AMENDED 

CONSTITUTION AND BY-LAWS

OF

CROW RIVER TRAIL GUARDS

11-11-2010

 

ARTICLE 1

NAME OF ORGANIZATION AND DATE OF FOUNDING 

     This document shall be the Constitution and By-laws of the Crow River Trail Guards; hereinafter referred to as the "Trail Guards."  Founding date for the Trail Guards shall be January 27, 1995.

 

ARTICLE 2

MAILING ADDRESS

     The mailing address for the Trail Guards shall be 327 Augusta Avenue, Paynesville, Minnesota  56362.

 

ARTICLE 3

STATE OF DOMICILE

     The state of domicile for the Trail Guards shall be Minnesota.

 

ARTICLE 4

GROUPS PRINCIPAL PLACE OF BUSINESS

     The Trail Guard's principal place of business shall be 327 Augusta Avenue, Paynesville, Minnesota.

 

ARTICLE 5

NAME AND ADDRESS OF PERSON TO WHOM LETTERS

OR DOCUMENTS SHALL BE SENT CONCERNING THE TRAIL GUARDS

 

Tom Koshiol

327 Augusta Avenue

Paynesville, MN  56362

 

ARTICLE 6

MISSION STATEMENT 

            A youth organization that promotes environmental and personal awareness through positive exposure and managed challenge.

 

ARTICLE 7

VISION STATEMENT

     Become a model organization for the life-affirming development of youth in our community and beyond, through the mission of the Trail Guards, in a self-sustaining manner.

 

ARTICLE 8

FOCUS OF ORGANIZATION

    The primary focus of the Trail Guards is to promote environmental and personal awareness as per Article 6, and all decisions shall be directed toward that thought.

 

ARTICLE 9   

PURPOSE OF ORGANIZATION

     The Trail Guards intent is to be an incorporated, on-going, non-profit, charitable, tax exempt citizens' organization whose intent is to recruit, organize, and supervise members aged 8 to 19 who shall hereinafter be referred to as Honorary (as in "unpaid") Trail Guards.

     A goal of the Trail Guards will be to develop and implement programs and opportunities that will provide positive, exciting and educational exposure to nature such as, but not limited to, canoeing, fishing, camping, hiking, backpacking, traveling, and so forth, to be supervised in a responsible, healthful, wholesome and positive manner, and that are consistent with our mission as stated in Article 6. 

  

ARTICLE 10

COMMON INTEREST OF GROUP

     The common interest of the Trail Guards is that all members are interested in promoting environmental awareness, creating recreational opportunities, and enhancing the lives of the participating youths.

                                                                     

ARTICLE 11

MOTTO 

 The Trail Guard motto shall be: 

“Connecting Kids to the Outdoors.”

 

ARTICLE 12

LOGO

     The logo adopted by the Trail Guards shall be as shown here:

 tglogo.gif

  

ARTICLE 13

HISTORY OF ORGANIZATION 

     A goal of the Trail Guards is to remain consistent with all intentions outlined in the Crow River Natural Walking Trails Proposal dated March 22, 1992.

     The original focus of that proposal as presented to the Paynesville City Council in March, 1992, was to provide an easily accessible, low maintenance, scenic nature trail for use by the general public for health, recreation, nature appreciation, and other reasons, and serving, among others, these functions:

     1.    Exposing the scenic beauty of the river bottom.

     2.    Demonstrating the feasibility of a local trail system.

     3.    Demonstrating the low construction cost and easy maintenance of a trail system.

     4.    Generating more interest in trails in general.

     5.    Generating more interest in saving some of the local remaining natural and scenic areas.

     6.    Demonstrating our ability to use and the practicality of using an area by the public while still allowing it to remain in an almost totally natural state.

                                                                       

ARTICLE 14

LAND PURCHASES 

     Any land acquired by the Trail Guards will be protected in a perpetual conservation trust or easement, unless used for other environmentally sound uses and reasons.  This arrangement will allow for low impact park usage such as, but not limited to, walking trails, ski trails, biking trails, remote low-impact or no-impact campsites, and educational areas, as pursuant to the intention of the purchase as determined by the board of directors.

     Any land purchased and protected by the Trail Guards is thereby open to be donated to public ownership through, but not limited to, appropriate entities such as the City of Paynesville, the Minnesota Department of Natural Resources or local non-profit organizations which agree to care for and conserve such land for the intended environmental and recreational benefit of the community.

 

ARTICLE 15

MEMBERSHIP 

     Any person age 8 to 19 may become a member of the Trail Guards as Honorary Trail Guards by fulfilling the requirements outlined in ARTICLE 16.

     Any person 20 years of age or older may become a member of the Trail Guards by fulfilling the requirements outlined in ARTICLE 16.

 

ARTICLE 16

MEMBERSHIP REQUIREMENTS

     Any prospective Honorary Trail Guard must fulfill the sole requirement of working on the nature park and/or other Trail Guard project for ten hours and/or to the satisfaction of the acting Executive Director of the Trail Guards.  Thereafter that person is considered to be a member of the Trail Guards until the day of their twentieth birthday, and they are invited and encouraged to participate with the Trail Guards on any and all projects, activities, fund raisers, and so forth.  The following rules, however, must be followed during those periods:

     1.  No one is required to work, but anyone choosing to not work or participate must remove themselves physically from the area where the activity is taking place, especially as to not be a distraction or annoyance to the ongoing activity and/or participants.

 

     2.  There will be no swearing allowed by anyone at Trail Guard events.

 

     3.  There will be no smoking allowed by anyone at Trail Guard events.

 

     Honorary Trail Guards reaching the age of 20 hence become a lifetime alumna or alumnus of the Trail Guards and are welcome at all meetings and activities.

     Any person age 20 or older who wishes to join the Trail Guards may do so by fulfilling the same work requirement listed above for the Honorary Trail Guards,  or paying dues of $5.00.  Either of these requirements must be renewed annually by all members age 20 or older.

 

ARTICLE 17

BOARD OF DIRECTORS

     The Board of Directors will oversee the general operation of the Trail Guard organization, and make appropriate decisions by majority vote.

     The Board of Directors for the Trail Guards shall be comprised of no fewer than 5 and no more than 15 directors, a board chair, a secretary, and a treasurer.

     The position of director shall be a three year term, except as listed below.

     Directors shall be limited to three consecutive terms, becoming eligible again after a one year sabbatical.

Directors at time of 2010 by-laws changes:

  1. Pat Flanders, Board Chair (term expires Jan. 2011)
  2. Paul Bugbee, Vice Chair (term expires Jan. 2012)
  3. Rhonda Fangmeier, Director (term expires Jan. 2013)
  4. Bill Virant, Director (term expires Jan. 2013)
  5. Dr. Jim Hess, Director (term expires Jan. 2012)
  6. Dr. Tom Sult, Director (term expires Jan. 2011)
  7. Sandy Wall, Director (term expires Jan. 2011)
  8. Ellarry Prentice, Director (term expires Jan. 2012)

     Board of Directors members shall be elected each January at the regular board of directors meeting.

     Any active member, age 21 or older, is eligible for the position of director.

     When a vacancy on the board exists mid-term, an interim director may be installed by motion and majority vote at any regular or special board of directors meeting.

     Director positions may be terminated by resignation or ¾ vote by remaining board members.

 

ARTICLE 18

EXECUTIVE DIRECTOR

     The executive director shall be hired and overseen by the board of directors, and shall be responsible for the over-all direction, operation, and day to day activities of the Trail Guards.

Executive Director at time of 2010 by-laws changes:

  1. Tom Koshiol

 

ARTICLE 19

OFFICERS

    A Board Chair, Vice Chair, Secretary, and Treasurer for the organization shall be elected by the Board of Directors at the time of vacancy.  Any active member, age 21 or older, is eligible for the positions of Board Chair, Vice Chair, Secretary, or Treasurer, provided they are members of the Board of Directors.

     The Board Chair shall schedule and conduct board meetings. 

     The Vice Chair shall perform Board Chair duties in the absence of the Board Chair.

     The secretary shall keep and provide meeting minutes and agenda, and email to board members and executive director not more than seven days nor less than three days prior to regularly scheduled meetings.

     The treasurer will provide a financial report at each regularly scheduled meeting, and maintain a working annual budget.

     Officers shall be elected each January at the regular board of directors meeting.

     Officers at time of 2010 amendments:

  1. Board Chair:  Pat Flanders
  2. Vide Chair:  Paul Bugbee
  3. Secretary:  Rhonda Fangmeier
  4. Treasurer:  Sandy Wall

 

ARTICLE 20

MEETINGS 

     Board meetings will be the second Thursday of every month.

     Special meetings of the board of directors may be called by the board chair.

 

ARTICLE 21

VOTING 

      A quorum is required to pass a motion at any board of directors meeting.

     A quorum shall consist of half or more members of the board of directors.

     Only board of director members shall have voting privileges.  All members of the Trail Guards may request to attend meetings to lobby for specific concerns.

     If, at any time, the Trail Guards carries a lawful gambling license, all active members of the organization aged 18 and over are eligible to participate in a majority vote on all matters related to the conduct of lawful gambling at a monthly membership meeting as posted in the Paynesville Press.  

     Any non-gambling related motion must pass the board of directors by majority vote.             

 

ARTICLE 22

AMENDMENTS

     This constitution and by-laws may be amended at any regular meeting or special meeting of the board of directors by 2/3 majority vote, provided that all board members received written notice of proposed changes no less than 48 hours prior to the meeting.

 

ARTICLE 23

INDEMNIFICATION

       The officers, directors, and employees of the corporation shall not be personally liable to any extent whatsoever for any debts, liabilities, damages, settlements, fees, fines, penalties, or any other pecuniary obligations of the corporation.  Crow River Trail Guards, Inc. indemnifies the officers, directors, and employees.

     Any repeal or modification of a by-law article shall not adversely affect any right or protection of a director, officer, agent, or member of the corporation existing at the time of such repeal or modification.

     Any article found to be unlawful does not affect the other by-law articles.