Bylaws

of the

Helena Dragon Boat Teams, Inc.

ARTICLE I. NAME OF CORPORATION

Section 1.1 Name of the Corporation. The name of the corporation is Helena Dragon Boat Teams, Inc. (hereinafter referred to as “HDBT”).

Section 1.2 Use of Other Names. HDBT may do business by other names, if approved by the Board of Directors and provided that all contracts and other formal documents clearly reflected the official name of HDBT. Contracts may only be executed in the official name of HDBT.

Section 1.3 Purposes: Helena Dragon Boat Teams has been organized exclusively for charitable, educational, recreational, and social purposes, including the following:

(a) Educate the general public about dragon boat history, safety, team building and diversity;

(b) Promote community awareness and enjoyment of dragon boating through organized dragon boat events and races;

(c) Provide an opportunity for people with diverse backgrounds and physical abilities to participate in a team water sport;

(d) Offer programs, demonstrations and other dragon boat activities for members and the general public;

(e) Promote fitness and wellness though dragon boat activities; and

(f) Engage in any other charitable, educational, recreational and social activities within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as it may be amended (the “IRS Code”), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the IRS Code.

ARTICLE II. MEMBERSHIP

Section 2.1 Membership. Membership in HDBT may be held by an individual (“an individual membership”) for annual periods running from January 1st through December 31st. Membership is available to all persons. An individual becomes a member of the team upon payment of the annual dues and registration for a minimum of one annual dragon boat race per year.

Section 2.2 Dues. Annual dues of membership may be charged in an amount set by the Board of Directors, and ratified by vote of the membership. Dues, once established, remain the same until changed by the Board of Directors and ratified by the members.

Section 2.3 Quorum. A quorum of the membership consists of half of the current members, rounded up to the nearest whole number.

Section 2.4 Voting. An individual membership is entitled to one vote. Votes may not be made by proxy. Unless otherwise provided, a simple majority of the membership is sufficient for action whether votes are cast in person, by email or postal mail.

Section 2.5 Annual Meeting. The annual meeting of the membership will normally occur on the second Saturday of January.

Section 2.6 Other Meetings. Such other meetings may be called at the request of the Board of Directors or the membership, upon notice mailed or sent electronically to the membership, or announced at a meeting.

Section 2.7 Representation. All individuals representing HDBT in and before groups, commissions, and legislative bodies must be current members of HDBT.

ARTICLE III. ELECTED OFFICERS

Section 3.1 Officers. The elected officers of HDBT Board of Directors are a president, vice president, treasurer, and secretary, who are elected by the membership. All officers must be current members of HDBT for the term of their elected or selected service.

Section 3.2 Terms of Office. Elected officers’ terms will be for two (2) years, and staggered to promote continuity. No officer can be elected to the same office for more than two, consecutive 2-year terms. An officer will forfeit his or her position on the Board upon missing three consecutive Board meetings without prior approval from the Board president. Elections or appointment, and the duration of terms, may be altered from time to time to achieve these goals.  Unless altered, the term of an officer shall expire at the end of the first week in March of the second year of his or her term.

Section 3.3 Election of Officers. Officers are elected at the annual meeting, or in extraordinary circumstances by other means with approval of the Board of Directors. A secret ballot must be used at the election if requested by any member. If there is only one candidate for an office, that person may be elected by acclamation.

Section 3.4 Vacancies. Vacancies that occur during the term must be filled by a willing member who is selected by the Board of Directors.

Section 3.5 Compensation or Reimbursement. No officer will be paid any compensation for any services to HDBT, but the Board of Directors may authorize reimbursement for any expenses incurred by an officer in the performance of the duties of the office.

Section 3.6 Resignation. Any officer may resign from the Board at any time. Such resignation will be made in writing or orally to the President, and will take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President. Resignation will not discharge an accrued obligation or duty of an officer.

Section 3.7 Removal of Officers and Members. Any officer or member may be removed from office during a term for misfeasance, malfeasance, or nonfeasance upon the affirmative vote of the membership. Such a vote to remove an officer or member may only occur at a meeting where written notice of the upcoming vote to remove is given to the membership at least ten (10) days in advance of the meeting. An officer, or member may be suspended from the duties and privileges of the office and membership by the affirmative vote of the other members of the Board of Directors, for a period of not more than thirty (30) days, pending a vote by the membership on whether to remove the officer or member.

ARTICLE IV. BOARD OF DIRECTORS

Section 4.1 Board of Directors. The Board of Directors (Board) consists of the elected officers of HDBT. The President will also be authorized to appoint up to two (2) at-large members, subject to approval by the majority of the Board. All officers must be members of HDBT in good standing for the term of their elected or selected service.

Section 4.2 Terms of Office. As with elected officers, at-large members of the Board of Directors’ terms will be for two (2) years, and staggered to promote continuity. No at-large member of the Board of Directors can serve on the Board for more than two, consecutive 2-year terms. An at-large member will forfeit his or her position on the Board upon missing three consecutive Board meetings without prior approval from the Board president. Elections or appointment, and the duration of terms, may be altered from time to time to achieve these goals.  Unless altered, the term of an at-large member of the Board of Directors shall expire at the end of the first week in March of the second year of his or her term.

Section 4.3 Quorum. A quorum of the Board of Directors consists of one-half the number of officers rounded up to the nearest whole number.

Section 4.4 Voting. When a quorum is present, a simple majority of the present directors and voting is sufficient for action.

Section 4.5 Authority. The Board of Directors will have the authority to make expenditures, set policies and make all decisions on behalf of HDBT, unless expressly prohibited elsewhere in these Bylaws.

ARTICLE V. CONFLICT OF INTEREST POLICY

Section 5.1 Purpose. This policy statement is intended to protect HDBT’s interest in any transaction that could benefit the personal financial interest of a HDBT officer or any member with funding or policy authority.

Section 5.2 Duty to Disclose. Any HDBT member must disclose to the Board of Directors any potential conflict of interest where the member may financially benefit. A member may have a financial interest but no conflict of interest. The Board will determine if a conflict does exist, and take appropriate action as necessary.

Section 5.3 Failure to Disclose. Failure to make a timely disclosure of a potential conflict of interest to the Board, as required above, will be considered a violation of this policy.

Section 5.4 Board Responsibility. Upon receiving a report of a potential or actual conflict of interest, the Board will review all circumstances available in a timely fashion and render a ruling by majority vote of the Board of Directors. HDBT President will preside over this issue. Board officers who are the subject of the conflict of interest are excluded from any Board review and deliberations regarding any issue related to the conflict.

Section 5.5 Director Interest in Board Decision. Whenever an officer, or member has a financial or personal interest in any matter coming before the Board, the affected person will:

(a) fully disclose the nature of the interest, and

(b) withdraw from discussion, lobbying and voting on the matter.

Any transaction or vote involving a potential conflict of interest will be approved only when a majority of disinterested officers determine that it is in the best interest of the corporation to do so. The minutes of the meetings at which such vote is taken will record such disclosure, abstention, and rationale for approval.

Section 5.6 Annual Conflict of Interest Statement. Each officer or member with funding or policy authority will annually sign a statement which affirms such person has:

(a) received a copy of the corporation’s conflict of interest policy;

(b) has read and understands the policy;

(c) agreed to comply with the policy; and

(d) understands the corporation is charitable and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

The Board secretary will retain copies of the conflict of interest disclosures for the duration of each officer’s term of office or member’s period of service.

ARTICLE VI. PARTICIPATION POLICY

Section 6.1 Release of Liability. HDBT may require a release of liability from all persons who participates in events or activities that HDBT sponsors. HDBT may also require a release from the parents or guardians of participants under the age of 18.

ARTICLE VII. HDBT FUNDS

Section 7.1 Source of Funds. HDBT may accept donations, gifts, and other forms of contributions. In addition to dues, HDBT may raise funds by conducting activities consistent with the purpose of HDBT.

Section 7.2 Annual Budget. The Board of Directors will develop an annual budget for presentation to and approval by the general membership at the annual meeting.

Section 7.3 Treasurer’s Authority. The Treasurer may make expenditures on behalf of HDBT in the regular course of business. The Treasurer may not make expenditures that exceed amounts budgeted and approved by HDBT without Board approval. The Board of Directors, by majority vote, may suspend the Treasurer’s spending authority for such times as the Board deems appropriate.

Section 7.4 Audit of Expenditures. The bank statement for the Helena Dragon Boat Team, maintained by the Treasurer, will be reviewed monthly by the President and/or the Vice President. A financial report for the previous year will be presented at an HDBT meeting by March 1st of each year. The President will appoint two (2) members as the audit committee. The audit committee will annually review all expenditures of HDBT funds, review receipts, and bank statements, and report the committee findings to the Board of Directors. The audit committee will also review all records when there is a change in the Treasurer.

ARTICLE VIII. AMENDMENTS

Section 8.1 Amendment of Bylaws. Initiation of amendments to the Bylaws is accomplished by the affirmative vote of a simple majority of members present at the annual meeting, or a majority vote of the Board of Directors. The Bylaws may be amended at any time, upon a two-thirds (⅔) affirmative vote of the members.

Section 8.2 Notice and Approval of Amendment of Bylaws. Notice of the proposed amendment to the Bylaws and the meeting date at which the vote will be taken must be sent to the membership at least ten (10) days before such meeting. The notice must contain the text of the proposed amendment and a summary of the reasons for the proposed amendment. A simple majority of the members present and voting is sufficient for the approval of an amendment.

Section 8.3 Member’s Rights. The HDBT membership may seek to amend the Bylaws. A proposal to amend the Bylaws and a copy of the proposed amendment must be mailed to the membership at least ten (10) days before a scheduled meeting at which a vote will be taken on the proposed amendment. The notice must contain the text of the proposed amendment and a summary of the reasons for the proposed amendment. A simple majority of the members present and voting is sufficient for approval of an amendment.

ARTICLE IX. DISSOLUTION AND OTHER PROVISIONS

Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows:

Section 9.1 Educational and Charitable Purposes. Notwithstanding these Bylaws, the corporation is organized and will be operated exclusively for educational and charitable purposes, as these terms have been and will be defined pursuant to the sections 170(c) and 501(c)3 of the IRS Code. All powers of this corporation will be exercised only in such manner as to assure the operation of this corporation exclusively for educational and charitable purposes so as to maintain the corporation’s exemption from federal income tax and allow contributions to be deductible pursuant to the IRS Code. All purposes and powers herein will be interpreted and exercised in a manner consistent with this intention.

Section 9.2 Net Earnings. No part of the net earnings of the corporation will inure to the benefit of, or be distributed to its members, directors, officers, private shareholders or individuals, except that the corporation will be authorized and empowered to pay reasonable compensation for services actually rendered, and to make payments and distributions in furtherance of the corporation’s purposes set forth in these by laws.

Section 9.3 Non-Political Purpose. No substantial part of the activities of the corporation will consist of the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided IRS Code governing 501(c)3 charitable corporations), and the corporation will not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 9.4 Allowed Activities. Notwithstanding any other provision of these Bylaws, the corporation will not carry on any other activities not permitted to be carried on by:

(a) by a corporation exempt from the federal income tax under section 501(c)3 of the IRS Code, or

(b) by a corporation, contributions to which are deductible under section 170(c)2 of the IRS Code, or the corresponding section of any future federal tax code.

Section 9.5 Dissolution. In accord with HDBT Articles of Incorporation, Article VI, distribution and dissolution, except as may be otherwise required by law, the corporation may at any time authorize a petition for its dissolution. In the event of any liquidation, dissolution, termination, or winding up of the corporation (whether voluntary, or involuntary, or by operation of law) the property or assets of the corporation remaining after providing for the payment of its debts and obligations will be conveyed, transferred, distributed and set over outright to one or more educational or charitable institutions or organizations, created and organized for non-profit purposes similar to those of the corporation, which qualify as exempt from income tax under section 501(c)3 of the IRS Code, as a majority of the total number of the directors of the corporation may by vote designate and in such proportions and in such manner as may be determined in such vote, or to the federal government, or to the state or local government, for a public purpose, provided further, that the corporation’s property may be applied to educational or charitable purposes in accordance with the doctrine of cy pres in all respects as a court having jurisdiction in the premises may direct.

ADOPTED by the Board of Directors this ___ day of April 2018.

JoAnne Thun, President, Helena Dragon Boat Teams, Inc. Date

Phil Cohea, Treasurer, Helena Dragon Boat Teams, Inc. Date

APPROVED BY MEMBERSHIP on May 14, 2018.