Adopted July 6, 2005

Article 1:  Name 

The name of this organization shall be the Friends of Miller Mountain. 

Article 2:  Purpose 

The Friends of Miller Mountain is a non-profit organization whose purpose is to:

1. Promote the conservation and preservation of the ecology, habitat, and scenery of Miller Mountain.
2. Work cooperatively with governments, agencies, and land conservancies to secure the public acquisition of Miller Mountain.
3. Encourage responsible outdoor recreation in the event Miller Mountain is acquired for the public. 

Article 3:  Membership 

1. Any person who subscribes to the purposes of the organization shall be eligible for membership upon submitting an application and paying the annual dues.
2. The membership dues and levels shall be determined by the membership at the meeting for election of officers, and shall continue until changed by vote as herein provided.  Membership shall be on a calendar-year basis.  Regular meetings of the membership shall be determined by the officers depending on need and space availability.  Special meetings of the membership may be convened by the officers upon three days notice to the membership by e-mail.
3. In the interest of convenience and cost, notification of all meetings and other organizational business that is not confidential may be conducted via e-mail. 

Article 4:  Officers 

1.   The officers of the organization shall consist of a president, a vice-president/treasurer, and a secretary.  Officers must be members in good standing. These officers shall constitute the board of directors.

The officers shall be elected for a term of one (1) year, at the regular meeting of the membership held in the month of July.  Nominations for each office shall be submitted at the regular meeting in June or July.  Any member may submit nominations.  Officers will take office immediately upon their election.  The board of directors (officers) shall be responsible for conducting the activities of the organization in accordance with the purpose of the association and the direction of the membership.  Annual meeting of the membership shall be in July.

2. Each of the officers shall perform the duties commonly associated with that position, as set forth in Article 5.
3. The president or vice-president/treasurer may convene special meetings of the board of directors upon forty-eight (48) hours? notice.
4. The president, with the approval of the rest of the board of directors, shall appoint all committees, and set the term of their existence and the scope of their activities.
5. An officer may resign his or her position by written notice to the board of directors.  An officer may be removed only if: a.) at a meeting attended by seventy-five percent of all members in good standing; and b.) by a majority vote.

Article 5:  Duties of Officers 

1. President:  The president will be the chief executive officer of the organization.  It will be the duty of the president to preside at all meetings of the membership or of the board of directors and to have general supervision of the affairs of the organization.  He or she will execute on behalf of the organization all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the board of directors for the proper and necessary transaction of the business of the organization.
    
2. Vice-president/treasurer:  It will be the duty of the vice-president to act in the absence or disability of the president, and to perform such other duties as may be assigned to him or her by the president or the board.  In the absence of the president, the execution of any instrument by the vice-president on behalf of the organization will have the same force and effect as if it were executed by the president.  The vice-president/treasurer will have general charge of the finances of the organization.  When necessary and proper, he or she will endorse, on behalf of the organization, all checks, drafts, notes, and other obligations and evidences of the payment of money to the association or coming into his or her possession; and he or she will deposit the same, together with all other funds of the association coming into his or her possession, in such financial institution(s) as may be selected by the board of directors.  He or she will keep full and accurate account of all receipts and disbursements of the organization in books belonging to the organization, which will be open at all times to the inspection of the board of directors.  As treasurer, he or she will present to the board of directors, at its annual meeting, a full report of the organization?s finances, and will also prepare and present to the board of directors such other reports as it may desire and request at such time or times as it may designate
    
3. Secretary:  The secretary will be responsible for keeping the organization?s records.  He or she will give or cause to be given all notices of meetings of the board of directors, and all other notices required by law or by these bylaws.  The secretary will be the custodian of all books, correspondence, and papers relating to the business of the organization.  As secretary, he or she will present to the board of directors, at its annual meeting, a full report of the transactions and affairs of the organization for the preceding year, and will also prepare and present to the board of directors such other reports as it may desire and request at such time or times as it may designate.  The board of directors, at its discretion, may elect an assistant secretary, not necessarily a member of the board of directors, who will perform the duties and assume the responsibilities of the secretary as set forth above under the general direction of the secretary or the president.
    
4. Additional duties:  Any officer of the organization, in addition to the powers conferred upon him or her by the bylaws, will have such additional powers and perform such additional duties as may be prescribed from time to time by the board.

Article 6:  Quorum and Voting 

Membership:  A quorum shall consist of one-quarter of all members in good standing.  The vote of a majority of those voting shall constitute the action of the membership.  In case of ties the decision shall be made by the president; or, if the president is not in attendance, by the vice-president.  If neither of them is in attendance, the vote shall be held over to the next open meeting with a quorum, whereupon a new vote of the membership shall be conducted and the previous vote be made null and void.  A majority vote of the entire membership of the organization shall never be required. 

Article 7:  Miscellaneous 

1. The fiscal year of the organization shall be the calendar year.
2. Funds of the organization shall be deposited in a financial institution selected by the board of directors.  All organization expenses shall be paid by check.  All checks, and documents indicating the action of the association, shall be signed by two (2) officers.

Article 8:  Amendments 

These bylaws may be amended by first submitting the proposed amendment(s) in writing at a membership meeting.  At the next regular meeting of the organization the affirmative vote of a majority of members voting shall be required to pass the proposed amendment(s). 

Article 9:  Dissolution 

Upon the dissolution of the organization, and after the payment or the provision for payment of all the liabilities of the organization, the board of directors will dispose of all the assets of the organization exclusively for the purposes of the organization, or to organizations having similar purposes that are then qualified as tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Code.  Any assets not so disposed of will be disposed of by a court of jurisdiction in the county in which the principal office of the organization is located.