1. Name
The name of this organization shall be "The Foothills Trail Conference, Inc."
2. Purpose
The purpose of this organization shall be to promote and coordinate for the benefit and use of the general public the proper use, construction and maintenance of a connected trail, to be called the Foothills Trail, running, as far as practicable, over the summits of the mountains and through the wild lands of the Southern Appalachian Mountains, to be supplemented by a system of primitive camps at proper intervals, so as to render accessible, for tramping, hiking, and camping, the said mountains and wild lands, and as a means for conserving and developing, within this region, the primeval environment as a natural resource.
3. Location of Trail
The Trail shall be located so as to utilize, as far as possible, trails already in existence. Any club, organization, or governmental unit responsible for the maintenance of such trails, may make any regulations it deems necessary as to access thereto and as to the use of trails, cabins, huts, shelters, and other equipment used in connection therewith.
4. Members
Sec. 1. There shall be five classes of membership.
A. Clubs, organizations or governmental units which have been assigned, by the Conference, sections of The Foothills Trail for maintenance.
B. Clubs and organizations not assigned sections of The Foothills Trail which are interested in the purposes of the Conference.
C. Individuals to whom there have been assigned, either in a personal or official capacity (other than as a member of the member club), maintenance or supervision of the maintenance of sections of The Foothills Trail; such assignment being either by the Conference or by arrangement with a Class A member.
D. Individuals, whether or not members of member clubs, who are interested in the purpose of the Conference.
E. Lifetime, consisting of individuals, whether or not member of member clubs, who are interested in he purposes of the Conference and have paid the lifetime membership fee provided for in Article 10, Section 1.
Sec. 2. The Executive Committee in approving the application for membership shall assign the class of membership, but such assignment may be changed by the Executive Committee from the time to time as circumstances may warrant, due notice being given to the member.
Sec. 3 Honorary Members. Upon recommendation of the Board of Directors, Honorary Membership may be conferred at a regular meeting of the Conference on an individual who has made a distinguished contribution to The Foothills Trail project.
5. Board of Directors
The control of the affairs of the Conference shall be vested in a Board of Directors, to be elected by the Conference at each annual meeting. This Board shall consist of fifteen persons, of which a majority shall constitute a quorum, and they may vote either at a meeting, or by mail on written propositions submitted to them in the same way.
Any vacancy in the Board of Directors caused by death or resignation may, but need not be, filled by the Directors for the unexpired term.
Sec. 1: Term of Service: Each board member shall serve for a term of three years. A member may be elected to serve for only two consecutive full terms. After one year off the board a board member may serve again. In order to stagger the terms of directors, the board of directors may set the initial term of any director at less than three years.
Sec. 2: Responsibilities:
A. In order to maintain an active board, each board member will be expected to attend all board meetings scheduled. If a board member is unable to attend a meeting it is expected that he or she will notify the Chairman or the Executive Director.
B. Two meetings missed consecutively without appropriate notification as stated above or lack of participation in Foothills Trail Conference activities will be considered an indication of loss of interest. This constitutes termination of board membership.
C. As a measure of good standing, each board member will make a financial contribution to the Conference annually as a member. Board of Directors who have contributed as Lifetime members have fulfilled this responsiblity.
D. The Foothills Trail Conference board of directors has unanimously committed to actively participate in the functions of the organization. Board member participation is expected to extend beyond policy making and administration.
6. Executive Committee
In the intervals between the meetings of the Board of Directors, the affairs of the Conference shall be under the control of an Executive Committee of the Board, to be elected by the Board of Directors from their membership. There shall be five members and three members shall constitute a quorum, and they may vote either at a meeting, or by mail on written propositions submitted to them in the same way.
Between meetings of the Board of Directors, vacancies in the Executive Committee shall be filled by a majority vote of the Executive Committee, by an election duly called by the Chairman, which voting may be by mail.
7. Officers
Sec. 1. The officers of the Conference shall consist of a Chairman, two Vice-Chairmen, a Treasurer, a Secretary, a Corresponding Secretary, and an indefinite number of Assistant Secretaries to be elected by the Board of Directors from their membership.
Sec. 2. The Officers of the Conference shall be elected annually at the meeting of the Board of Directors held after the Annual Meeting of the Conference, provided, however, that any vacancy in any office, however caused, may be filled by the Board of Directors at any lawful meeting.
Sec. 3. It shall be the duty of the Chairman to preside at all meetings of the Conference and of the Board, to keep in personal touch, as far as possible, with all members actively engaged in the construction and maintenance of The Trail and generally to carry out the purpose for which the Conference is organized.
The Treasurer shall render at least annually to the Board of Directors and membership an accounting of all receipts and disbursements of the Conference.
The Vice-Chairmen, Secretary, Corresponding Secretary, and Assistant Secretaries shall perform the duties usually pertaining to such offices.
8. Meetings
Regular meetings of the Conference shall be held at times and places determined by the Board of Directors; provided that an annual meeting shall be held at least once each calendar year. Special meetings may be called by the Board, to be held at other times and places. Not less than two months' written notice shall be given of almeetings.
The Board of Directors shall meet immediately after all meetings of the Conference, and special meetings may be called by the Executive Committee.
A schedule of the year's board meetings will be distributed to each board member at the beginning of each year.
9. Representation at Meetings of the Conference
Each Director of the Conference shall have one vote. Each Class A member shall be represented by its president and secretary or other appropriate officials and one delegate for every ten miles of Foothills Trail assigned to it. Fractions of ten miles shall count as one vote, if in excess of one-half of the unit distance of ten miles. For the purpose of voting, the decision of the Chairman as to the extent of mileage maintainedby each Class A member shall be accepted. Each Class B member shall be represented by its president, secretary, and treasurer. Each official representative of Class A and Class B members and each Class C and Class D member shall have one vote which must be cast in person. In the absence of the president and secretary of the appropriate officials of a Class A member, or of the president, secretary, or treasurer of a Class B member, such officer may be represented by duly designated alternate.
All voting for Directors may be done by ballot which shall be mailed with the notice of meeting.
10. Finances
Sec. 1. Dues. There shall be no fixed membership fee for Class A, B, and C members. Class D members shall pay a membership fee of $8.00 per year or whatever other annual rate may subsequently be fixed by the Board of Directors, due on election and at the expiration of 12 calendar months each year thereafter. Class E members shall pay a membership fee of $200.00, due on election. Honorary members shall not be assessed dues.
Sec. 2. Expenses. The expenses of the Conference shall be met by dues from Class D and Class E members and by voluntary contributions from Class A, B, and C members and others interested in its purpose.
11. Amendment
Amendments to these bylaws may be proposed at any regular or special meeting of the Conference by a majority vote of the members present and voting, by petition bearing the signatures of at least thirty Class D or E members, or by the Board of Directors. Proposed amendments shall be reviewed within three months by a Constitution Committee appointed by the Chairman, put in proper context and then made known to the voting members by publication in the next notice of meeting of the conference. A two-thirds vote of members present and voting at said meeting will make an amendment effective.