Articles & Bylaws

Herein below are the model Articles of Association and Bylaws for our Association. We can add, subtract, or leave them the same. These are for an Unincorporated Association, which can be defined: Definition of CLUB: A voluntary, unincorporated association of persons for purposes of a social, literary, or political nature, or the like. A club Is not a partnership. 2 Mees. & W. 172. The word “club” has no very definite meaning. Clubs are formed for all sorts of purposes, and there is no uniformity in their constitutions and rules. It is well known that clubs exist which limit the number of the members and select them with great care, which own considerable property in common, and in which the furnishing of food and drink to the members for money is but one of many conveniences which the members enjov. Com. v. Pomphret, 137 Mass. 567, 50 Am. Rep. 340.”

The Association will operate the Exchange. It may be that at some point members will wish to apply for a business license, but this isn’t necessary. The Exchange is simply recording transactions, and the Association is merely a voluntary association not in the business of commerce outside of its members activities.


I. On or about [fill in date] the undersigned individuals along with several others [list actual number persons] met at [fill in location] and agreed on that date to freely associate together for the following purposes:

A. To create, promote and enlarge the practice of Free Exchange Trading;

B. To disseminate information about Free Exchange Trading to the membership of this association and to the public;

C. To engage in educational social activities related to Free Exchange Trading, and to acquire and own such property as may be necessary for any or all of the foregoing purposes;

D. To pursue any other purposes which are not in violation of the United States Constitution or state law that, from time to time, shall be agreed to by the membership.

II. The name chosen for this association is the Stanislaus River Community Association.

III. The governing document of this association is the Bylaws of the Stanislaus River Community Association.

IV. Membership in this association shall be open to any individual without regard to race, creed, national origin or sex who shall agree to so associate and who shall tender membership dues as specified in the governing document.

V. This association has continued from [fill in date] and shall continue to exist until dissolved in accordance with the dissolution procedures specified in the governing document at the time of such dissolution.

VI. At no time shall the assets of this association inure to the private benefit of any individual member of the association.

SO AGREED: _______________________________________ ________________________ Name Dated __________________________________________________________________ Address ______________________________ Telephone State of California
[Notary Public Seal and Signatures]


Article I – Name and Purpose of the Association.

Section A – The name of the Association shall be the Stanislaus River Community Association.

Section B – The purpose of the Association will be to promote, create and enlarge Free Exchange Trading; to disseminate information about the above to the membership; to engage in educational and social activities related to our purposes; and to acquire and own such property as may be necessary for any or all of the foregoing purposes.

Article II – Membership

Section A – Any person who has an interest in Free Exchange Trading shall be eligible for membership. Upon application and payment of dues as outlined in Article IV the application will be presented to the membership present at any regular or special meeting to which the membership of the Association has been given proper notice and upon majority vote the applicant will become a member of the Association in good standing. Any member may voluntarily withdraw or may be suspended or expelled by majority vote of the membership for violation of the bylaws, non-payment of dues or for conduct deemed detrimental to the Association.

Section B – Membership shall not be transferable and both membership and rights in the property of the Association shall cease and terminate upon death, withdrawal, expulsion or other termination of membership in the Association.

Section C – All voting shall be done personally by members in good standing; no proxies shall be allowed.

Article III – Fiscal Year

Section A – The fiscal year and the year for the payment and collection of annual dues and the election and installation of officers shall be the calendar year.

Article IV – Dues and Initiation Fee

Section A – The initiation fee for members shall be T$ ______ per person (or family) payable in advance with the application for membership.

Section B – The annual dues for members shall be T$ ______ per person (or per family) and are payable on January 1st of each year except in the case of new members whose initial dues are payable with their application for membership and may be prorated according to the time left in the calendar year.

Article V – Meetings

Section A – The annual meeting for the membership for the installation of officers and directors and for receiving annual reports from the Secretary and Treasurer shall be held at the regular meeting time in January of each year. Notice of the annual meeting must be submitted to the membership in writing, at least five (5) days prior to said meeting. The society bulletin shall be deemed a satisfactory method of written notification.

Section B – The regular meetings of the membership shall be held monthly at a time and place to be determined by a majority vote of all those members present at any regular meeting of the Association. (A date, time and place may be specified if you desire but then a change would require amendments to the bylaws.) A change in the established date, time and location of these regular meetings may be made by majority vote of the members present at any regular meeting and upon written notice to the membership of such change in the form of the Association bulletin or other notice.

Section C – Special meetings may be called by the President of the Association, a majority of the Board of Directors or by special request to the President of at least five (5) duly qualified members. The President will set the date, time and location of such meeting subject to the approval of the majority of the members of the Board of Directors and written notice to the membership at least three (3) days in advance of such meeting. If a majority of the membership is present at such special meetings, any business normally done only at regular meetings may be transacted. Notice of special meetings must also include a summary of the business items to be acted upon.

Section D – One-third (1/3) of the members shall constitute a quorum at any meeting of the membership.

Article VI – Board of Directors

Section A – The Board of Directors shall consist of _____ members. The President of the Association shall be a member of the Board of Directors and shall act as Chairperson. In the event of a vacancy on the Board, the remaining Directors, even if less than a quorum, shall fill the vacancy or vacancies for the unexpired term or terms by appointment. (You may not wish to have a Board of Directors at all, leaving the operation of the Association to the officers and members or you may wish to have an Executive Committee which is normally composed of the officers of the Association and can handle specified business of the club in the absence of a membership meeting.)

Section B – The term of the members of the Board of Directors shall be ______years (sometimes the term is 2 years with half the Board being elected each year giving continuity).

Section C – There shall be no established regular meetings of the Board of Directors required by the bylaws other than the requirement that at least one (1) such meeting will be held each calendar year. Special meetings of the Board of Directors may be called by the President or by notice signed by a majority of the Board of Directors and notice thereof given to all Directors not less than one (1) day prior to such meetings. These meetings may be held at any time or place agreed upon by the majority of the Board.

Article VII – Officers of the Association

Section A – The officers of the Association shall be a)President; b) Vice-President; c) Secretary; d) Treasurer.

These officers are elected by the membership for a one (1) year term (sometimes when a Board of Directors is used, they are authorized to elect officers – this allows the membership to retain control through their election of the Board members. The President should be an elected member of the Board – other officers may come from the Board or from the membership).

Section B – Vacancy in any office shall be filled by _______________. (Appointment by the Board of Directors for the unexpired term, appointment by the President, or election by the membership, as appropriate.)

Article VIII – Election of the Officers & Board

Section A – At the regular meeting in the month of October, the President will appoint a nominating committee composed of not less than ______ members including a chairperson for that committee. The committee will meet prior to the November meeting and choose a slate of candidates for officers (and/or Board of Directors) to be presented to the membership at the November meeting. At that time the chairperson of the nominating committee shall present the slate of candidates to the membership. The President will call for nominations from the floor. Upon close of nominations the President will call for a vote. This vote may be verbal, by hand or by secret ballot. However, if two or more candidates are nominated for a particular office then the vote shall be by secret ballot. Those candidates with the highest number of votes shall be declared elected by the President. In the event of a tie, the President will call for another vote (run-off).

Section B – Prior to the January meeting, the President will appoint committees and chairpersons thereof. All elections or appointments are subject to the approval of those elected or appointed. The installation of officers and announcements of appointments will be held at the January meeting.

Article IX – Duties of Officers

Section A – The duties of the President shall be 1. To preside at all meetings at which he or she is present. 2. To appoint all committees, with or without the assistance of the other officers. 3. To install the newly elected officers at the end of his or her term (or appoint someone to do so). 4. To call special meetings of the Association, committees, Board of Directors or any other meeting which may be requested as outlined in the bylaws. 5. In case of any question or demeanor, while in office, the President is further governed by Roberts Rules of Order.

Section B – The duties of the Vice-President shall be 1. To assume all duties of the President during his or her absence or upon request by the President, plus other duties which may be assigned.

Section C – The duties of the Secretary shall be 1. To keep all records of the meetings including meetings of the Board of Directors. 2. To send out all notices of regular or special meetings as deemed necessary by the President or Board of Directors. Meeting notices in the Association bulletin are deemed to comply with the bylaws.

Section D – The duties of the Treasurer shall be 1. To collect and record all dues, initiation fees, special fees, etc. paid to the Association as a result of its activities plus all other moneys due the Association. 2. To send out membership cards at the appropriate times. Note: Such cards are not valid unless signed by the President and/or Secretary. 3. To see that each member receives a copy of the bylaws. 4. To prepare and present at each regular meeting a report of the receipts and expenditures during the previous month. 5. To pay pre-determined accounts as may be authorized by the membership of the Association and to pay those bills presented and approved at each regular or annual meeting. 6. To prepare and submit all reports required by any governmental agency.

Article X – Committees

Section A – There shall be standing committees and select committees. All committees other than standing shall be created by the President as the need arises. All committee chairpersons shall keep a record of the proceedings and actions of their respective committees as a history and to assist successive committee persons.

Article XI – Approval & Amendments to the Bylaws

Section A – These bylaws may be approved or amended by a vote of two-thirds (2/3) of the membership present at any meeting of the membership provided proper notice of said meeting is given, in writing, as specified in these bylaws. The full text of the bylaws, or amendments thereto, which are proposed must be served upon each member at least five (5) days prior to the meeting at which such bylaws or amendments are to be voted upon. Proposals for amendments to the bylaws shall be instituted only by the Board of Directors or at least _____ or more members.

Article XII – Property rights of members

Section A – The property of this Association is irrevocable; dedicated to the objects and purposes of the Association as outlined in Article 1, Section B of these bylaws. (For non-profit corporations, you should refer here to the appropriate section of the Articles of Incorporation.) In the event of the dissolution of the Association, its properties and moneys shall not revert to the possession of the membership but 1. shall be given to another non-profit society or educational organization within (your area) which is to be chosen by the membership of the Stanislaus River Community Association, and whose aims and purposes are similar to those of the Stanislaus River Community Association. No part of any net earning or assets of the Association shall inure to the benefit of any member or individual . (This last sentence is needed for non-profit organizations.)

<strongArticle XIII – Parliamentary Authority

Section A – Robert’s Rules of Order (revised) shall govern all proceedings of this Association providing they are not in conflict with these bylaws.

Adopted [date]



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