NORTHWEST ROWING COUNCIL BYLAWS - - - DRAFT
 last revision 11/09/03
suggested changes from last meeting = RED

I.  Name
The name of this organization shall be the Northwest Rowing Council (Council).

II.  Purpose
The purpose of the Council is to develop participation in and create opportunities for rowing activities.  The Council is particularly interested in dealing with issues that facilitate amateur competition.

III. Membership
Section 1:  Membership in the Council is open to all interested individuals living within the states of Alaska, Idaho Oregon, Washington or Wyoming.

Section 2:  Membership shall not be denied to any individual qualified in Section 1.  There shall be no discrimination on the basis of race, sexual orientation or creed.

Section 3:  Individuals applying for membership must do so by submitting their name, rowing club / organization affiliation, Committee(s) of interest and contact information (preferably electronic) in writing to the Council Secretary.  "Licensed Referees" shall be considered a rowing club / organization for the purposes of these bylaws.  It is the member's sole responsibility to keep their contact information current in order to remain a member in good standing.

Section 4:  Only members in good standing may exercise voting privileges or hold office.

IV.  Dues and Fees
Dues if any and fees shall be determined by a vote of rowing club / organization representatives.

V.  Meetings
The Board shall set the date, time and place for meetings.

Section 1:  Annual Meeting
The Council shall hold it’s annual meeting in November each year following the Head of the Lake Regatta and an additional meeting shall be held in January or February in conjunction with the Ergomania Regatta.  A quorum shall consist of a minimum of 10 voting members in good standing.

Election of Board Members and Officers shall take place in the November annual meeting along with conducting business as needed.

Section 2:  Special Council Meetings
Special meetings may be called as necessary following notification from the Secretary at least 10 (ten) days prior to the meeting and shall be announced to members in good standing.  Any 10 members or the Board may call for a special meeting of the Council.

Section 3:  Board Meetings
Board meetings may be called by the Board as needed.  Attendance of more than 50% of the Board shall constitute a quorum.

VI.  Voting
Voting shall be conducted at regular meetings or other scheduled meeting(s) of the Council.
Each rowing club / organization shall designate two representatives for the purposes of voting in Council meetings whether present in person or by written proxy.  Competitors regularly entered as "Independent" in local regattas shall collectively have no more than two votes at any meeting of the Council.
A simple majority vote is necessary for passage of any motion made at meeting(s) of the Council.

VII.  Board of Directors
Section 1:  The Board of Directors of the Council shall consist of seven (7) individuals.  In even numbered years at the annual meeting in November, the Council shall elect one individual from the Junior and Open standing committees listed in Section 3 together with two "at large" directors.  In odd numbered years at the annual meeting in November, the Council shall elect one individual from the Masters and Collegiate standing committees listed in Section 3 together with one "at large" director.  The term of office shall be two years.  All seven directors shall be seated in the initial election.  Initial one year terms shall be set for the odd year Board positions.  All terms of office shall commence immediately following the November meeting each year. Any vacancies shall be filled by a simple majority vote of the Board.

Section 2:  Board members shall be limited to three consecutive terms.  After being off the Board for at least one year, a member could be elected anew and serve for three additional terms.

Section 3:  Standing Committees from which board positions are filled:
·    Junior Committee (One board position)
·    Collegiate Committee (One board position)
·    Open Committee (One board position)
·    Masters Committee (One board position) as well as
·    At Large (Three board positions)

Section 4:  The Board of Directors shall enforce the Bylaws of this organization.  It shall assist the President to define committee duties as the need arises, provide for raising of funds and submit to the membership an annual budget and written report encapsulating the status of all Council projects underway and the year's accomplishments.

Section 5:  A quorum of the Board shall be a majority of the current Board members.  Board actions require a simple majority vote in favor of the motion.

VIII.  Executive Committee
Section 1:  The Executive Committee of the Council:
Elected Officers of the Council and ex officio members shall make up the Executive Committee.  Ex officio members shall include Chairs of Standing Committees, a Field Service Coordinator and USRowing elected representatives (Board, various Committee representatives and the Referee Commission).  Ex officio members shall not have voting privileges on the Executive Committee.  Additionally the Field Service Coordinator shall not have voting privileges on the Board.

Section 2:  The Executive Committee shall have the full power and authority to act on behalf of the Board of Directors by unanimous vote.  If the vote is not unanimous, the decision must go to the full Board for a decision.  The full Board may always rescind, modify or reaffirm any action of the Executive Committee by a simple majority vote.

IX.  Officers
Elected officers of the Council shall consist of:

President:  The President shall serve as chairman of the board and as such he/she shall preside at all Council meetings.  The President or his/her designee is the official representative of the Council.  The President will enforce these Bylaws, sign all contracts and other written documents.  The President is an ex-officio member of all Committees and will supervise all the affairs of the Council.  Any single term of his/her office shall not exceed 2 consecutive calendar years.

Female Vice-President:  The Female Vice-President will assist the President and act as President (if the President Is male) in his/her absence.  Further he/she shall assist the President in coordinating activities of the Council.  The Female Vice-President shall become President whenever the Presidential office (if occupied by a male) is vacated.

Male Vice-President:  The Male Vice-President will assist the President and act as President (if the President Is female) in his/her absence.  Further he shall assist the President in coordinating activities of the Council.  The Male Vice-President shall become President whenever the Presidential office (if occupied by a female) is vacated.

Secretary:  The Secretary will be present at all Council meetings or appoint a Temporary Secretary to take his/her place if he/she is unable to attend.  The Secretary will maintain an official Council roster which shall list required membership information.  The Secretary will be custodian of all official Council documents and papers.  The Secretary shall announce all Council and Board meetings in accordance with Section V of these Bylaws.

Treasurer:  The Treasurer will keep accurate records of moneys and give a report at all regular meetings.  The Treasurer together with the President will be responsible for paying all approved debts as they are accrued.  The Treasurer will collect and deposit any donations, fees or dues.  The Treasurer shall develop and propose an annual budget to the membership.  The fiscal year of the Council shall end on December 31.

Officers of the Northwest Rowing Council shall be elected by the Membership from the filled Board positions.
Any Council Member may be present at any Executive or Board meeting but without voting privileges.

X.  Elections

The Board shall create a Nominations Committee to identify, recruit and nominate qualified individuals to fill Board positions as various terms of office expire.  The Nominating Committee shall put forth candidates for a vacancy after consultation with the appropriate committee.  Nominations for the Board will also be allowed from the floor at the time of elections.

The nominee from each Standing Committee receiving the most votes shall be elected to the Board with an exception for the At Large members where the one (odd years) or two (even years) individual/s receiving the most "At Large" votes shall be elected, however one of the At Large members seated must be a female.

Voting for positions on the Board of Directors are made by rowing club / organization representatives.

XI.  Standing Committees, Special Committees and Appointments
Standing Committees of this organization shall consist of:
·    (Men’s and Women’s) Junior Committee(s)
·    (Men’s and Women’s) Collegiate Committee(s)
·    (Men’s and Women’s) Open Committee(s)
·    (Men’s and Women’s) Masters Committee(s)
·    Executive Committee
·    Communications

Special Committees of this organization shall consist of:
·    Nominating Committee; and
·    Regatta Services Committee.

Special Committees shall be created and/or dissolved by the Board as the need may from time to time arise.

All Constituent Standing and Special Committee chairpersons shall be appointed by the various committees.  All committee chairpersons shall keep written records of committee activities completed, underway and proposed detailing processes and outcomes.  These records should be arranged in portfolio style and made available for use as a guide to provide continuity of activities in subsequent projects and programs.  Each committee chairperson shall also submit a written report to the Board at the end of each year summarizing the year’s activities and accomplishments.

XII.  Capital Property
The legal title of all property and assets of Council shall be in the name of Council and shall be used for the benefit of members in good standing.  Use of Council property shall be under the direction of the Board.  In the event that this Council is dissolved all capital property shall be distributed to various rowing programs as directed by the Board of Directors.

XIII.  Ratification and Amendment
Amendments to these Bylaws shall be presented in writing to the membership 14 days prior to any legally constituted annual or other special council meeting.  A two thirds majority vote if members in good standing who are in attendance is necessary for adoption.