Article I.  Name and Location

The name of the organization shall be "Western Pennsylvania Orienteering Club" hereafter referred to as "WPOC" or "the club".  The principle office of WPOC shall be located at 1904 Bates Drive, Johnstown, PA  15905.  The Board of Directors may change the address of the registered office by duly adopted resolution.  WPOC may maintain other offices within the Commonwealth of Pennsylvania.

Article II.  Purpose

2.1  The purpose of WPOC shall be to operate exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended, by promoting participation in orienteering events at the local, regional, state, and national level.  In furtherance of this purpose, WPOC may hold orienteering events; conduct instructional sessions, presentations, and demonstrations regarding orienteering; publish articles, pamphlets, newsletters and other materials about orienteering; produce orienteering maps; and engage in other activities that promote and support  the sport of orienteering.

2.2  WPOC shall not participate in local, state, or federal political campaigns, neither supporting nor opposing any candidate or proposition.  In addition, WPOC shall not, as a substantial part of its activities, engage in lobbying activities at any governmental level.

Article III.  Membership

3.1  Any person or family may be a member of WPOC by paying the annual membership dues.

3.2  There shall be three levels of membership:  individual, family, and junior.  An individual membership is available to anyone age 21 or older.  A family membership is available to any individual and includes his/her spouse and dependents living in the same household.  A junior membership is available to any individual younger than 21 years of age.

3.3  Dues shall be paid annually for each calendar year.  The amount of the dues payable to WPOC for each membership level shall be determined by resolution of the Board of Directors and shall be amended as necessary by resolution.  Renewing members shall have January 1 of each year as the due date for payment of that year's annual dues.  New members may join any time throughout the year by paying the current year dues; however, new members joining after September 1 of each year will be given membership for the balance of the current year, as well as the entire following calendar year.

3.4  Membership for a given year expires on December 31 of that year.  An individual or family who has been a member for a given year and has not renewed his/her/their membership for the next year before February 1 of the next year shall be notified by a designee of the Board of Directors.  The notification will be by e-mail or mail (for members without Internet access).  If the individual or family planned to renew but has not paid his/her/their dues for the year before the first orienteering event of that year (normally late March), he/she/they shall have membership terminated at the start of registration for the first event; such an individual or family may re-establish membership at any point in the future by paying the dues, as described in Article III, section 3.3.

Article IV.  Meetings of Membership

4.1  The annual meeting of the members shall be held within one month of the final fall orienteering event for the purpose of electing officers, receiving reports of officers, and any other business that may arise.  The President will schedule the time, date and location of the meeting.  Notice of the meeting and the agenda shall be provided to the members on the WPOC web site, by e-mail and by mail (for members without Internet access) at least 30 days prior to the meeting.  The President is responsible for preparing the agenda and chairing the annual membership meeting.  Any member may submit an item for the agenda to the president.

4.2  Additional meetings of the members may be called by the Board of Directors or members comprising at least 15% of the total number of members that are eligible to vote.  In either case, a written request shall be given to the President who shall schedule the meeting.  Notice of the location, date, time and purpose of such meetings shall be announced on the WPOC web site and sent to members by e-mail or mail at least 30 days prior to the meeting.

4.3  Each individual membership shall be entitled to one vote.  Each family membership shall be entitled to one vote per each family member, 21 years of age or older and  present at the meeting, up to a maximum of two eligible voters.  Junior memberships shall not be entitled to a vote and shall not be allowed to hold office.  All votes cast at a meeting must be in person.  Proxy voting shall not be permitted.

4.4  A quorum shall consist of seven members or 15% of the total number of members that are eligible to vote, whichever is greater.

4.5  A majority of members eligible to vote, present, and voting is necessary to adopt ordinary measures.  All measures shall be deemed ordinary except those proposing an amendment to the bylaws.

4.6  The secretary shall record the minutes of each meeting and record any votes taken and resolutions approved.  The minutes shall be published in the next newsletter or made available through the club web site.

4.7  The rules contained in the current edition of  Robert's Rules of Order Newly Revised shall govern the WPOC, except in cases where those rules are inconsistent with the Bylaws or any procedures adopted by the membership.

Article V.  Officers

5.1  The officers of WPOC shall be President, Vice President, Secretary and Treasurer.  All officers shall be members in good standing and shall perform the duties prescribed herein.

5.2  The President, Vice President and Secretary shall serve for a term of two years or until their successors are elected.  Officers shall be elected by the membership at the annual meeting in even-numbered years.  The term of elected officers shall begin immediately after the annual meeting at which they are elected.  The Treasurer shall be appointed by the Board of Directors and shall serve until a successor is appointed.

5.3  If an officer resigns or becomes unable to fulfill the duties of office, the Board of Directors shall appoint a successor to serve the balance of that officer's term, except in the case of vacancy of the office of President.  If the office of President becomes vacant, the Vice President shall assume the duties of the President and the Board of Directors shall appoint a successor Vice President.

5.4  The duties of the officers shall be as follows.

5.4.1  The President, subject to the supervision of the Board of Directors, shall coordinate the affairs of WPOC and preside at its meetings.  In addition, the President shall be responsible for scheduling WPOC orienteering events, including setting the dates and obtaining necessary permits and insurance documents.  The President shall be the point of contact with the United States Orienteering Federation (USOF), handling re-charter applications and appointment of representatives to the annual USOF convention.

5.4.2  The Vice President shall assist the President in performing presidential duties and shall assume the duties of the President in the President's absence.

5.4.3  The Secretary shall maintain minutes of the annual member meetings and the Board of Directors meetings.  In addition, the secretary shall maintain copies of the paperwork (and/or electronic files) associated with WPOC activities, including permits, insurance certificates, Bylaws and amendments, standing rules, contracts, charter certificates, correspondence and other documents as set by the President.

5.4.4  The Treasurer shall have charge and custody of all funds of WPOC, maintain accurate and up-to-date financial records, and file reports required by Board of Directors, the United States Orienteering Federation and government entities.  The Treasurer shall also be responsible for writing checks and depositing funds needed to implement the activities of WPOC and for filing an annual financial report with the membership via the newsletter or by sending the report to all members.

5.5  The current WPOC officers shall retain their offices after the Bylaws are adopted until their successors are elected.

Article VI.  Board of Directors

6.1  The Board of Directors shall have general supervision of WPOC between annual member meetings and shall have full authority to manage all activities of WPOC subject to actions taken at member meetings.  All actions of the officers and members of the club as they relate to implementing WPOC activities are subject to the approval of the Board.

6.2  The Board of Directors shall consist of the President, Vice President, Secretary and two elected non-officer Directors.  The Treasurer shall be a non-voting member of the Board of Directors.  The two non-officer Directors shall be elected for a period of two years; the election shall take place at the annual member meeting in odd-numbered years.

6.3  If a non-officer Director resigns or becomes unable to participate in Board activities, the Board of Directors shall appoint a successor to serve the balance of that director's term.

6.4  All Directors shall be members in good standing of WPOC.

6.5  A meeting of the Board of Directors may be called by the President or any two other Directors.  Notice of the agenda, date, time and location of the meeting shall be sent to all Directors using e-mail or mail at least 10 days prior to the meeting.  The Board may also meet via electronic forums  (e-mail or conference calls) to discuss issues and reach decisions.

6.6 A majority of the voting members of the Board that are in office shall constitute a quorum.   Any decision of the Board rendered at face-to-face meetings or via electronic forums shall have at least a quorum of the Board participating and voting.

6.7  The Board of Directors may appoint any WPOC member or group of members to coordinate or manage specific WPOC functions on an ad hoc basis.  Such functions may include, but are not limited to, the following:

 Equipment Manager
 Event Director
 Mapping Coordinator
 Membership Coordinator
 Newsletter Editor
 Publicity Coordinator
 Volunteer Coordinator

6.8  The two non-officer Directors will be elected at the first membership meeting following the adoption of the Bylaws and will serve this initial term for one year or until their successors are elected, according to Article VI, section 6.2.

Article VII.  Finances

7.1  The fiscal year for WPOC shall be the calendar year.

7.2  WPOC is a non-profit organization.  Dues, event entry fees and other monies received by WPOC shall be spent entirely for carrying out the stated purpose of the club (Article II).

7.3  No part of the net earnings of WPOC shall inure to the benefit of any individual, officer, director or member of the club.

7.4  The Board of Directors may authorize any WPOC member to enter into a contract in the name of or on behalf of WPOC.  Such authority may be general or confined to a specific instance.

7.5  No loans shall be made by WPOC to any individual or entity.

7.6  All checks, drafts or other orders for payment or indebtedness issued in the name of WPOC shall be signed by either the President or the Treasurer.  All funds of WPOC not otherwise employed shall be deposited in banks or other depositories as approved by the Board of Directors.

Article VIII.  Affiliation

WPOC recognizes the United Stated Orienteering Federation and the International Orienteering Federation (IOF) as the national and international governing bodies, respectively, of the sport of orienteering and shall abide by their rules and regulations, except where prevented by local conditions, laws or customs.

Article IX.  Amendment

These Bylaws (except as allowed for in Article I) may be amended at any meeting of the general membership by a two-thirds vote of the members that are eligible to vote, present and voting, provided that notice of the proposed amendment shall have been given at least 30 days prior to the meeting at which the amendment is voted upon.

Article X.  Dissolution

In the event of dissolution of WPOC, its net assets shall be distributed to one or more organizations operated exclusively for charitable and educational purposes and qualified as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, as amended.  No part of the net assets shall be distributed for the private benefit of WPOC members or other individuals.  The Board of Directors shall determine to which organization(s) the assets shall be distributed.

Approved on  ____________________

Witnessed by:

James L. Wolfe            _____________________________
President WPOC

Bryon Roland                _____________________________
Vice President  WPOC