BYLAWS

OF

 Baxter Trail Club

Introduction

 The Baxter Trail Club was founded on December 19, 2011, and incorporated on January 1, 2012, as

a public benefit corporation by the State of South Carolina.  The Baxter Trail Club is recognized by

the Internal Revenue Service as exempt from federal income tax under section 501(c)(3) of the

Internal Revenue Code (Code).

 ARTICLE I.  Name and Address

            The name of this corporation shall be Baxter Trail Club, hereinafter referred to as “BTC”.  The members may designate other names for specific activities and programs as appropriate.  The principal office is currently located at 3187 Colonel Springs Way, Fort Mill, SC.

ARTICLE II.  Objectives

            The BTC's purpose shall be to maintain and improve the Baxter trail system and its adjoining natural features while increasing community awareness and usage.

 ARTICLE III.  Membership

  A.     Members - Any person living in Baxter Village and the neighborhoods surrounding     Baxter interested in the Club’s objective shall be eligible for membership. Voting members regularly attend monthly meetings and are entitled to vote on the affairs of the BTC.

 B. New members who have performed twelve hours of service to the club within one year as determined by the BTC Secretary shall be considered voting members.

 

C. The right to vote shall be renewed each subsequent year if that member has attended 1 meeting and performed 8 hours of service to the club.

                        D.     Any member may resign at any time by informing in writing the President.

E.    Membership shall be at least 50% Baxter Village residents.

  ARTICLE IV.  Governance           

 A.  General Powers.  Votingmembers shall constitute the governing body of the BTC.  They shall have all powers necessary to carry out the objectives of the BTC as set forth in Article 2.  

B. Executive Committee.  The Executive Committee shall be composed of the officers and chaired by the President.  They shall meet as needed to plan for the BTC’s work and to fulfill tasks approved by the members. They also vote as a committee to approve the removal of officers and amendments to these bylaws. The Executive Committee may accept any contribution, bequest, or devise on behalf of the BTC. 

C. Committees.  The members may create other committees of a temporary or permanent nature provided they are given a written charter defining their goals and budget. The President shall name the chairs of committees and their tenure.

ARTICLE V Meetings

A.  Meetings. Regular meetings shall be held at least 10 times each year, at a reasonable time and place designated by the President.  The President may designate additional meeting dates.  One-third of the voting members may, by written request, schedule additional meetings. The meetings will be chaired by the President or their designate.

            B.  Annual Meeting.  A meeting during the fourth quarter of the year shall be designated as the "Annual Meeting," at which new officers are elected and other formal annual business is conducted.

            C.  Notice of Meetings.  Members shall receive 7 days' notice of regularly scheduled meetings.  This notice may be given in writing, in person, by telephone, or by any other reasonable method.

            D.  Attendance by teleconference.  If a member is not reasonably able to attend a meeting participation by is acceptable with the Chair’s approval so long as the absent member(s) can hear, or be advised of the discussion of business, and other members can hear, or be advised of the absent member's votes or comments. Voting members so participating will count toward a quorum.

            D.  Quorum.  A quorum shall be a simple majority of the voting members as determined by the Secretary.

            E.  Proxy Voting.  There shall be no proxy voting.

           F  Committees. All committee meetings will adhere to Article V regarding voting and to Article VIII. A quorum for a committee is the simple majority of its voting members

            G.  Compensation of  Officers and Members.  No officer shall receive any salary or compensation for their services to BTC.  No member shall receive any service or benefit not provided to the general public.  Members may receive reimbursement for out-of-pocket expenses incurred while conducting authorized business on behalf of the BTC.  Members shall be entitled to receive reasonable fees for goods or services rendered to the corporation in capacities other than as members provided this is preapproved in writing by the President and the Treasurer. 

ARTICLE VI.  Officers

             A.  Officers.  The BTC shall have a President, a past President, a Secretary, and a Treasurer.  Any person may hold two or more offices except that the President shall not also be Secretary or Treasurer. The President may propose and nominate other officers who shall be approved as per Article IV.

            B.  Election.  Candidates for an officer shall be selected from those nominated by the Nominating Committee, consisting of three persons appointed by the President.  A majority of members present may also nominate candidates for officer positions.  Candidates shall be elected by a majority vote of those members present.

           C.  Terms.  Each officer shall serve for a term of two years, or until a successor is selected.  Terms shall be established so that not all of the officers are elected in the same year.

            D.  Removal.  An officer who has missed three or more consecutive meetings may be removed by a majority vote of the voting members.  An officer may be removed for any reason by both 1) a vote of two-thirds of the voting members, and 2) a majority vote of the executive committee.

            E.  Resignations.  Any officer may resign at any time by giving written notice of resignation to the President.

F.  Vacancies.   Vacancies may be filled without nomination at any time by a majority vote of voting members. A vacancy of the past President need not be filled.

             G.  Duties of Officers.

1.  The President or their designee shall preside as chair at all meetings of the executive committee and of the monthly member meetings.  The President shall appoint members to standing and ad hoc committees.  The President shall perform whatever duties the executive committee may from time to time assign.  The President shall have the authority to enter into contracts and purchase materials and services pursuant to budgeted and approved operations of the BTC.

 2.  The Secretary shall have charge of such books, documents, and papers as the members may determine; shall keep, or cause to be kept, a true and complete record of the meetings; shall give, or cause to be given, a notice of all meetings;  Such books shall be open for inspection by any member. The Secretary shall, in general, perform all the duties incident to the office of Secretary subject to the control of the executive committee and shall perform other duties as may be prescribed by the executive committee.

 3.  The Treasurer shall have custody of all corporate funds, property, and securities subject to such regulations as may be imposed by the members.  The Treasurer shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements and shall deposit, or cause to be deposited all corporate funds and other valuable effects in the name of and to the credit of the corporation in a depository or depositories designated by the members.  Corporate funds may be deposited only in banks or institutions which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation.  The Treasurer shall give to the President, whenever they require it, an account of transactions as Treasurer and of the financial condition of the corporation and shall, in general, perform all duties incident to the office of Treasurer, subject to the control of the executive committee.

The Treasurer shall complete in a timely and accurate fashion the necessary state and federal tax documents including the South Carolina Department of State registration statement, the South Carolina Department of Revenue annual report, and the Federal  990N E-Postcard.

4. The Membership chair shall create, coordinate, and facilitate a committee so the club can be successful at retaining existing and inviting new members. The chair will lead the development and implementation of a membership plan. The Membership chair shall keep, or cause to be kept, a record containing the names of all members of the BTC including their attendance, hours worked current to the past month, and their voting status.  Such books shall be open for inspection by any member.

          H.  Election and Terms.  The officers shall be elected by the members.  The term of office shall be for two years or until replacement, resignation, or removal.

 

ARTICLE VII.  Finances

            A  Fiscal Year.  The BTC will have the same fiscal year as the Baxter HOA.

            B  Budget.  The executive committee shall prepare a budget for approval by members at the annual meeting each year.

            C  Annual Financial Statement.  The Treasurer shall prepare an annual financial statement for distribution to members.

            D  Fiscal Policy.  The Treasurer shall adopt and from time to time review a fiscal policy setting out a formal procedure that shall govern internal controls, the signing of checks; the obligation of funds; approval of contracts, leases, deeds, and mortgages; and other significant aspects of the organization's fiscal operation.  The fiscal policy shall assure that the BTC shall have sound financial controls that are appropriate, under generally accepted accounting principles, to its size and purpose. Members shall approve changes to the fiscal policy.

The members, except as otherwise provided in these Bylaws, may by resolution authorize the President of the BTC to enter into any contract or execute and deliver any instrument in the name of and on behalf of the BTC, and such authority may be general or confined to specific instances.  Unless so authorized, no officer or agent shall have any power or authority to bind the BTC by any contract or engagement, or pledge its credit, or to render it liable monetarily for any purpose or in any amount.

Except as otherwise specifically determined by resolution of the members, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer and countersigned by the President of the BTC.

            E  Seal.  The members may choose to use a common seal.  The signature of the name of the corporation by the President shall be legal and binding.

 ARTICLE VIII.  Parliamentary Procedures

           Rosenberg's Rules of Order, revised in 2011, shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws.

 ARTICLE IX.  Amendments to the Charter and Bylaws

            The charter and these bylaws may be amended, supplemented, or repealed by both 1) a two-thirds vote of the executive committee and 2) by a two-thirds vote of members present at any meeting at which a quorum is present.  Before a vote on an amendment to the charter or bylaws, notice must be given to members of the proposed amendment at a prior meeting of the members, and in no case less than 25 days before the amendment is to be considered.  These bylaws shall become effective upon approval by the executive committee and the members.

 Approved:  __Final reading and vote for adoption occurred at the meeting of November 5, 2023