Article 1: Name
The name of this organization shall be Outwoods.
Outwoods shall be an all-volunteer, nonprofit organization dedicated to providing a forum for quality, enjoyable, non-competitive recreational activities (o.k. “trips” or “events”), organized for and by members of the lesbian/gay/bi/transgender community and their friends.
The purpose and values of these activities shall be as follows:
A. to bring members of this community together in a sharing, supportive, respectful, and cooperative atmosphere
B. to foster a spirit of enjoyment and appreciation for the natural environment and its conservation and protection
C. to encourage safety and responsibility in recreational activities
Article 3: Subscribers
A. Outwoods shall have no official membership process; hence, no members and no dues.
B. Individuals subscribe to a monthly newsletter, mailed in time to arrive before the first day of the new month.
C. These subscribers will be trip leaders and participants in activities published by Outwoods.
D. Participants are expected to abide by the bylaws of Outwoods and the laws of the state/country when participating in an event published in the newsletter.
E. Activities published by Outwoods provide equal access and opportunity to participants without regard to race, color, creed, religion, national origin, sex, age, marital status, disability, public assistance status, veteran status, sexual orientation or gender identity.
F. The leaders of trips/events/activities have the right to deny an individual’s participation in any event they are leading if, in their judgment, the inclusion of the individual puts the safety of the group at risk or prevents the group from having an enjoyable experience in accordance with the core values listed in the Outwoods bylaws.
Article 4: Governance
A. Outwoods shall be governed by a Board of Directors (hereafter called “the Board”) consisting of not less than four and no more than seven persons. The Board shall consist of both men and women.
B. The Board shall have all the powers and duties necessary or appropriate for the overall direction of Outwoods. They may manage in such acts and do such things as are not prohibited by law or these bylaws.
C. The Board shall have a Chair and Treasurer. Other administrative tasks will be distributed among the Board members as interests, abilities and willingness allow.
D. The Chair shall be the principal officer of the corporation. S/he shall preside over meetings, determine the agenda, serve as official representative of Outwoods, and have the authority necessary for the fulfillment of these duties.
E. The Treasurer shall keep and maintain all financial records, receive and disburse funds according to Board policy, and give a financial report when requested by the Board.
F. The Board shall oversee the production and distribution of the Outwoods newsletter, hotline and website and shall ensure that its contents are in agreement with the decisions and policies of the Board.
G. A simple majority of the entire Board shall constitute a quorum. A quorum is necessary for any vote regarding a change in official Outwoods policy or bylaws. Other decisions will be made by those Board members present at duly announced Board meetings. Decisions will be made through a process of discussion. If a clear majority view does not emerge, the Chair will ask for a vote. In instances of a tie, the Chair may either table the issue or ask for another vote.
H. The Board shall meet as deemed necessary by the Chair or by a simple majority of the Board. Board members shall be informed of the time and place of the meetings no less than fourteen days before the meetings.
I. Board vacancies shall be posted in the monthly newsletter, hotline and website, and a period of a month will be given to those interested in being on the Board to make that interest known to a Board member in writing.
J. Officers and Board members shall be elected by a simple majority of the Board. Board members are elected for a three-year term. Tie votes for officers and Board members will be re-voted.
K. A Board member may be removed from the Board, or an officer from his/her position, with or without cause, by a simple majority vote of a quorum of the Board. Any Board member or officer whose removal has been proposed shall be given an opportunity to be heard at the meeting at which the removal vote is to be taken.
L. When a Board vacancy occurs, whether due to a resignation or a removal, the Board will decide whether to fill that vacancy as soon as possible or to wait for the annual Board election process. A Board member elected to fill a vacancy will be considered a regular three-year Board member, not just a Board member who is filling out the term of the replaced Board member.
M. The Board reserves the right to cancel the non-refundable newsletter subscription and deny individual participation in events published by Outwoods based on reported disrespectful, uncooperative and hostile behavior on trips/events/activities, continued complaints from other trip/event participants.
N. No voting by proxy shall be permitted in the meetings of the Board.
O. The Board provides equal access and opportunity to Board members, volunteers and participants without regard to race, color, creed, religion, national origin, sex, age, marital status, disability, public assistance status, veteran status, sexual orientation or gender identity.
Article 5: Dissolution
Outwoods shall exist until such time as the entire Board votes by a simple majority that it shall be dissolved. In the event of dissolution, all assets will be disposed of as determined by the Board, consistent with the corporation’s current legal and tax status.
Article 6: Miscellaneous
A. The fiscal year of Outwoods shall begin on the first day in January in each year. Terms of officers and Board members will officially begin and end on that date, unless the majority of the Board agrees that the circumstances of a particular situation warrant an exception to the date.
B. Outwoods shall not have a corporate seal.
C. Except as otherwise required by law, these bylaws may be amended in any meeting of the Board, provided that a written notice of proposed changes has been given to all Board members at least fourteen days prior to such meeting.