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BYLAWS

OF THE

PALMETTO PADDLERS, INC.

ARTICLE I: NAME

The name of this corporation shall be the Palmetto Paddlers, Inc. and is sometimes referred to in these bylaws as the Club. † Said club may be affiliated with other organizations of similar interests and other conservation oriented organizations.

ARTICLE II: PURPOSE

(1) Encourage exploration of recreational waterways. (2) Encourage preservation of waterways. (3) Protect the wilderness character of waterways. (i.e., conservation of forests, parks, wildlife). (4) Promote enjoyment & appreciation of wilderness cruising and whitewater sports. (5) Promote safety/profficiency in rescue/self-rescue. (6) Publish and demonstrate developments in all aspects of paddling.

ARTICLE III: BASIC POLICIES

Section I:† Safe paddling shall be promoted through educational programs. Section II:This clubshall be non-profit and non-commercial.The name of the clubor the names of any members in their official capacity shall not be used without the specific consent of the Board of Directors. † † The clubmay affiliate and cooperate with other organizations and agencies active in aquatic and outdoor activities, such as conference groups and coordinating councils, provided its representative makes no commitments that bind the group he or she represents, except as directed by the Board of Directors.

ARTICLE IV: MEMBERSHIP AND DUES

Section I:† Any person eighteen years or older who supports the objectives of the Palmetto Paddlers, Inc., and is willing to uphold its policies and subscribe to its Bylaws may become a member upon payment of dues as hereinafter provided. Any person younger than eighteen years old or younger must have written parental approval. Section II: † The annual dues shall be all inclusive for membership in the Palmetto Paddlers, Inc., and shall be established at a general meeting by majority vote of members present after it has been announced by letter or in the newsletter.The dues may be for an Individual Member or for a Family Unit. † This amount, along with an annual membership form shall be submitted to the club. Section III:Membership is for one calendar year, except that a grace period for two (2) months for the removal of any member shall be granted before canceling a membership.

ARTICLE V: OFFICERS AND THEIR ELECTION

Section I:The Officers of the clubshall be the President, Vice-President, Secretary, Treasurer, Newsletter Editor, Membership Officer, Cruisemaster, Safety/InstructionOfficer and two Members-at-Large.These officers shall be elected annually by ballot, provided, however, that if there shall be but one candidate for any office, by motion from the floor the election may be by voice.Officers shall serve for one year, or until their successors are elected and installed. † Terms of office shall run from January 1through the December 31. Section II a):There shall be a nominating committee composed of three (3) members: the Membership Officer as chair and two (2) members from the general membership. The committee shall be formed two months prior to officer elections. Section II b): The nominating committee shall nominate qualified persons for each office to be filled.Members of the nominating committee are not disqualified from being nominated for any of the offices to be filled.Nominations may be made only with the prior consent of the nominee. Nominees will be reported to the membership at the meeting preceding the officer elections. †† A vacancy occurring in an elected office shall be filled by vote at the next regularly scheduled meeting, written notification of vacancy having been mailed at least one week prior. † Section IV: An officer of the Corporation may be removed from the office for malfeasance, or nonfeasance of the duties of the office.Such removal shall occur only after recommendation by a two-thirds vote of the Board. ††

ARTICLE VI: DUTIES OF OFFICERS

Section I:The President shall preside at all meetings of the Association, shall be Chairperson of the Board of Directors and shall perform all other duties usually pertaining to the Office. The President or appointee of the President shall be the Clubrepresentative to any affiliated organizations. † Section II: † The Vice-President shall act as an aide to the President, presiding in the absence of that officer. The Vice President shall serve as Chairperson of the Audit Committee. † The Secretary shall keep a correct record of all general meetings and all meetings of the Board of Directors. The Secretary shall assist with Clubcorrespondence under the direction of the President.The Secretary shall maintain a current membership list in coordination with the Treasurer. † The Secretary shall maintain historical records of meetings and activities of the Cluband Board. † Section IV: † The Treasurer shall receive all moneys and keep accurate records.The Treasurer shall make a report of expenses and income at each monthly clubmeeting and meetings of the Board of Directors.The Treasurer shall make records available to the Board of Directors as required by the Board. The treasurer shall prepare and file, or cause to be prepared and filed, all tax returns and corporation certificates. Section V:The Newsletter Editor shall be responsible for soliciting articles, editing, arranging, printing and mailing of the newsletter. Section VI: † The Membership Officer shall be responsible for exploring and initiating ways to attract new members as well as sustaining current members.This officer shall be responsible for forming the nominating committee and shall be its chair. Section VII: The Cruisemaster shall be responsible for planning trips and securing leaders for all trips. Section VIII: †† The Officer of Safety and Instruction shall be responsible for planning and developing activities of an educational nature with respect to water safety, to include training and instruction. † This officer shall also be responsible for an annual inventory, place of storage, and collection and distribution of Club equipment. Section IX: † Members-at-Large. † One Member-at-Large shall be designated the Conservation Officer and shall plan and develop activities of an educational nature, including scheduling waterway cleanups; and shall investigate current developments affecting natural resources and advise the membership. † One Member-at-Large shall be designated the Liaison Officer and shall act as representative to outfitters, vendors, and river groups.

ARTICLE VII: † MEETING

Meetings of the membership shall be held monthly at the discretion of the Board of Directors, provided that there are at least two meetings per year, the time and place to be determined by the President.

ARTICLE VIII: BOARD OF DIRECTORS

Section I:† The Board of Directors shall consist of the Officers of the Cluband the immediate past President. †Section II: †† The duties of the Board of Directors shall be to transact necessary business between Clubmeetings. A minimum of five (5) board members shall constitute a quorum.The Board shall determine the general policies and strategic directions of the Corporation in pursuit of the Purposes enumerated in Article II of these bylaws and the Corporation's Articles of Incorporation. † Section III:The Board of Directors ly shall meet once a month, although the President may call special meetings or cancel regularly scheduled meetings as may become necessary. Section IV: The President may establish appropriate committees. † The President shall appoint the chairperson of each committee with the approval of the Board of Directors. Members of committees shall be selected by the Chairperson. † Chairpersons and committee members may be removed by the appointing authority or by the Board. † Section V:Term of committee. † The life of committees shall be designated by the President but shall be no longer than December 31. Committees may be re-established the following year if the need exists.

ARTICLE IX:† AMENDMENTS

Section I: Subject to the provisions of Article XIII, the Board of Directors shall have power at any time, and from time to time, to make, alter, amend and repeal bylaws for the administration and regulation of the affairs of the Club.

ARTICLE X:† VOTING

Those entitled to vote shall be members in good standing whose dues are paid current. Individual members shall one (1) † vote and family units shall have a maximum of one (1) vote.

ARTICLE XI: FINANCES

Section I:The corporation shall operate as a nonprofit organization.No officer shall receive a salary, all services being rendered to the Corporation on a voluntary basis. Section II: † No funds, property, or assets of the corporation shall be distributed to its members or Officers or other private persons, except when the Board authorizes payment of reasonable compensation for services rendered or reimbursement of expenses incurred in achieving the goals of the Corporation. An auditing Committee shall be established each year.The Auditing Committee shall consist of the Vice President and two members in good standing who are not current Officers.The Auditing Committee shall make two (2) written reports each year to the Board of Directors and the general membership: one for the period January 1 through June 30, a second for the period July 1 through December 31.Reports must be made no later than 30 days following the end of the reporting period.

ARTICLE XII:† PARLIMENTARY AUTHORITY

Robertsí Rules of Order Revised shall govern this Clubin all cases to which they are applicable. ††††

ARTICLE XIII: DISPOSITION OF ASSETS

IN CASE OF DISSOLUTION

In the case of the dissolution of the Club, any and all assets of the Clubshall be disposed of to another eleemosynary corporation, which is exempt from South Carolina and federal income tax. This provision shall be irrevocable, notwithstanding any other provisions of these bylaws or of the corporate charter.

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