ARTICLE 1 - NAME AND LOCATION

The name of this organization shall be the "Los Angeles Orienteering Club" (hereafter referred to as LAOC). The principal address of LAOC shall be located within the greater Los Angeles area of the State of California, as determined by the LAOC Board of Directors.

ARTICLE 2 - PURPOSE

The object and purpose of LAOC shall be to operate exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and to the extent not inconsistent therewith:

2.1 To educate members of the LAOC and the general public about the sport of orienteering.

2.2 To instruct in map reading and land navigation.

2.3 To increase enjoyment of natural resources and respect for wildlife and the environment among the members of LAOC and the general public.

2.4 To stimulate participation in orienteering through organized activities and events.

ARTICLE 3 - MEMBERSHIP

3.1 Membership in LAOC shall be open to the general public. Any person shall be eligible for membership as provided herein.

3.2 No person shall be denied membership or participation in LAOC events unless the Board of Directors finds by unanimous vote that said person has performed actions that are severely detrimental to the purposes, organization or reputation of LAOC.

3.3 Membership shall require the payment of dues as set by the Board of Directors.

ARTICLE 4 - MEETINGS OF MEMBERSHIP

4.1 An annual meeting of the general membership shall be held in March, or as soon thereafter as practical. The purpose of the meeting will be to elect officers, receive reports from the Board of Directors and other individuals, approve and amend the bylaws, make proposals for LAOC policy, and for any other business that may arise.

4.2 The President shall be responsible for setting the time and location of meetings of the general membership. The President shall also be responsible for preparing an agenda for the meeting. The time, location, and agenda shall be published in the LAOC newsletter, with a mailing date of at least 14 days prior to the meeting. Any LAOC member may submit an item for the agenda to the President.

4.3 Additional meetings of the general membership may be called by the Board of Directors, or by the written request of five members of the LAOC. Written requests shall be submitted to the President. The President shall schedule such meetings for a time within ninety days of receipt of the written request.

4.4 Each single membership present shall be allocated one vote. Each family, joint, or group membership present shall be allocated one vote per person present, with a maximum of two votes. Members under the age of 16 are not eligible to vote.

4.5 A quorum shall consist of voting members (including the Board of Directors) that represent five (5) percent of the current LAOC membership. All actions taken at a meeting of the general membership must be approved by a simple majority vote, except as otherwise noted herein.

4.6 The Secretary shall record the minutes of each meeting, and record any actions approved. The minutes shall be published in the next LAOC newsletter.

ARTICLE 5 - BOARD OF DIRECTORS

5.1 The Board of Directors (hereafter referred to as the Board) shall have general supervision of the affairs of LAOC, and perform such duties as are specified in these bylaws. These duties include: to receive reports from members of the Board, to set LAOC policy, to determine and approve the annual budget, to set LAOC dues and fees, to provide oversight and guidance on other matters that relate to the operation of LAOC.

5.2 The Board of Directors shall consist of a minimum of five and a maximum of nine members. At a minimum, the President, the Event Coordinator, the Secretary, and the Treasurer will serve on the Board. Other Board members shall be elected by simple majority vote at the annual meeting using the procedures described in Article 7.1.
change to:
5.2 The Board of Directors shall consist of a minimum of four and a maximum of nine members. At a minimum, the President, the Event Coordinator, the Secretary, and the Treasurer will serve on the Board. Other Board members shall be appointed by the President with concurrence from a majority of the other Board members .

5.3 All members of the Board shall be members of LAOC in good standing and shall perform the duties prescribed by these bylaws. The President and the Event Coordinator shall be members in good standing of the United States Orienteering Federation. 5.4 The Board shall respond to any recommendations or proposals approved at a meeting of the general membership. Response may consist of approval and implementation of the proposal, with or without modification, or denial of the proposal. The Board response to any proposals approved by the general membership shall be published in the LAOC newsletter.

5.5 The Board shall meet on a regular basis at least three times a year. Meetings of the Board may be scheduled by the President or the Secretary, with the concurrence of a Board majority.

5.6 All meetings of the Board may be attended by any member of LAOC (or guest invited by an LAOC member) as an observer, unless closed by majority vote of the Board.

5.7 Five members of the Board shall constitute a quorum. All actions taken by the Board must be approved by a simple majority vote, except as otherwise noted herein.

ARTICLE 6 - LAOC OFFICERS AND OTHER CLUB POSITIONS
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ARTICLE 6 - LAOC OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS

6.1 The President, the Event Coordinator, the Secretary, and the Treasurer shall be the officers of LAOC, and shall be elected by LAOC general membership at the annual meeting.

6.1.1 The President shall coordinate the affairs of LAOC, maintain the bylaws, schedule and preside at meetings, set meeting agenda, keep in contact with other Board members and volunteers, keep membership informed with regular newsletter articles, keep the LAOC USOF binder updated, serve as point of contact for official USOF/LAOC business, and assist other club volunteers as necessary.

6.1.2 The Event Coordinator shall be responsible for the scheduling and coordination of LAOC events and shall assume the duties of the President in the President's absence. These duties shall include recruiting meet directors and course setters, verifying that site arrangements have been made, maintaining map stock, publishing the event schedule through the newsletter and web page, coordinating with other clubs to avoid event conflicts, maintaining inventory of previous years' courses, and helping meet directors as necessary.

6.1.3 The Secretary shall maintain up to date records of the general affairs of LAOC, including meeting minutes and official club correspondence. The secretary shall coordinate with the newsletter editor(s) for timely production and distribution of the newsletter. The Secretary shall also maintain the membership database by collecting and processing new and renewal memberships, submitting membership funds to the treasurer, maintaining the membership database, providing membership listings to other officers as necessary, and generating mailing labels for the newsletter.

6.1.4 The Treasurer shall maintain accurate and up to date records of the financial affairs of LAOC. The specific duties shall include keeping club bank accounts balanced, tracking income and expenditures for financial reporting, writing checks as necessary to cover club expenses, making deposits of club income, and preparing financial reports for annual meetings (or as necessary).

6.1.5 An officer of LAOC may be removed from office by the Board upon a finding that the officer has failed or is unable to perform the duties of the office, or has performed actions that are severely detrimental to the purposes, organization or reputation of LAOC. Removal of an officer requires a two-thirds majority vote of the Board.

change
6.2 Other positions vital to the success of LAOC include the Mapping Coordinator, Membership Chair, Newsletter Editor, and Training Director, and any other positions as recommended by the President and approved by the current Board. These positions shall be appointed, and may be dismissed, by the President, in consultation with and subject to simple majority approval by the current Board.
to:
6.2 The following Board positions will be appointed by the President, and after simple majority approval by the current Board, the appointees shall become members of the Board.

6.2.1 The Mapping Coordinator shall oversee all map production for LAOC. These duties shall include maintaining all mapping materials and originals, arranging for printing of maps, reviewing and recommending sites to be mapped, writing map loan or grant requests, obtaining permission for mapping, obtaining base maps or photography, arranging for photogrammetry, hiring or coordinating mappers and cartographers (including contracted mappers and volunteer mappers), evaluating quality of mapping projects, and submitting maps to USOF as necessary.

delete (membership now part of Secretary duties):
[6.2.2 The Membership Chair shall maintain the membership database by collecting and processing new and renewal memberships, submitting membership funds to the treasurer, maintaining the membership database, providing membership listings to other officers as necessary, and generating mailing labels for the newsletter.]end delete.

insert:
6.2.2 The Publicity Chair shall oversee contact between the public and LAOC. Subcommittees to the publicity chair include Newsletter Production, Web Site Maintenance, and Media Relations.

delete (N/L editor now under Publicity Chair)
[ The Newsletter Editor shall generate and distribute the club newsletter bi-monthly. The newsletter should be published early in each of the following months: January, March, May, July, September, and November. Specific duties shall include: establishing deadlines for newsletter input, collect articles/meet announcements/meet results from members, coordinate with the Event Coordinator for schedule information, format and print the newsletter, and mail newsletters.]end delete.

insert:
6.2.3 The Program Development Chair shall develop committees that provide opportunities for orienteers to improve their skills. Subcommittees to the Program Development Chair will include, but not necessarily be limited to: String-O, contact(s) for Girl & Boy Scout organizations, and Training. Training shall include all aspects of orienteering from beginning to advanced levels, including meet directing, course setting scheduling of training events and course reviews, recruiting trainers to conduct training activities, and being available to answer questions from participants.

delete 6.2.4 Training now under Program Development
[ 6.2.4 The Training Director shall insure opportunities for orienteers to improve their skills, including training in all aspects of orienteering from beginning to advanced levels, including meet directing, course setting, and mapping. The Training Director recruits volunteers to run the training activities. Specific duties shall include scheduling of training events and course reviews, recruiting trainers to conduct training activities, and being available to answer questions from participants. ]end delete.

6.3 Officers, members of the Board, and other LAOC members shall not receive salaries or payments for services. as they relate to Board duties. Upon approval by a majority vote of the Board, any person or entity may be compensated for mapping services, provided that 1) the Board pre-approves the payment for mapping services in a written agreement and 2) post-acceptance of the final product for LAOC use or post-acceptance by the Board (in writing) of the efforts having been made in good faith. The written agreement shall be signed by at least one LAOC officer. LAOC shall maintain the copyright of the finished product.

ARTICLE 7 - ELECTIONS

7.1 The President, Event Coordinator, Secretary, and Treasurer shall be elected by LAOC general membership at the annual meeting. A simple majority vote of those present and eligible to vote at the annual meeting is required for election to each position. If no candidate for a position receives a majority, the general membership shall vote again, selecting between the two candidates that received the most votes.

7.2 For any contested position, votes shall be cast by secret ballot. The Secretary shall designate three members present to count ballots and announce the results. If possible, the designated ballot counters shall not be members of the Board or candidates for office.

7.3 One or multiple candidates shall be nominated by two individual members of LAOC for each position. Any LAOC member in good standing may also be nominated from the floor, or a nomination in advance of the annual meeting may be submitted to the President or Secretary.

7.4 The term of office shall begin 10 days after the date of the annual meeting, and extend to 10 days after the date of the next annual meeting.

7.5 If an elected office becomes vacant, the President shall recommend a replacement, subject to simple majority approval by the current Board.

7.6 If the Presidency becomes vacant, the Event Coordinator will assume the duties of the President until a replacement is approved by a simple majority of the Board.

ARTICLE 8 - CONTRACTS, LOANS, CHECKS AND DEPOSITS

8.1 Only the Board may authorize any LAOC member to enter into any contract or execute and deliver any instrument in the name of and on behalf of the LAOC. Such authority may be general or confined to specific instances.

8.2 No loans shall be made by LAOC to any individual or entity.

8.3 All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of LAOC shall be signed by either the President, Secretary, or Treasurer.

8.4 All funds of LAOC not otherwise employed shall be deposited in such banks, trust companies or other depositaries as the Board may select.

ARTICLE 9 - FISCAL YEAR

The fiscal year of LAOC shall be the calendar year.

ARTICLE 10 - ANNUAL BUDGET

10.1 The Treasurer shall annually prepare a budget of expected receipts and expenditures for the following calendar year. The Board shall approve or modify the budget prior to the start of the calendar year.

10.2 No expenditure on behalf of LAOC shall be recognized or valid unless authorized by the Board.

10.3 The approved budget shall be published in the next LAOC newsletter.

10.4 The Board shall not approve a budget that would result in LAOC having greater liabilities than assets, except on a unanimous vote.

10.5 The Treasurer shall prepare for each Board meeting a current statement of LAOC finances, and a comparison of actual versus budgeted receipts and expenditures for the current year.

ARTICLE 11 - INDEMNIFICATION

Each officer, member of the Board, or other member of LAOC, while acting on behalf of LAOC as authorized by the Board, shall be indemnified by LAOC against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such officer or Board member, or having acted on behalf of LAOC in an authorized capacity. This indemnification shall also apply to the heirs, executors and personal representatives of any such person. This indemnification shall not apply in relation to matters in which such person shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of his duties. This indemnification shall not exclude any other right to which such person may be entitled under any bylaw, agreement, vote of the Board, vote of the members, or otherwise.

ARTICLE 12 - LIMITATION ON AUTHORITY

No officer, director, or member of LAOC shall use the LAOC name to endorse a product, make a personal profit, or in any way use it as a means of furthering any personal, political or other aspiration that is not in keeping with the purposes set forth in Article 2 of these bylaws. Nor shall LAOC as a whole take part in any movement not in keeping with its real and established aims and purposes as set forth in these Bylaws.

ARTICLE 13 - AMENDMENT OF BYLAWS

13.1 These Bylaws shall become effective upon a two-thirds vote of the Board and a two-thirds vote at a meeting of the general membership.

13.2 These Bylaws may be amended by a two-thirds majority at a meeting of the general membership. The Board may recommend amendments of the Bylaws to the general membership, by two-thirds majority vote of the Board.