CONSTITUTION AND BYLAWS OF

THE RHODE ISLAND CANOE ASSOCIATION, INC.

(d/b/a Rhode Island Canoe/Kayak Association)

ARTICLE I NAME

The name of the organization shall be "The Rhode Island Canoe Association, Inc." (hereafter, "The Association" ).

The Association may also be known as "The Rhode Island Canoe/Kayak Association."

ARTICLE II PURPOSE

A. To develop and promote boating and water safety practice through programs and clinics.

B. To provide members with the opportunity for recreational paddling.

C. To provide members with instruction and training in paddling techniques

D. To promote and sponsor competitive paddling events which may benefit various charities in the community.

E. To enable members to speak with a common voice on matters of concern to the paddlers..

F. To educate members and the general public on the importance of protecting the environment and making better use of our natural resources.

ARTICLE III MEMBERSHIP REQUIREMENTS

A. A membership shall consist of all members of a single household when dues are paid up to date.

B. Up to two adults per household are entitled to vote in club matters. An "adult" is any person who has reached his or her sixteenth (16th) birthday.

ARTICLE IV ADMISSION TO MEMBERSHIP (as amended November 19, 2007)

A. Any person may be admitted to membership to The Association upon submitting an application to the Membership Chairperson and paying a full year's dues. Dues paid after September December 1 shall be applied to the remainder of the year they are paid in, plus the complete following year.

B. Dues will be set by the Executive Board and payable within ninety (90) days of the beginning of the membership year.

C. The fiscal year shall be from May 1 through April 30. The membership year shall be from January April 1 through December March31.

ARTICLE V MEETINGS

A. Regular meetings of the Association shall be held on the third Monday of each month when feasible. There shall be no meeting in December.

B. The April meeting shall be the annual meeting at which officers will be elected.

C. A special meeting can be called by three officers or by a signed petition of one fourth of the members.

D. All business shall be conducted according to Robert's Rules of Order.

ARTICLE VI OFFICERS

A. The offices of The Association shall be President, Vice President, Recording Secretary and Treasurer.

B. Officers shall be elected at the April meeting and shall take office at once. The term of office shall be one year.

C. The office of President shall be limited to two consecutive one year terms .

D. Duties of the Officers.

1. The President shall:

a. preside at all meetings of The Association.

b. chair the Executive Committee.

c. appoint chairpersons to all standing and special committees.

(1) except under special circumstances, no one person shall be appointed to chair more than one standing committee at a time.

d. supervise all activities of The Association and insure that they are legal and constitutional.

2. The Vice President shall:

a. assist the President in any way he/she may request.

b. have a working knowledge of this Constitution and monitor the activities of The Association and notify the President when those activities are not in compliance with this Constitution. It shall be the duty of the Vice President to propose amendments to this Constitution as he/she deems necessary. The right to propose amendments shall not, however, be construed as being limited to the Vice President. No special powers of enforcement are granted to the Vice President beyond notifying the President.

c. discharge the duties of the President in his/her absence.

3. The Recording Secretary shall:

a. record the minutes of all regular and special meetings.

b. record the minutes of the meetings of the Executive Committee.

c. act as official correspondent of The Association.

d. discharge the duties of the President in the absence of the President and Vice President.

4. The Treasurer shall:

a. keep a ledger of the accounts of The Association

b. accept all receipts and pay all expenses of The Association that are approved by the Executive Committee.

c. prepare a monthly report (except December) specifying the sources of receipts and the reasons for expenses; this report shall be read at all regular meetings and a copy shall be given to the Recording Secretary for inclusion in the minutes.

d. discharge the duties of President in the absence of all other officers.

ARTICLE VII STANDING COMMITTEES

A. The Executive Committee shall

1. Be chaired by the President of The Association and consist of all other officers, the chairpersons of all standing committees, the chairpersons of all active special committees, all active past presidents who desire to remain on the board, and two or more members at large.

2. Have complete supervision of all general and financial affairs of The Association.

3. Appoint officers to fill unexpired terms.

4. Meet at least once each month (except December) at a place and time designated by the President. Five members of the committee shall constitute a quorum.

5. Allow non-committee members to attend committee meetings as interested spectators. They will have no vote but may ask questions when recognized by the Chair.

B. The Recreational Cruise (Flatwater) Committee shall:

1. Consist of a Chairperson and as many members as needed; recruited by the Chairperson.

2. Schedule various recreational cruises for the general membership and guests.

3. Appoint trip leaders for all trips scheduled by the Committee.

C. The Whitewater Committee shall:

1. Consist of a Chairperson and as many members as needed; recruited by the Chairperson.

2. Schedule whitewater trips for members and guests.

3. Appoint trip leaders for all trips scheduled by the Committee.

4. Run training sessions in conjunction with the Safety and Education Committee to teach whitewater techniques, not only to members, but also guests.

D. The Coastal Cruising (Sea Kayak) Committee shall:

1. Consist of a Chairperson and as many members as needed; recruited by the Chairperson.

2. Schedule various recreational cruises for the general membership and guests.

3. Appoint trip leaders for all trips scheduled by the Committee.

4. Run training sessions in conjunction with the Safety and Education Committee to teach proper techniques, not only to members, but also guests

E. The Competition Committee shall:

1. Consist of a Chairperson and as many members as needed; recruited by the Chairperson.

2. Schedule a minimum of one event annually. This event may be open to the public. The proceeds from the events may be donated to a charitable organization.

F. The Publicity Committee shall:

1. Consist of a Chairperson and as many members as needed; recruited by the Chairperson.

2. Be responsible for publicizing all of the Association's activities.

3. Act as a media liaison.

G. The Education and Safety Committee shall:

1. Consist of a Chairperson and as many members as needed; recruited by the Chairperson

2. Conduct programs and clinics that develop paddling techniques and other skills of interest to the paddler..

3. Conduct programs and clinics that promote boating and water safety.

4. The Association's Librarian shall be a member of this committee.

I. The Conservation Committee shall:

1. Consist of a Chairperson and as many members as needed; recruited by the Chairperson

2. Keep abreast of current actions by governmental, business, environmental, and other groups, when those actions affect, or may affect, waterways and bodies of water of concern to Association members.

3. Represent The Association at public meetings and hearings.

J. The Newsletter Committee:

1. Consist of an Editor and as many assistants as needed; recruited by the Editor

2. Publish a newsletter each month (except December) to be called the "Paddler".

K. The Web Page Committee:

1. Consist of a Webmaster and as many assistants as needed; recruited by the Webmaster.

2. Maintain an Association presence on the World Wide Web.

L. The Membership Committee shall:

1. Consist of a Chairperson and as many members as needed; recruited by the Chairperson.

2. Keep a membership roster.

3. Handle all membership inquiries.

ARTICLE VIII SPECIAL COMMITTEES

A. A Nomination Committee shall be appointed at the February meeting. Its responsibility shall be to submit a list of nominees at the March meeting for the various offices, including Members At Large of the Executive Committee. These nominees, and any others who are nominated from the floor at the annual (April) meeting, will become candidates for election to the various offices.

B. An Audit Committee may be appointed by the Executive Committee. Its responsibility shall be to audit the accounts and supplies of The Association and report its findings.

C. Other special committees may be appointed by the President as the needs arise.

ARTICLE IX INDEMNIFICATION OF OFFICERS AND MEMBERS.

A. The Association hereby indemnifies its officers and other representatives, such as members-at-large and event leaders against any and all liabilities incurred while acting in good faith on behalf of The Association in an official capacity.

ARTICLE X DISSOLUTION AND DISBURSEMENTS OF PROPERTIES

A. In event of the dissolution of The Association all assets will be divided between the American Canoe Association and the Greater Rhode Island Chapter of the American Red Cross or any other organizations with similar purposes.

ARTICLE XI AMENDMENTS

A This document may be amended by

1 Announcing in two consecutive issues of the newsletter.

2 The amendment(s) is (are) to be read at the meeting following the first announcement and

3 voted on at the meeting following the second announcement.

4 Requirement for passaage:

a Passage requires a 2/3 majority vote of the members when a quorum is present

b A quorum must be present at both meetings

c A "quorum" consists of tewnty-one (21) voting members or one third (1/3) of the total membership, whichever is less.

B Alternatively, voting may be done by proxy.

ARTICLE XII SUPERCESSION OF PRIOR CONSTITUTION

A. This Constitution and Bylaws becomes effective immediately upon final passage and supercedes the previous Constitution of the Rhode Island Canoe Association, Inc.