by the Board

5.5.2 Regular or Emergency Maintenance and Repairs under two hundred dollars ($200.00) need not be approved by the Board.

5.5.3 Emergency Expenses for more than two hundred dollars ($200.00) can be authorized by Majority Vote of the Board.

5.5.4 The Treasurer shall be an Authorized Agent to sign HGS check

5.5.5 The President shall be an Authorized Agent to sign HGS checks.

 ARTICLE 6

CODE OF ETHIC

6.1    The HGS does not condone violation of Mining Laws, nor does it tolerate violation by its Members.

6.2    Membership is open to anyone regardless of race, color, gender, creed or religion.

6.3     No Member of the HGS shall represent the organization without the express consent of the HGS Board

6.4     Any Member in violation of HGS Rules and Regulations will be brought before the Board and may be subject to loss of Membership and handled according to the Arizona State Corporation Statutes, Title 10-3621.

 ARTICLE 7

VOTING and ELECTIONS

7.1     The General Membership will elect Officers and Directors of the Corporation.

7.1.1   All voting shall be done by Eligible Voting Members by Written Ballot.

7.1.2   One voter per Eligible Voting Member

7.1.3   No One may vote whose dues are not paid for the current year

7.1.4   To be a Voting Member, Member must be 18 years of age or older

7.2     Nominations for Officers and Board Members

7.2.1   Nominations shall be at the November and December General Membership Meeting

7.2.1.1 No Nomination shall be made without first obtaining that Nominee’s assurance that He/She will run

7.2.2   A Five (5) Person Election Committee will be appointed at the November General Membership   Meeting.

7.2.2.1 A sample Ballot will be included with the Nov. & Dec. Newsletter.

7.2.2.2 Election Ballots will be available at the January General Membership Meeting.

7.3      Elections of Officers and Directors.

7.3.1 To be elected, a member must be in good standing

7.3.2 Ballots will be counted at the January General Membership Meeting.

7.3.2.1 The President shall call for all Ballots to be in before the counting of the Ballots.

7.4      The Election Committee shall act as “Inspectors of Election” and at the conclusion of such balloting, certify in writing to the Chairperson the results and the certified copy shall be physically affixed in the Minute Book to the Minutes of the Meeting

7.5      The Nominee with the most votes is the Elect.

7.5.1 New Elected shall take Office at the close of the January General Meeting.

7.6 Each Retiring Office shall relinquish to the Successor taking Office, all Properties and Records relating to that.

ARTICLE 8

BOARD of DIRECTORS

8.1 The Board shall consist of HGS President, Vice-President, Secretary/Treasurer and Other Elected Voting Members as needed to complete the Board Quota.

8.1.1 All Corporate Powers shall be exercised and the affairs of the corporation shall be managed, under the direction of its Board of Directors, subject to any limitation set forth in Articles of Incorporation and the Constitution and Bylaws.

8.2 The General Membership shall have the authority and power to increase or decrease the number of serving Directors within the limits provided in the Articles of Incorporation.

8.2.1 The Articles of Incorporation allows no less than three (3) and no more than fifteen (15).

8.2.2 HGS Board of Directors shall number seven (7).

8.3 The Board may fill any vacancy which may occur on the Board pending the next Annual Meeting of the Members.

8.3.1 A Board Member is considered to be inactive if He/She misses three (3) consecutive Board Meetings and may be replaced.

8.4 The persons voted to serve on the Board are to serve for a one (1) year term.

8.4.1 There is no limit on the number of Consecutive Terms Directors may serve.

8.4.2 Board Members must continue as Good Standing HGS Members to remain in their Elected Offices.

8.5 The number of Directors necessary to constitute a Lawful Quorum is fifty percent (50%) or more of the Board Members.

8.5.1 If a Quorum is present when a Meeting is convened, the Quorum shall be deemed to exist until the meeting is Adjourned, not withstanding the departure of one or more Directors.

ARTICLE 9

OFFICERS and COMMITTEES

 9.1 OFFICERS TERM

9.1.1 In order to compliment there New Bylaws, Present Board Members, and Officers, Terms shall expire on March 5,

2003, and New Board Members and Officers will be elected. Nominations will be at the February General Membership Meeting.

9.1.2 Except for someone filling a Vacancy, which will last for the remainder of that term, the term for all Officers shall be for one (1) year.

9.1.2.1 The President may serve two (2) Consecutive Terms and then must have a one (1) year break before running for the Office of President again.

9.1.2.2 There is no limit on the number of Consecutive Terms all other officers and Directors may serve

9.1.2.3 All Officers must continue as Good Standing HGS Members to remain in their Elected Offices.

9.1.2.4 Per the Arizona State Corporation Standing, Title 10-3808 and 10-3843, an Officer or Director may be removed from Office with or without cause by a Majority Vote of the Board of Directors.

9.1.3 In the event that a Vacancy occurs before the end of an Officer’s Term is completed, the Board shall appoint a Voting Member of the HGS to serve the balance of the term.

9.1.4 If the Vacancy is the President Position, the Vice-Present will step up into the Presidency and the Board will appoint a New Vic-President.

9.2 Officers and their Duties

9.2.1 President

9.2.1.1 The President shall act as Chairman at all meetings and ensure that the meeting is conducted according to our HGS Articles of Incorporation, Constitution and Bylaws, Arizona State Corporation Statutes, Title 10, Chapters 24 thru 40 and Robert’s Rules of Order

9.2.2 Vice-President

9.2.2.1 The Vise-President shall take the place of the President in the President’s Absence and assist the President in Conducting the HGS Business.

9.2.3 Secretary / Treasurer

9.2.3.1 Secretary shall record and transcribe the Minutes of all Official Board and General Membership Meeting during which HGS Business is discussed.

9.2.3.2 Secretary will furnish each Board Member a copy of the Minutes of all Meetings, if so requested.

9.2.3.3 Secretary will read the General Membership Meeting Minutes at the next General HGS Meeting.

9.2.3.4 Secretary will furnish the Newsletter Editor a copy of the Minutes of the last General Meeting, so they can be published in the Next Monthly Newsletter.

9.2.3.5 Secretary will handle the HGS Correspondence.

9.2.3.6 Secretary will maintain the Membership List.

9.2.3.7 Secretary will order and/or maintain forms, stickers, etc. needed to operate and run the HGS.

9.2.3.8 Secretary shall make permanent records and make these records available upon request, per the Arizona Corporation Commission, Title 10, Statute 10-11601 and 10-11602.

9.2.4 Treasurer/ Secretary

9.2.4.1 Treasurer shall collect and receive all funds that are due or belonging to the HGS.

9.2.4.11 All funds shall be deposited into the HGS Checking Account. The checks shall be endorsed

“Deposit Only “ with the HGS Account Number and signed by the Treasurer. A Deposit only

Stamp may be used.

9.2.5.1 Treasurer shall pay all Approved Bills of the HGS.

9.2.5.1.1 The treasurer may pay all Minor, under two hundred dollars ($200.00), Office Expenses, such as printing, postage, etc., from the Club Checking Account without further approval.

9.2.5.1.2 Treasurer shall pay all Major Expenses approved by the General Membership.

9.2.5.1.3 Treasurer shall submit any Questionable Bills to the Board before payment is made.

9.2.5.2 Treasurer, or in case of His/hers Absence a HGS Officer, shall make an Oral Report on the HGS Financial at the Board and General Membership Meeting.

9.2.5.3 Treasurer shall make permanent Reports and make these Reports available upon request, per Arizona Corporation Commission, Title 10, Statute 10-11601 and 10-11602.

9.2.5.4 Treasurer shall file a Timely Annual Report with the Arizona Corporation, per Title 10, Statute 10-3120 and 10-11622.

9.3 Committees

9.3.1 Committees may be appointed by the Membership or the Board to assist in conducting the Business of the

HGS.

9.3.1.1 After a Committee is appointed, the HGS Secretary shall schedule a First Committee Meeting.

9.3.1.2 At the First Scheduled Meeting, the Committee shall elect a Chairman and Secretary.

9.3.1.2.1 All Meetings shall be recorded.

9.3.1.2.2 After the Close of the Session, all Meeting Recordings shall be given to the HGS Secretary for storage.

9.3.1.3.3   After the First Meeting, the Committee shall schedule its own Meetings.

9.3.2 The Committee may elect a New Chairperson at any Committee Meeting.

9.3.3 At the request of the Majority of a Committee, a Committee Member shall, with cause, be removed from the committee.

9.4 The Board or General Membership may appoint Members to other Non-Officer Positions such as Newsletter Editor or any Position as necessary in conducting the HGS Business.

ARTICLE 10

PARLIAMENTARY AUTHORITY

10.1 All questions not covered by the HGS Constitution and Bylaws shall be resolved by referring to in the following Priority:

10.1.1 Arizona State Corporation Statutes, Title 10, Chapter 24 through 40.

10.1.2 HGS Articles of Incorporation.

10.1.3 HGS Rules and Regulations

10.1.4 Meetings shall be conducted according to Robert’s Rules of Order, The Modern Edition, and Original 1876 Edition

by Major Henry M Robert, completely revised by Darwin Patnode, P.H.D.

ARTICLE 11

AMENDMENTS

11.1 Amendments to the HGS Articles of Incorporation and Constitution and Bylaws shall be by a Majority Vote of the General Membership Meeting.

11.1.1 Proposed Changes must be read by the HGS Secretary at a General Meeting at least ten (10) days prior to the Voting Meeting.

11.1.2 Proposed Changes must be published in the Monthly Newsletter prior to the Voting Meeting.

CONSTITUTION and BYLAWS APPROVAL NOTES

October 17, 1997, Articles of Incorporation filed by the Arizona Corporation Commission.

The HGS Constitution and Bylaws were approved by a Majority Vote of HGS Members present at the Regular Meeting on November 5, 1997.

Amendments to this Constitution were approved by a Majority Vole of HGS Members present at the Regular Meeting on January 3, 2001.

Amendments to this Constitution were approved by a Majority Vote of HGS Members present at the Regular Meeting on February 5, 2013 amendment 5.4.1

Amendments to this Constitution were approved by a Majority of HGS Members present at the Regular Meeting on December 1 ,2015 amendment

DISSOLUTION

12.1 In the Event of Dissolution of the Corporation, any assets remaining after payment to Creditors, shall be distributed to one or more Exempt Purposes.

12.1.1 The Exempt Purposes (s) shall be decided by the Board of Directors in accordance with the HGS

Articles of Incorporation.

ARTICLE 13

INDEMNIFICATION

13.1   The HGS shall Indemnify every Director, Officer, Employee, Agent or His/hers Heirs, Executors and Administrators against Expenses reasonably incurred by His/hers in connection with any action, suit or proceedings to which He/She may be a Party by reason of His/hers being or having been a Director, Officer, Employee, or Agent of Corporation except in relation to those matters which He/She shall be adjudicated to be liable for negligence or misconduct.