Toyota Land Cruiser Association

P O Box 2238

Rapid City, South Dakota 57709-2238

Adopted April 26, 1996

Amended May 16, 1997

Amended March 20, 1998

Amended December 18, 1998

Amended March 16, 2001

ARTICLE I – NAME

The name of this organization shall be:

Dakota Territory Cruisers, Inc. (DTC)

ARTICLE II – PURPOSE

The purposes of the DTC as organized are:

Social and educational opportunities for members.

To explore, maintain, preserve and enjoy with our fellow DTC members the inaccessible portions of our area.

To be readily available, when called upon, to help in emergencies where our four wheel drive vehicles and personnel are needed.

To support the Toyota Land Cruiser Association.

To preserve and promote multiple use of public lands.

The DTC shall operate without profit, shall be nonpartisan, and nonsectarian.

ARTICLE III – MEMBERSHIP

Section 1 – VOTING MEMBERS

: Persons seeking membership in the DTC, as a regular voting member must meet the following requirements:

Must be sponsored by a DTC member in good standing.

Must own a Toyota Land Cruiser, Pickup, or 4-Runner with four wheel drive that is titled in the member’s name.

Be a legally licensed driver, at least 16 years of age.

Participate, as a minimum, in three DTC functions to become and remain a member, as follows: Drive your 4WD vehicle on two DTC-sponsored functions; Attend at least one DTC general meeting.

Must agree to join the Toyota Land Cruiser Association, Inc.

Must show proof of adequate liability insurance.

Submit a processing fee, as designated by the Board of Directors, with the completion of the application form.

The prospective regular member will become eligible for vote upon completion of the requirements and/or upon recommendation by their sponsor to the Board of Directors not later than the Board of Directors meeting prior to the next general meeting. New members are approved by a majority vote of the members present at the general meeting.

Section 2 ASSOCIATE MEMBERS:

By nomination of the Board of Directors and by majority vote of the membership, any person or business may be elected to Associate Membership in the DTC, shall pay dues, shall not be entitled to vote, and shall not be entitled to hold any office of the DTC.

Section 4 CHARTER MEMBERS

: Those members listed herein are Charter Members of the Dakota Territory Cruisers and have been continuously since the DTC’s inception….Craig Kjar, Allan Birkholz, Larry Wittrock, Duane Nickel, Park Owens, Casey Meyer

Section 5 DUES

: The yearly dues of each member and associate member of the DTC shall be set by the DTC, and payable as designated by the Board of Directors. Dues must be paid within 30 days of the due date. Dues for new members are due the day they are voted into the DTC and are payable within 30 days of that date.

Section 6 MEMBERSHIP SUSPENSION/TERMINATION

:

No longer owns a vehicle as described in Article III, Section 1, Paragraph b.

Non-payment of dues — Any member who shall fail to pay the ANNUAL dues within thirty (30) days after the same shall become due and payable, or who shall fail to pay any indebtedness to the DTC within thirty (30) days after a bill for same has been rendered, shall be suspended from all privileges of membership. Reinstatement must be made by a two-thirds vote of the General Membership.

Non-participation — A member may be dropped from the rolls of the DTC due to non-participation by a unanimous vote of the entire Board of Directors. Reinstatement can be made by a two-thirds vote of the General Membership or by completing membership requirements as any other member. Non-participation shall be defined as not attending at least one (1) DTC function in any six month period.

Recall — Any member who shall conduct themselves in an irresponsible manner that, in the opinion of the Board of Directors, is not in the best interests of the DTC or when such actions bring discredit upon the DTC, shall be suspended from all privileges of the membership. Subsequent membership termination or reinstatement shall be made by a two-thirds vote of the General Membership.

Failure to adhere to both long and short term rules and regulations pertaining to OHV travel as defined by the governing land management agency or property owner is cause for immediate revocation of all privileges of membership. Upon examination of evidence of same, subsequent termination or reinstatement of membership will be at the discretion of the Board of Directors.

Any member leaving the DTC under unfavorable conditions shall return all evidence of DTC membership.

Section 7 DTC AND TLCA LOGOS

:

Upon the sale of a vehicle, members must remove all DTC and TLCA logos from their vehicle.

If membership is terminated for any reason, all DTC logos must be removed from the former member’s vehicle. TLCA logos must also be removed if TLCA membership is not continued.

ARTICLE IV – MEETINGS

Section 1 MEETINGS

: Meetings of the DTC shall be held at such time and place as selected by the Board of Directors. Changes to the time and place of the meeting shall not be made unless notice is given to the members not less than one month before such action is taken. However, there shall be not fewer than four meetings in any calendar year.

Section 2 ANNUAL MEETING

: The annual meeting shall be the third meeting of each calendar year. Notice of every annual meeting of the DTC shall be mailed by the Secretary to every member of the DTC at least two weeks before the date of such meeting. The DTC newsletter may serve as notification.

At the annual meeting, the order of business shall be:

Minutes of the previous meeting.

Reports of Officers/accomplishments of the past year and progress reports.

Announcements of results of the Annual election.

Vote on proposed bylaws changes.

Section 3 SPECIAL MEETINGS

: A special meeting of the DTC may be called by the Board of Directors or whenever one-third of the voting members of the DTC shall make a written request to the President for the same, specifying the object of the meeting, provided that not less than five days written notice of such special meeting shall be given to the members.

Section 4 CONDUCT OF MEETINGS

: All meetings shall be conducted according to parliamentary rules, and open discussion from the floor on all measures shall be encouraged.

Section 5 BOARD MEETINGS

: The Board of Directors shall meet at the direction of the DTC as necessary or when three or more Directors shall call for such meeting.

ARTICLE V – VOTING & QUORUMS

Section 1 DEFINITION OF VOTING MEMBER

: Voting members are defined as having met the requirements of Article III Section 1 and are identified on a membership application as applicant or spouse of applicant.

Section 2 WHO MAY VOTE

: Only voting members may cast votes for election of officers, changes to bylaws, and formal motions made at general meetings.

Section 3 QUORUM AT GENERAL MEETINGS

: For the purpose of voting at general meetings all voting members present shall constitute a quorum.

Section 4 QUORUM AT BOARD OF DIRECTORS MEETINGS

: At a meeting of the Board of Directors, a majority of the total members of the Board shall constitute a quorum and a majority vote of the Directors present at any meeting shall prevail.

ARTICLE VI – MANAGEMENT

The management of the DTC shall be vested in the President, President-Elect, Past President, Secretary, Treasurer, and two Directors who shall constitute the Board of Directors.

ARTICLE VII – OFFICERS AND OFFICER ELECTIONS

Section 1

: The President-Elect and Secretary shall be elected by a vote of DTC members at the second general meeting of the calendar year for a period of one year. The Treasurer shall be appointed by the Board of Directors for an indefinite period of time. The two Directors shall be elected by a vote of the DTC members at the second general meeting of the calendar year for a period of two years. Officers are limited to two (2) consecutive terms. The President is not elected as the President-Elect moves up to the President’s position in subsequent years.

Section 2

: DTC officers are elected by voting in person at the second general meeting of the calendar year or by mail vote. Mail votes must be received not later than 6 p.m. on the day of the second general meeting. Conditions and methods for a mail vote will be established by the Board of Directors.

Section 3

: In the event of a vacancy in any office except the President, the Board of Directors shall appoint a member in good standing to fill the unexpired term until the next general election.

ARTICLE VIII – DUTIES OF OFFICERS

(A) BOARD OF DIRECTORS

Section 1

: The Board of Directors shall have the power to manage all affairs of the DTC on any and all questions relating in any manner whatsoever to the DTC, and to make all contracts necessary for the proper transaction of all business. They shall have entire jurisdiction over all matters pertaining to the care, conduct, control, supervision, and management of the DTC and its finances.

Expenditures under $50 shall be authorized by a majority vote of the Board of Directors.

Expenditures of $50 or more shall be approved by a majority vote of the General Membership present at a regular meeting.

Section 2

: It shall be the duty of the Board of Directors to prescribe and publish rules regulating the use, care, and protection of DTC property.

Section 3

: Any member of the Board of Directors who shall absent him/herself from three consecutive meetings of such Board, unless he/she shall offer at the next meeting an excuse for his/her absence which is satisfactory to the Board of Directors, shall be deemed to have resigned as a member of said Board, and cease to be a member of the Board of Directors.

Section

4: The Board of Directors shall have the following specific powers:

To appoint Delegates to the different Associations of which the DTC may become a member or for the purpose of conferring with any Association or organization with respect to any matter in which the DTC may be concerned.

To make rules for the conduct of the members of the DTC and for their use of DTC property.

To suspend a member for any conduct in violation of rules or behavior improper or prejudicial to the interests of the DTC.

To fix and enforce penalties for the violation of DTC rules.

To prescribe rules for the admission of non-members or guests to the privileges of the DTC.

To call special meetings of the DTC to consider special subjects.

To prescribe additional duties for any officers, in addition to those herein set forth.

To appoint a Treasurer for an indefinite period of time.

(B) PRESIDENT

The President shall preside at all meetings of the DTC and Board of Directors and enforce all laws and regulations of the DTC. He/she shall perform such other duties as shall be imposed upon him/her by resolution of the Board of Directors. The President shall, with the Treasurer, sign all written contracts and written obligations of the DTC. The President shall have the power to appoint committees whenever it becomes necessary. If the President and Treasurer are from the same family, the President-Elect and the Treasurer shall sign all written contracts and written obligations of the DTC.

(C) PRESIDENT-ELECT

In the absence of the President, his/her duties shall be performed by the President-Elect. In the event of the death, disability, or resignation of the President, the President-Elect shall assume the duties of the President for the remainder of the term.

(D) PAST PRESIDENT

Acts as an adviser to the President. Is available to do special projects as requested by the President and/or the Board of Directors.

(E) SECRETARY

The Secretary shall keep minutes and other official reports of the DTC. The Secretary shall keep records, books, documents and papers relating to the DTC in such place as shall be designated by the Board of Directors. The Secretary shall perform such other duties as may be assigned by the Board of Directors.

(F) TREASURER

The Treasurer shall keep an account of all monies received by him/her and deposit same in the name of the DTC in such bank as designated by the Board of Directors. He/She shall not pay out any monies of the DTC except in such manner and for such purpose as shall be authorized by motion or resolution of the Board of Directors/General Membership. At each monthly meeting of the membership he/she shall make a statement of the financial condition of the DTC, and the membership shall, by motion, approve said report, and at the Annual Meeting of the DTC, he/she shall submit a detailed report of the financial condition of the DTC.

(G) DIRECTORS

The two at-large Directors shall be responsible to the Board of Directors for special activities and/or functions that come before the DTC and Board of Directors.

ARTICLE IX – AMENDMENTS

Amendments to these bylaws may be made at the Annual Meeting or at a meeting called for the purpose by a two-thirds vote of all members present, provided written notice of the proposed amendments shall be submitted to the Board of Directors and provided further, that notice of the proposed amendments shall be given to all members by the Secretary. An announcement published in the DTC newsletter shall be considered sufficient notice of proposed amendments.

The Board of Directors may delegate the responsibility of receiving bylaw proposals to a Bylaws Chairperson appointed by the President. The Bylaws Chairperson shall receive and screen bylaw proposals for proper wording, spelling, punctuation, etc. but shall make no judgment as to the content or validity of a proposal. The Bylaws Chairperson shall compile all proposals and submit same to the voting members no later than two (2) weeks prior to the Annual Meeting.

Voting on bylaw changes may be done by mail with conditions and methods of carrying out a mail vote established by the Board of Directors

ARTICLE XI – STANDING COMMITTEES AND REPRESENTATIVES

Section 1

 

: Land Use/Conservation

Section 2

: Bylaws

Section 3

: Nominating

Section 4

: Newsletter

Section 5

: Trail/Safety

Section 6

: Emergency Management/Search and Rescue

Section 7

: Membership and Public Relations

Section 8

: Fund Raising

Section 9:

Black Hills Cruiser Classic

The President shall appoint the above committee’s Chairperson not later than the second meeting after installation. The appointed Chairperson shall appoint the rest of his/her committee not later than the first meeting following his/her appointment.