By-Laws

PURPOSE:

The Roadrunner Prospectors’ Club, Inc. (RRPC) fosters the science and art of prospecting and placer mining in service to and for its general membership; and to acquire and manage claims for the exclusive use of the general membership.

DEFINITIONS:

RRPC hereinafter refers to Roadrunner Prospectors’ Club, Inc.

The Board hereinafter refers to the Board of Directors and Officers of Roadrunner Prospectors’ Club, Inc. collectively.

Member in good standing, hereinafter used as it relates to individual conduct, such as, keeping dues and fees current and the member’s adherence to the Roadrunner Prospectors’ Club, Inc. Bylaws, Rules and Regulations, or State and Federal Regulations of governmental bodies under whose jurisdiction the RRPC operates.

Dues, hereafter relates to the initial charge to join RRPC, and the monthly installments paid until Life Member status is paid in full.

Fees, hereinafter relates to the initiation fee consisting of administrative costs and a Map Pack; the Federal Mining Charge (FMC) fee which is Federal and State mining charges; and Transfer Fees which are administrative costs incurred with the buying, selling and transfer of a Lifetime Membership.

Charter Member, hereinafter is one of the first fifty members who joined the RRPC.

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ARTICLE I.    MEMBERSHIP AND DUES

SECTION 1.  Prospective members will be granted membership upon return of the signed application form; assenting they read and understand the Roadrunner Prospectors’ Club, Inc. Bylaws and the Rules and Regulations; and upon payment of dues and fees.  The new member is encouraged to attend a “New Member Orientation” meeting within the first year of membership.  Membership is assigned to an individual with privileges (except for voting) extended to the member’s immediate family.  The member’s voting right may be exercised by the member’s spouse/significant-other, or a member’s representative by written proxy; but only one voting right is allowed per membership.

SECTION 2.  A member’s family consisting of a spouse/significant-other and their children under the age of twenty-one shall be entitled to RRPC membership privileges.

SECTION 3.  Each member is entitled to all rights and privileges of the RRPC, providing all membership dues and/or fees are current per their contract, subject to Article 1., Section 5, regarding expulsion or suspension.

SECTION 4.

A. Members are allowed to bring guests to any club function or to the RRPC’s claims so long as the member assumes total responsibility for the actions of their guests and any applicable fees.

B. No member shall be allowed to use RRPC’s claims or property, in pursuit of any commercial activity which is detrimental to the RRPC, for the purpose of business financial profit or gain.  The RRPC may approve the sale of merchandise or other commercial activity at scheduled outings or activities.

SECTION 5.

A. The majority vote of The Board shall have the power to expel or suspend a member for violation of RRPC Bylaws, Rules and Regulations, Federal and State land regulations, or repeated conduct that is detrimental to the benefit of the general membership.  The member shall be given a written 30-day notice to desist and reconcile any violations.  Noncompliance will lead to expulsion or suspension from the club.  Said member shall have the right to appear and defend themselves before The Board.

B. Membership privileges will be suspended for nonpayment of membership dues or fees which become 60-days or more past due.  Members will be notified and given 30-days to become current or they will be dropped from the membership database; and all previously paid dues and fees will be forfeited.  Additionally, restoration of membership privileges or the granting of financial hardships may be done at The Board’s discretion.

SECTION 6.

A. Any member who is expelled shall forfeit all rights and privileges in the RRPC and shall not have the right to recover any membership dues and fees previously paid.

B. The Board shall be empowered with authority to levy fines upon any member who does not abide by the RRPC’s Bylaws, Rules and Regulations, and to include our Plans of Operations, Notices of Intent to Operate, U.S. Army Corps of Engineers’ Section 404 (Clean Water Act), and the act of leaving unfilled prospecting sites/holes on RRPC claims.  Subject fines will be equal to the estimated cost or actual cost of reclamation for a specific area, based on guidelines as set by Bureau of Land Management (BLM).  General guidelines regarding handling of such situations and fines will be incorporated into the RRPC’s Rules and Regulations by The Board.

SECTION 7.

No member shall continue to use a RRPC’s mining claim or contiguous claims for more than 14 days in any 30-day period; or to exceed lesser limits imposed by Federal or State agencies in the claim’s Plan of Operations.

SECTION 8.

The RRPC shall not be held responsible for injuries or damage sustained by members while on RRPC’s claims and property, or at RRPC functions.

SECTION 9.

A. Buying and selling members must be in good standing when transferring or selling memberships.  Effective August 1, 2017, memberships that were in effect on or before December 31,1995, (memberships #4249 and lower) can be sold or transferred one time to any RRPC member who is past their second-year anniversary date.  A transfer fee of $250 will be assessed on membership transfers or sales.  Any sale or transfer of a membership is not effective until reported and accepted by the RRPC Treasurer.

B. Memberships acquired after December 31, 1995 (memberships #4250 and higher) are not transferable.

SECTION 10.

Membership dues and initiation fees shall be recommended by The Board and approved by a majority vote of the general membership present.

SECTION 11.

No member, Officer or Director having a monetary interest or association with any business before the RRPC, or The Board, shall have a vote on said business.

SECTION 12.

A Lifetime membership is based on the life of the primary member.  The membership, upon death of the primary member, may be assumed by the spouse/significant-other until their death; at which time the membership expires.  The assumed membership can be transferred or sold pursuant to ARTICLE I., SECTION 9. of these Bylaws.

SECTION 13.

Effective January 1, 2005, Annual and Lifetime members will be assessed a Federal Mining Charge (FMC) each year.  Charges are due prior to December 1st of each.  The amount of the assessment is adjustable, reflecting annual government-based mining assessments placed on our claims.  Each September The Board will review the amount paid to the Bureau of Land Management (BLM) and adjust the member’s portion of the FMC proportionately, rounded up to the nearest dollar.

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ARTICLE II.    PROPERTY

SECTION 1.

A. No property, rights, titles or monies shall accrue for the benefit of any individual of the RRPC.  The Board will hold these items in safekeeping for the RRPC’s membership collectively.  The Board may commit RRPC funds for the purchase and maintenance of all property, deemed necessary or expedient for the benefit of the RRPC.  The Board may sell or dispose of claims or property deemed by them to be unproductive or no longer desirable for the RRPC’s stated purposes.  The Board’s actions on sales, purchases, and expenditures, without general membership approval, will be held to the dollar limits stated in Article III, Section 7. C.

B. The Board is authorized to grant membership privileges in return for services or property rendered that benefits the club.

SECTION 2.

There shall be an annual review of the RRPC’s financial transactions at the close of the fiscal year by a CPA.  This review will be presented to The Board no later than October 31st and be available at the club office for member review for 60-days and as applicable under Arizona statute.

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ARTICLE III.    BOARD OF DIRECTORS AND OFFICERS 

SECTION 1.

The entire management and business of the RRPC shall be vested in the Officers and Board of Directors, who shall be elected from among the regular members of the RRPC by the general membership, at the annual meeting.  All RRPC Officers and Board Members have the right to vote on issues before The Board at the monthly Board Meetings or at Executive Sessions, subject to ARTICLE I., SECTION 11.

A. The Board of Directors is comprised of up to eleven (11) elected Directors for a term of two (2) years.  Qualifications of nominees for Board positions shall be verified by The Board prior to inclusion on the ballot.

B. The Officers, consisting of President, Vice-President, Secretary and Treasurer, shall be elected for a two-year term from the general membership at the annual meeting.  Beginning in the year 2000, the President and Secretary shall be elected for a two-year term and the Vice-President and Treasurer shall be elected for a one-year term.  Thereafter, during even numbered years, the President and Secretary shall be elected for a two-year term; and during odd years, the Vice-President and Treasurer shall be elected for a two-year term.  Qualifications of nominees for Officers shall be verified by the Board prior to inclusion on the ballot.

C. A vote of at least one percent (1%) of the general membership is required for any qualifying member nominee for Board officers.  If the nominated candidate does not meet the required one percent (1%), then the position for the full term shall be filled by a majority vote of the Board of Directors at the next regular board meeting.  The person so elected by The Board must be a Roadrunner Prospectors’ Club member in good standing, for a period of at least one year; and such person must consent to his or her election by The Board.

D. The Board shall use the following procedure to fill a vacancy created by any unfulfilled term.  The next highest receiver of votes in the last election will fill the Board vacancy to complete the term.  If the next highest vote recipient cannot serve for any reason, the subsequent highest vote recipients will be eligible until no candidate exists; in which case, the vacancy will be filled by nomination by the current Board.

SECTION 2.

The Board shall adopt written Rules of Procedure.

SECTION 3.

The Board shall not receive any compensation from the RRPC; however, they will be entitled to their Federal Mining Charge (FMC) to be waived for each calendar year of service completed, in accordance with board duties and obligations.

SECTION 4.

The Board will hold monthly meetings which shall be attended either in person by the Board members or telephonically, if necessary.  Board members are expected to attend no less than five (5) Board meetings in a calendar year.  The time and date of the meetings shall be made public.  The Board shall be subject to call at any time or place by the President, or at the request of two (2) or more Board Members for special meetings.

SECTION 5.

A meeting quorum shall consist of most existing Board members in attendance and those present telephonically.  A telephonic appearance by a Board member shall qualify as being present for the entire board meeting in the event of a disconnection.  A quorum majority of Board members shall remain pertaining to any matter up for vote during the duration of the meeting by Board members remaining.

SECTION 6.

The Board shall adopt and enforce Rules and Regulations, consistent with these Bylaws, for the governance of the RRPC and the conduct of its members.  The Board of Directors shall create such standing committees and special committees as they may determine to be necessary and convenient.  All Directors and Officers shall serve on a committee.

SECTION 7.

The duties of the Officers shall be as follows:

A. The President shall preside at all general meetings of the membership, shall have general supervision of the affairs of the RRPC, and shall sign or countersign all certificates, contracts, and other instruments of the RRPC as authorized by The Board.

B. The Vice-President shall act as President in the absence or disability of the President.

C. The Treasurer shall be custodian of the funds of the RRPC and shall keep regular books of the account and disburse the funds in the regular course of the RRPC’s business; or as may be authorized by The Board, take proper vouchers for such disbursements; upon requirement by the Board or Directors, shall render an account of all transactions executed by the Treasurer.  The Treasurer shall have authority to issue payments of less than five-hundred dollars ($500) without prior approval from The Board.  Payments of five-hundred dollars ($500) or more, but less than two-thousand dollars ($2,000.00), shall require The Board’s approval.  Payments in the number of two-thousand dollars ($2,000.00) or more, shall require approval of the general membership.

D. The Secretary shall be a member of the Board and is expected to be physically present at the regularly scheduled Board meetings, as well as special meetings; and shall issue notice of all special meetings and make such reports, keep minutes, and perform such duties as are required by the Board.  The President shall serve as secretary, or designate another Board member to serve as “acting secretary”, for the meeting in the event of the absence of the Secretary.

SECTION 8.

A. Any candidate for office must have been in the club and in good standing for at least one (1) year.

B. Any member or office holder (President, Vice President, Secretary or Treasurer) of the Board of Directors, whether elected or appointed, who for any reason resigns from his or her position prior to completion of their term in office, except for reasons of personal or immediate family health or conflict of interest; will not be eligible for consideration or nomination for such positions for two (2) years from the date of resignation.

SECTION 9.

Any candidate for office shall have the right to address the general membership at an open meeting two (2) months prior to the annual elections; and/or shall be allowed to make a statement in the newsletter, (limited to 100 words or less), of qualifications, experience and reason(s) for desiring to serve.

SECTION 10.

 Any Officer or Director may be removed at any time, with cause, by the affirmative vote of two-thirds (2/3) of The Board.

SECTION 11.

The RRPC shall reimburse any person who incurs club related expenses because he or she is or was an Officer, Director, employee, or agent of the RRPC.

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ARTICLE IV.    MEMBERS’ MEETINGS

SECTION 1.

The Annual Meeting of the general membership shall be held on the third Thursday, in November, at 7:00 P.M., at a place designated by the Board of Directors.

SECTION 2.

The general membership meeting shall be held at a place designated by the Board of Directors on the third Thursday of each month, at 7:00 P.M.

SECTION 3.

A special meeting of the membership may be called by the President, or two members of The Board, at any time at their discretion or upon the written request of one hundred (100) members.  Written notice of such meeting’s objectives shall be given least ten (10) days prior to the date of the meeting.  At such special meetings, no business shall be transacted other than what is stated in the notice.

SECTION 4.

A quorum for the transaction of business at a general membership meeting shall consist of most the members entitled to vote thereat; present, in person, or by proxy in writing.

SECTION 5.

A. Every membership having the right to one (1) vote at a meeting of the members, shall be entitled to exercise such vote in person, by signed proxy, or ballot.  All elections shall be determined, and all questions decided, by most the votes cast.

B. The ballots for the election of the Board of Directors and Officers shall be mailed out five (5) business days after the October general membership meeting.  All ballots must be received with the return name and address label affixed and legible, and will be checked off the membership list by the election official.  All ballots must be received prior to the start of the Annual Meeting.

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ARTICLE V.    MISCELLANEOUS

SECTION 1.

These Bylaws may be amended, modified, or repealed by a majority of votes cast by the membership at any meeting called for that purpose.