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Alaska Outdoors Club

Bylaws

Effective date: July 1 2008

The principal office of Alaska Outdoors (the "corporation”) in the State of Alaska shall be located at 3241 E43rd Avenue, Anchorage, Alaska 99508. The corporation may have such other offices, either within or without the State of Alaska, as the Board of Directors may designate or as the business of the corporation may require from time to time. The registered office of the corporation is required, by the Alaska Non-Profit Corporation Act, to be maintained in the state, but is not required to be identical with the principle office, and the address of the registered office may be changed from time to time by the Board.

1.1. Members.

Membership in this organization shall be open to individuals, organizations, and businesses in agreement with its purposes.

1.2. Membership Dues

Membership dues must be received within two weeks at the time of application for membership.

Dues of reinstating members must be received at the time of the annual meeting of the corporation each year or at a time established by the Board.

Each member, in good standing, shall be eligible for appointment by its membership to the Board of Directors; length of term to be determined at that time. All Representatives must meet the qualifications described under Article III, Section 2.

There are no regularly scheduled meeting of the membership. Members are represented at the annual or special meetings of the Board of Directors.

All formal and associate members of the corporation shall receive certificates of membership in the corporation annually, after receipt of membership dues. The Board of Directors may authorize any officer(s) or agent(s), to execute the certificates.

Members wishing to terminate their membership in the corporation may do so by submitting a letter of resignation to the Secretary, although the receipt and/or acceptance by the Board of Directors is not necessary for the resignation to take effect. All membership dues are non- refundable upon termination of membership.

The Board of Directors shall manage the property and business of the corporation and may exercise all of the powers of the corporation. The Board shall have the power to create and amend the rules and regulations for the management of the business and affairs of the corporation that due not conflict with these bylaws, articles of incorporation, or the State of Alaska statutes.

2.1. Number

The Board of Directors of the corporation shall consist of at least three members.

2.2. Residency

2.3. Members

The Board of Directors shall consist of two representatives from the formal membership.

2.4. Tenure

The term shall not be less than one year. Each director shall hold office until their term expires and a qualified successor is elected.

A board member may be removed from the Board with or without cause by a two-thirds (2/3) majority vote of the entire Board. In the event of removal, a replacement may be selected by the Board.

A board member may resign at any time by giving written notice to the Board. Unless otherwise specified in the written notice, the resignation will take effect upon its receipt by the Board. The acceptance of the resignation will not be necessary to make it effective.

No board member will receive compensation for serving on the board. Reimbursement for corporate business expenses may be authorized by a two-thirds (2/3) majority vote of board of directors.

7.1. Annual Meeting

The annual meeting of the Board of Directors for election of officers to succeed those whose terms expire, and for the transaction of other business as may properly come before the Board, shall be held at a time and place to be designated by the Board, whenever it is feasible to do so. The annual meeting shall be open to all members.

7.2. Special Meetings

Special meetings of the Board of Directors for any purpose(s) may be held upon the call of the President or Vice President, or upon the request of a member at a time and place fixed by the person or persons calling the meeting.

7.3. Attendance of Meetings

Members of the Board of Directors may participate in a meeting via electronic media, provided all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at the meeting.

7.4. Notice of Meetings

Notices, whether printed or electronic, stating the location and time of the meeting, along with the purpose(s) for which the meeting is called, shall be delivered not less than two (2) weeks prior to the annual meeting or for any other special meetings. Notices shall be given to board members at the direction of the President, Secretary, or other person(s) calling the meeting. If sent via mail, the notice shall be considered delivered when deposited in the United States Postal Service mail, or other form of delivery; addressed to the member at their address (as it appears in the records of the corporation), with postage thereon prepaid.

7.5. Quorum

A majority of the members of the Board of Directors shall constitute a quorum. The act of a majority by the directors present at a meeting, at which a quorum is present, shall be considered an act by the Board of Directors, unless the act of a greater number is required by under the Articles of Incorporation or Bylaws. At the annual meeting of the Board of Directors, at which a quorum is present, any business may be transacted, and the Board of Directors may exercise all of its powers. The business transactions of a special meeting are limited to the purpose given in written notice.

7.6. Proxies

At any meeting of the Board of Directors, a Director may vote in person or by proxy, which is executed in writing by that Director, or his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting(s). No proxy shall be valid after six (6) months from the date of its execution, unless otherwise provided in the proxy.

Any action taken by the Board of Directors at a meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed before such action, by a two-thirds (2/3rds) majority of the Board of Directors, except for Bylaw revisions, Articles of Incorporation revisions and the election of officers.

A director of the corporation, who is present at a meeting of the Board of Directors, at which action on any corporate matter is taken, shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

An Executive Committee of the Board of Directors shall be established consisting of the President, Vice President, Secretary, Treasurer, and a standing committee chairperson, designated by the President. The Executive Committee shall exercise all the authority granted by the Board of Directors in the management of the corporation, except where actions of the Board of Directors are specified by statute.

The officers of the corporation shall consist of a President, Vice President, Secretary, and Treasurer, each of whom shall be a formal member elected by the Board of Directors. Such other officers, assistant officers, and agents, as may be deemed necessary, may be elected or appointed by the Board of Directors.

The officers of the corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. If the election of officers is not held at this meeting, the election will take place as soon as possible. Each officer shall hold office until the successor is duly elected and qualified, or until death, resignation, or removal.

The Board may remove any officers by a two-thirds (2/3rds) vote of the total membership of the corporation, whenever, in its judgment, the best interests of the corporation will be served.

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. The duties and responsibilities of the President include:

5.1. President of the Board

When present, the President shall preside at all meetings of the Board of Directors.

5.2. Spokesperson

5.3. Authorized Signer

The President shall sign, along with the Secretary of the Corporation, certificates of membership in the corporation, whose issuance has been authorized by the Board of Directors. In addition, the President shall sign, with the Secretary, or other officer of the corporation authorized by the Board of Directors, any document or instrument whose execution has been approved by the Board of Directors.

5.4. General

The President shall perform all duties required by the office and other duties the Board of Directors may require.

In the absence of the President, the Vice President shall preside over all meetings or perform other such duties as may required on behalf of the President. In event of the President’s death or inability, the Vice President shall perform the duties of the President until the succeeding President is elected, and while so acting, shall have all of the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as assigned by the President or Board of Directors.

7.1. Meeting Minutes

Keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose

7.2. Send Notices

7.3. Take Custody of Records

7.4. Keep Register of Members.

Keep a register of the mailing address of each formal member which shall be furnished to the Secretary by such member.

7.5. Other General Duties

In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors

The Treasurer shall perform all duties incident to the office of Treasurer and other such duties as from time to time may be assigned by the President or Board of Directors. Treasurer serves ex-officio. The duties and responsibilities of the Treasurer shall include:

8.1. Corporation Assets

§ monitoring the control, receipt, and custody of all assets of the corporation

§ monitoring the disbursements of the corporation's assets as authorized by the Board of Directors

§ reporting the receipt, use, and disbursement of all assets of the corporation as authorized by the Board of Directors

When authorized by these bylaws, or by the Board of Directors, an officer of the corporation may execute any document or instrument on behalf of the corporation. If an officer does not have the legal capacity to execute a document or instrument, the Board of Directors shall designate another officer or member of the Board of Directors, to execute the document or instrument, in place of the legally incapable officer.

To facilitate the work of the corporation, the Board of Directors shall establish standing committees as stated in Article V, Section 6, and may organize other committees as needed. All committee activities shall be reviewed at the next meeting of the Board of Directors.

All committee members shall be members of the Corporation. In addition to the committee members designated by the Board of Directors, the President shall be an ex officio voting member of each committee.

Each committee chairperson will be selected and appointed by the President. Other committee members shall be nominated by the chair and ratified by resolution of the Board of Directors.

A chairperson, or any member, may be removed by a vote of the Board of Directors. A member may resign from the committee, at any time, by giving written notice to the Chairperson of the committee, which shall be effective upon receipt unless otherwise specified in the written notice.

Each committee shall report at least annually to the Board of Directors and Executive Committee. The Board of Directors or President may at any time request that a committee bring forth either a written or

5.1. Meetings

Meetings shall be held on an as needed basis and/or upon the call of the Chairperson or three members of a committee, but shall be held at least annually.

5.2. Meeting by Telephone Conference

Committee members may participate in a meeting via electronic media, provided all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute a presence in person at a meeting.

5.3. Notice of Meetings

Notice of the time and place of a committee meeting shall be given to all committee members and to the Chairperson by the person(s) calling the meeting. Notice shall be given either by mail, at least ten (10) days prior to the date on which the meeting is to be held, or telephonically, at least three (3) days prior to the date on which the meeting is to be held. Attendance of a committee member at any meeting shall constitute a waiver of notice of such meeting, except where the member attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any meeting, need be specified in the notice or in any waiver of notice.

5.4. Quorum

Unless otherwise established by a unanimous resolution of all voting members of the committee, the majority of the committee members shall constitute a quorum. The act of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.

The Board of Directors may authorize any officer(s) or, agent(s) to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the corporation, pursuant to Article IV, Section 10. Any such authority may be general or confined to specific instances, but in all instances determined by a resolution of the Board of Directors.

No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness, issued in the name of the corporation, shall be signed by such officer(s) or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

The Treasurer shall invest the funds of the corporation in accordance with the direction of the Board of Directors or a committee appointed for such purpose as the management of investments.

Title to all property and equipment shall be held in the name of the corporation.

Approvals for signatures, necessary on contracts, checks, and orders for the payment, receipt, or deposit of money, and access to the securities of the corporation, shall be provided by a resolution of the Board of Directors.

Any contributions, bequests, or gifts to the corporation shall be accepted or collected only as authorized by the Board of Directors. The Board of Directors must establish guidelines for accepting contributions, bequests, and gifts.

The Board of Directors will approve the annual budget of estimated income and expenditures. No expenses shall be incurred in excess of the total budgetary appropriations without prior approval of the Board of Directors.

A summary of the financial operations of the corporation shall be made at least annually to the membership and to the public under such form provided by the Board of Directors.

Independent legal counsel may be retained as needed by the Board, to ensure compliance with federal and state requirements; to review and advise the Board of Directors, its Officers, and Executive Director, on any, and all, legal instruments the corporation executes, such as leases, contracts, property purchases or sale; and review and advise on any official statement developed for the media (print, television, or radio).

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December of the following year.

Any person, who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that s/he is or was a Board member, officer, employee or agent of the corporation, may be indemnified by the corporation to the full extent permitted under the Alaska Nonprofit Corporation Act, as amended. Any determination required by the Act to be made as to the propriety of any indemnification may, whenever appropriate and permitted by the Act, be made by a quorum vote consisting of disinterested Board members, or by any other person(s) which such Board members may, by law, appoint. Any indemnification under this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of disinterested Board members, provisions of law, or otherwise, and will continue as to a person who has ceased to be a Board member, officer, employee, or agent and will inure to the benefit of the heirs, executors, and administrators of the person. Indemnification may include reimbursement of expenses, attorneys’ fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the person.

The corporation shall have the power, to the extent permitted by the Alaska Nonprofit Corporation Act, to purchase and maintain insurance, on behalf of any person who is or was a director, officer, employee or agent of the corporation, against any liability asserted against them and incurred by them, in any such capacity or arising out of their status as such, whether or not the corporation would have the power to indemnify them against the liability under the provisions of this Article.

All policies and practices of the Anchorage Outdoors shall be racially non-discriminatory. The Anchorage Outdoors admits members, directors, officers, employees, agents, and volunteers, of any race, sex, color, religion, national or ethnic origins, to all the rights, privileges, programs, and activities, generally accorded or made available to members, directors, officers, employees, agents, and volunteers of the Anchorage Outdoors.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets, not so disposed, shall be disposed by a Court of Competent Jurisdiction in the judicial district in which the principal office is located, exclusively for such purposes, or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes.

Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the corporation, under the provisions of these bylaws, or under the provisions of the Alaska Business Corporation Act, a waiver thereof in writing, signed by the person(s) entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

These bylaws may be altered, amended or repealed, and new bylaws may be adopted by the Board of Directors, at any regular or special meeting of the Board Directors by a two-thirds (2/3rds) vote of the entire Board of Directors. If the action is taken at a special meeting, notice of the proposed action must have been given in the meeting notice.