ARTICLE I—Name

The name of this corporation shall be “Coastal Canoeists, Inc.” (State Corporation Commission ID number 0145792-8)

ARTICLE II—Place of Business

The principle office of this corporation shall be 210 Monticello Arcade, Norfolk, Virginia 23510.

ARTICLE III—Non-Profit

This corporation shall be a non-profit corporation and shall have no capital stock. It shall be supported and maintained by such membership contributions, subscriptions, gifts, and endowments as the Board of Directors shall determine to be necessary or acceptable for proper function of this corporation.

ARTICLE IV—Purpose

The purpose for which this corporation is formed is the preservation and enjoyment of our wilderness waterways, and the promotion of the general health and welfare of the community through the sport of paddling.

ARTICLE V—Membership Meetings

The annual meeting of the members of this corporation shall be held during the fourth quarter of each year, upon the call of the President and upon written notice to the members as to the date, time, and place of such meeting. Other meetings may be held upon similar call and similar notice.

ARTICLE VI—Board of Directors

Section 1—How Constituted

The affairs of this corporation shall be directed by a Board of nine Directors.

Section 2—How Elected

Members of the Board of Directors shall be elected by the membership at the annual meeting, held during the fourth quarter of each year, as to the directors whose terms expire at the end of that year.

Section 3—Terms

Members of the Board of Directors shall be elected for three-year terms so that the terms of one-third of the Board shall expire each year, and shall assume their duties on January 1st.

Section 4—Filling Vacancies

Vacancies on the Board of Directors, other than the normal expiration of terms, shall be filled by the Board of Directors. The successor so elected shall serve only for the unexpired term of his predecessor.

Section 5—Meetings

The Board-elect shall meet upon conclusion of the annual meeting of the membership and elect officers for the coming year. Regular meetings of the Board shall be held quarterly upon a 10-day prior written notice of the President as to the date, time, and place. Special meetings of the Board of Directors may be held from time to time as may be called by the President or by the joint call of any three directors acting together. Members of the Board of Directors shall be given no less than a five-day written notice of the President or the directors calling such meeting. Notice shall include date, time, place, and purpose of such meeting.

Section 6—Meeting Notice

For purposes of the two foregoing provisions, notice shall be considered to have been given if by postal or electronic mail to the addresses of record of the directors or by notice published in the corporation’s printed newsletter, Coastal CaNEWS.

Section 7—Quorum

Five directors shall constitute a quorum for regular or special meetings.

Section 8—Duties

The Board of Directors shall determine and control the general policy of this corporation, shall determine an annual budget and dues, and be responsible for obtaining funds to meet such budget, shall promulgate all rules governing the qualifications of persons who participate in the cruises and other activities of this corporation.

Section 9—Executive Committee

The Board of Directors shall create an Executive Committee to consist of three directors. At least two members of the said committee shall be officers of this corporation, which officers must include the President. Other members of the committee shall be appointed by the President, subject to approval of the Board. The Board of Directors may delegate to such committee such authority as the Board of Directors may deem proper. Such committee shall act on behalf of the Board of Directors between regular meetings of the Board.

ARTICLE VII—Officers

Section 1

There shall be a President, a Secretary, and a Treasurer. All officers must be members of the Board of Directors.

Section 2

The officers shall be elected by the Board of Directors, as set forth in ARTICLE VI, Section 5, and shall hold office at the will of the Board, or until the selection and qualification of their respective successors.

Section 3

The President shall be the chief executive officer and shall preside at all meetings of the membership and of the Board of Directors. The Secretary shall be responsible for the minutes and records of this corporation, which shall be passed on to his successor. The Treasurer shall be responsible for the financial records and for the care, custody, and management of all assets of this corporation not assigned to others by the Board of Directors, which records and assets shall be passed on to his successor.

ARTICLE VIII—Committees

Section 1

The President, subject to the approval of the Board of Directors, shall appoint such committees as may be necessary to carry on the work of this corporation, and an Editor of the corporate newsletter, Coastal CaNEWS. The President shall be a member ex-officio of all committee appointed pursuant to this section.

Section 2

The Board of Directors may, from time to time, establish other committees as it may deem necessary.

Section 3

The chairmen of all committees shall submit annual reports in writing to the Board of Directors and verbal reports at the annual meeting, except as specified for the Nominating Committee (Section 4 of this Article) and Audit Committee (Article X—Fiscal, Section 4). All such reports shall be filed with the Secretary.

Section 4

Announcement of the appointment of a three-member Nominating Committee shall be in the June issue of Coastal CaNEWS. The committee’s nominations to fill the three vacancies on the Board shall be announced in the September issue with the notice of the annual meeting. Additional nominations may be made at the meeting, with the prior approval of any such nominees.

Section 5

The chairmen shall maintain records of their committees’ activities and shall pass them on to their successors.

ARTICLE IX—Parliamentry Authority

The rules contained in Robert’s Rules of Order Revised shall govern the Coastal Canoeists, Inc. in all cases to which they are applicable and which are not inconsistent with the By-Laws of this corporation.

ARTICLE X—Fiscal

Section 1

The fiscal year shall be from January 1st to December 31st.

Section 2

The Treasurer shall be charged with the collecting, depositing, recording, disbursing, and reporting of all funds of this corporation, subject to the approval of the Board of Directors and the annual budget.

Section 3

The depository for the funds of this corporation shall be selected by the Board of Directors and withdrawals therefrom shall be by check signed by the Treasurer or such other officer of this corporation as the Board of Directors may designate.

Section 4

A fiscal report shall be prepared by the Treasurer at the end of each fiscal year and be audited by an Audit Committee of two other members of the Board designated by the President. The Committee’s report shall be presented in writing at the second meeting of the Board of Directors in the following fiscal year.

ARTICLE XI—Non-Liabilities of Officers and Directors

No member, director, or officer shall be held personally liable for any act or acts of this corporation or of any member, director, officer, agent, employee, or servant of this corporation.

ARTICLE XII—Amendments

These By-Laws may be amended or repealed by a majority vote of the members at any annual or special meeting of the membership, provided that notice of such meeting expressly sets forth proposed amendments or portions to be amended or repealed.