Desert Wranglers By-Laws

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Nevada and the Articles of Incorporation of Desert Wranglers Jeep Club.  In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Nevada, said Non-Profit Corporation Act shall be the prevailing controlling law.  In the event of a direct conflict between these provisions of the Bylaws and the Articles of Incorporation of Corporation/Organization, it shall then be these Bylaws which shall be controlling.

Article I. LEGAL

NAME

The legal name of the Non-Profit Corporation/Organization shall be known as Desert Wranglers Jeep Club and shall herein be referred to as the Desert Wranglers or DW.

PURPOSE

General Purpose

The general purposes for which the Desert Wranglers established are as follows:

Desert Wranglers is established within the meaning of the IRS Publication 557 Section 501c3 Organization of the Internal Revenue Code of 1986, as amended (“the Code”) or corresponding section of any future federal tax code and shall be operated exclusively for the mission of the Desert Wranglers Jeep Club to promote –

Coordination and support off-road events including educational, charitable, and social, for club members.

To introduce, train, and educate new as well as existing members about the mechanical, technical, practical, and ethical aspects of safe & responsible Jeep off-roading.

To focus primarily on scenic explorations of trails, with the emphasis on less difficult rated trails 1-4; during club outings, vehicles may cross obstacles to get to a destination, but trip routes are not typically planned just to overcome obstacles. Desert Wrangler runs are not about “hardcore rock crawling” that may cause vehicle damage or vehicle occupant injury.

To foster pride and friendship within the off-road community.

To promote the responsible use of public lands and conduct our outing in accordance with related conservation programs such as Tread Lightly, Inc.; and volunteer our assistance.

To assist, on a voluntary basis, with other relevant community non-profit, charitable, and public/government organizations.

To function on a not-for-profit basis, as defined and regulated by the state of Nevada. No salaries nor perks of financial value shall be distributed to any individual. All income received by the organization, whether it be from dues, member assessments, donations, grants, or other fundraising sources shall be used for bona fide operating expenses or expenses incurred for education, training, or charitable endeavors as approved by the Board of Directors.

In addition, Desert Wranglers has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, Desert Wranglers shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes.

Desert Wranglers shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Nevada and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of Desert Wranglers. At no time and in no event shall Desert Wranglers participate in any activities which have not been permitted to be carried out by a Corporation/Organization exempt under Section 501c of the Internal Revenue Code of 1986 (“The Code”)

OFFICES

The principal office of Desert Wranglers shall be located at 2251 N Rampart Blvd, MS 2512, Las Vegas NV 89128. The legal address shall be chosen by the current, presiding President of the Desert Wranglers Jeep Club. Any changes to the legal address shall be promptly notified to all appropriate governing authorities.

DEDICATION OF ASSETS

The properties and assets of Desert Wranglers are irrevocably dedicated to and for non-profit purposes only. No part of net earnings, properties, or assets of Desert Wranglers, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or office of Desert Wranglers. On liquidation or dissolution, all remaining properties and assets of Desert Wranglers shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501c of the Code.

Membership Definitions

• A “potential member” is one who owns a Jeep Wrangler or Gladiator.

• A “trial member” is one who has requested to join the Desert Wranglers Meetup Group and received approval by the Meetup Membership Team. A trial membership lasts 14 days. Trial members will be removed from the Meetup Group if payment is not received by the end of the Trial Period.

• A Member is one who is not in the trial period, has paid the yearly dues, and is in good standing.

• An Executive Board Member or Executive Officer consists of: President, Vice-President, Treasurer, and Secretary.

• A Board of Director Member are those Directors appointed by the Executive Board and Current Board of Directors and are not an Executive Board Member.

• The Board is the Executive Board plus the Board of Directors

• The Leadership Team consists of the Executive Board, The Board of Directors and Committee Chairs.

• A member of the Desert Wranglers Facebook group is not a member of the Desert Wranglers Jeep Club.

• A “Guest” is one that has the proper vehicle (i.e., a Jeep Wrangler, CJ, Willy’s, or M-38, M-170 etc.), and is invited to participate either in a regularly monthly meeting, or general event by a currently Active Member. Guests who wish to participate in trail runs may only do so as a passenger or co-driver in an Active member’s jeep that has successfully RSVP’d for said trail run. There is no limitation on how many times a Guest may ride along with an Active member.

• Note that due to limited capacity, some events, particularly most trail runs, may be restricted to Active Members only.

Membership Requirements

• Vehicle owners must own or lease a Jeep Wrangler (either a 4X4 or 2X4), Jeep CJ, Willy’s or M-38, M-170 Jeep) of any model or year, this is a ‘Jeep Wrangler’ specific club. Gladiators are considered as Wranglers, for the purpose of membership.

• In order to meet paragraph A requirements above, Jeep Wrangler vehicles are not restricted to factory specifications, and aftermarket modifications are acceptable.

• Members must be at least 18 years of age, maintain a current driver’s license, current vehicle registration and current proof of insurance.

• Licensed drivers under 18 are prohibited from driving during a Desert Wranglers trail run or other driving event.

Cause for Dismissal of a Member

• Falsification of any information furnished upon requesting membership.

• Failure to provide any changes in important contact information to the club such as change of address, e-mail address or telephone numbers (either landline or cell).

• Any action that reflects adversely on the club. Such as, using the club as a means to solicit or promote their own personal business; using the website, meet-up or Facebook sites for anything other than club related business; etc.

• Violation of rules set up for the club.

• Driving under the influence (DUI) of alcohol or illegal drugs during any club event.

• Driving on a trail run in a manner likely to endanger or cause damage to him or herself, or others.

• Failure in providing information to the club that they no longer maintain ownership of any of the vehicles listed in Article II, section B, sub-section 1 and 2 of these By-laws.

• Repeatedly (twice within a 12 month period) signing up for a trail run or (limited space) event, and failing to show up or showing up late, without having given at least 48 hours prior notice, or without having demonstrated to the event leader a valid reason for not showing up by the scheduled time.

• Failing to pay annual dues, or assessments/fees as approved by the Board of Directors.

Procedures for Dismissal of a Member

• A request for dismissal can be submitted by any member of the Leadership for review. The Desert Wranglers President (Organizer) shall inform the designated member of the contemplated action. The member then has the right to appear before the Leadership to answer the complaint. If the Leadership finds reasonable grounds for action, then the request for dismissal from the club will be brought before a committee consisting of at least three Leadership members and/or Committee Chairs. This executive group will investigate and determine if the allegations are warranted, and vote for or against the dismissal from the club. In case of a tie vote the Desert Wranglers President will make the deciding vote.

• If a member is dismissed, the dismissed member must remove any club logos from their vehicles. In addition, the dismissed member will be barred from posting or providing any future information on either the Desert Wranglers “Meet up”, “Facebook”, or websites such as YouTube, or any other Desert Wranglers platform, page or group

Dues and Fees

• An annual membership fee of $25 per Jeep will be assessed. All membership fees shall be used to cover operating costs to the Desert Wrangler Jeep Club (i.e., Website fees, Meet-up fees, supplies any other costs incidental to the running of the club).

• Desert Wranglers does not charge members to participate in trail runs however there may be charges for additional activities such as food, special tickets to venus, or other excursions that are not part of the club membership.

Meeting Times

• Leadership Team meetings shall be held on the 2nd Monday of each month (or on a date TBA) at sites (TBA) or by digital meeting such as Zoom. General Members are welcome to attend.

• Monthly General Meetings of the club shall be held at a time and place determined by the Board of Directors. Should it be necessary to change the time and place of the monthly meeting, every effort shall be made to provide notice to the General Members prior to the meeting. Meeting date and place shall be added to the standard operating processes and procedures document.

• There will be a minimum of three General Membership meetings per year.

Special Events

• Special Events will be referred to as those events voted on by the Board of Directors that are not listed as Day or Overnight

• Trail Runs. These events are those sponsored by the club officially such as club sanctioned parties, parades, food drives, participation in community events, etc. and approved by the Leadership Team or the general membership. Any non-sanctioned Fun Run or party event planned or hosted by an individual member of this club shall not use the “Desert Wrangler” name or logo in promoting their personal event. Persons leading non-sanctioned events are prohibited from using the Desert Wranglers e-mail or contact lists and should contact any members from the Desert Wranglers as individuals and not as members of the Desert Wranglers.

The following items are required to be present on each vehicle in order to participate in club sanctioned runs or sponsored events.

Vehicles

• Working seat belts to be worn by the driver and ALL passengers.

• Roll bar for ALL vehicles.

• Headlights, brake lights, directional turn lights and back up lights.

• A valid license plate on the rear of the vehicle.

• Basic first Aid Kit and fire extinguisher.

• All terrain off-road tires

• Full-size all terrain off-road spare tire (functional) and functional vehicle jacking device for changing flat tires.

• Recovery-rated hooks or D-ring mounts on the front of the vehicle, and if possible, on the rear.

• Amongst the Trail Leaders (including Mid and Tail Gunners) – there should be suitable recovery and emergency equipment

Members

• The appropriate closed toe shoes or boots are recommended for safety reasons.

• Dress should be appropriate for the Trail Run and the climate conditions for the entire route. Appropriate clothing for sun exposure and cooler weather.

• Extra water and food. Extra medications. Toilet supplies, hand sanitizer, basic tools/equipment.

General Powers and Responsibilities

• Desert Wranglers shall be governed by a Board of Directors (“the Board”), which shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act of Nevada. The Board shall establish policies and directives governing business of the Desert Wrangler Jeep Club and shall delegate to the President and Board subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.

Numbers and Qualifications

• The Board shall have up to 11, but no fewer than 3 Board Members. The number of Board Members may be increased beyond 10 members or decreased to less than 3 members by the affirmative vote of a 2/3 majority of the then serving Board of Directors. A Board Member need not be a resident of the State of Nevada.

• In addition to the regular membership of the Board, representatives of such other organizations or individuals as the Board may deem advisable to elect shall be Advisory Board Members, which will have the same rights and obligations, including voting power, as The Board of Directors.

Board Compensation

• The Board, Advisory Board Members and Committee Chairs shall receive no compensation other than reasonable expenses. However, provided the compensation structure complies with Sections relating to “contracts Involving Board Members and/or Officers as stipulated under these Bylaws, nothing in these Bylaws shall be construed to preclude any Leadership Team Member from serving the Desert Wranglers in any other capacity and receiving compensation for services rendered.

Executive Board Elections

• The Offices of President, Vice President, Treasurer, and Secretary -- aka the Executive Officers / Executive Board -- shall serve two-year terms.

• Elections shall take place every two years in March, or earlier in the case of a vacancy. Elections shall be held in accordance with the currently approved “Standard Operating Process and Procedures” document.

• Nominations for these Executive Officers shall come from the Leadership Team or any Active Member of Desert Wranglers. Active Members and Board Members may also self-nominate for an Executive Officer position. Any Nominee for an Executive Officer position made by an Active Member shall be approved by at least two members of The Board before being placed on the ballot.

• The President or Vice-President shall present the Nominees for Executive Officer positions, along with their recommendations to the General Membership at a General Club Meeting for final confirmation by a majority of Active Members (Associate Members attending this as their first Club meeting shall not be entitled to vote).

• If an Executive Officer nominee ends in a tie, the Executive Board members minus the member in the contested position, will vote for the position. ⅔ majority to win. Additional Board members Webmaster, Trail Boss, Membership Coordinator, Education & Training, shall be nominated and appointed by the Executive Officers and the current Board Members.

• Timelines for nominations, presentations and voting shall be in accordance with the currently approved “Standard Operating Process and Procedures” document.

Quorum

• At least two Executive Officers and one or more members of the Board of Directors shall constitute a quorum at meetings of the Leadership Team. All members of The Board are expected to regularly attend Board meetings (in person or electronically) and shall notify a member of the Board of Directors in cases where they are unable to attend.

• A quorum for General Club Meetings shall be ten Active Members.

Vacancies

• A vacancy on The Board shall exist at the occurrence of the following conditions:

• The death, resignation, or removal of any director.

• The declaration by resolution of The Board of a vacancy in the office of a board member who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgment of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has missed 5 consecutive Leadership Team meetings, or a total of 6 Leadership Team meetings during any one calendar year.

• An increase in the authorized number of Board of Directors.

• The failure at any annual or other meetings at which the The Board members are to be elected or appointed, to elect or appoint the full authorized number of directors.

Removal of Director

• The Board of Directors, by way of affirmative vote of a majority of the Board of Directors then currently in office, may remove any Board of Directors member without cause at a regular or special meeting, provided that the Board of Directors member to be removed has been notified in writing either by email or written notice at least 10 days prior to affirmative vote

Resignation of a Director

• Except as provided in this paragraph, any Board member may resign effective upon giving written Notice (by email or written) to an Executive Officer, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take the office when the resignation becomes effective. Unless the Attorney General of Nevada is first notified, no Executive Officer may resign when Desert Wranglers would then be left without any duly-elected Executive Officers in charge.

Executive Officer Positions (The Executive Board)

• President The management and direction of the club shall be vested in the Club President. The President shall oversee the planning of all activities with the direct support of the Leadership Team. The President of the club shall preside at all meetings of the club. He/She shall enforce the By-Laws of the club. The President or his/her designee will approve all written contracts and obligations of the club. If for any reason the President is unable to perform his/her duties, the Vice President shall occupy this post and perform the duties, having the same authority as the President. If for any reason the office of President shall become vacant, the Vice President shall serve in the interim until a vote of the general membership is taken (within 90 days from vacancy).

• Vice President shall assist the President in executive functions and chair the meetings if the President is unable to attend. Vice-President shall temporarily fill in or assist any board member that is unable to perform their duties. Vice-President shall preside over social media activities and assist with membership approvals, or other member issues, virtual events, and trail leader onboarding. Vice-President shall receive, scan, and maintain both digital and hard copies of trail run waiver forms, and ensure prizes are purchased for General Meetings and other special events.

• Treasurer shall be responsible for overseeing all financial transactions of the Club. He/she will be co-signatory along with the President on all bank accounts, including digital platforms such as PayPal, etc.). Financial records will be maintained, detailing all income & expenses, for every expenditure over five dollars. The financial records shall be available (and digitally shareable) for inspection or audit at all times, by any member of the Leadership Team and Active Member. A financial budget generated by the Treasurer shall be submitted and approved as amended by the Leadership Team each calendar year. Expenditures within the approved budget shall be considered approved without further notice to the Treasurer or Leadership Team. The Treasurer and the President will be responsible for all filings that may be required by federal, state, or local governing authorities (such as the IRS). The Treasurer shall provide a treasury report to the membership at general meetings, and to the Leadership Team during their meetings. Treasury records and actions shall be in accordance with the currently approved “Standard Operating Process and Procedures” document.

• Secretary shall keep minutes of Executive Board, Leadership Team and General Desert Wranglers club meetings and ensure minutes are posted as a pdf in the appropriate member accessible folder on the Google Drive. The Secretary shall keep the records of election results. The Secretary shall also keep meeting attendance records, notes for Trail Leader Meetings and email final meeting minutes prior to the vote to approve.

Additional Board of Directors

• The Board of Directors are members of the Leadership Team. The entirety of The Board shall include the Executive Officers (President, Vice President, Secretary, Treasurer) along with at least 3 additional Board Members, or more, chosen by a 2/3 majority vote of the current Board. All members of The Boards are entitled to only one vote per individual, even if said individual holds more than one Board position.

• The Board shall have a minimum of 7 members.

• Webmaster shall be in charge of the Club websites.

• Trail Master (TM) shall be responsible for providing initial and periodic refresher Trail Leader related training.

• TM is responsible for providing Trail Leader Orientation in order for new Trail Leader to lead official trail runs.

• TM will monitor the planning and operation of all official trail runs being led by any of the approved Trail Leaders of the club, and oversee the trip logistics, maps, agenda, safety and environmental concerns connected with each trail run.

• The TM is responsible for approving all trails used for official club trail runs. Once a trail has been approved for use, the Trail Leaders may use it at any time until notified by the TM or another active Trail Leader that the trail has been closed.

• The TM is also responsible for maintaining an active database of approved trails and their condition (i.e., open/closed, terrain changes, etc.)

• Membership Coordinator shall be responsible for processing all new membership applications and renewals. Information on any new or renewal memberships that are not approved shall be provided to the Leadership Team.

• He/she will maintain a roster of all active members, including an e-mail file for mass outreach.

• Education & Training Coordinator shall be responsible for arranging educational workshops as well as links to useful documents, videos, etc. with the goal of educating new and existing members about safe and responsible off-roading techniques and ethics. Workshops may deal with 4x4 basics, Jeep technology & modifications, trail & habitat conservation, safety, first aid, communications, navigation, and other off-road relevant topics. In addition, Desert Wranglers will post to our members any external links (from other clubs, associations, and government agencies) to events or resources deemed relevant to our off-road community.

• Overlanding Coordinator shall plan and/or approve Overnight Trips for the club and solicit club members for trip ideas for off-road trips they would like to take.

Committee Chairs

• Committee Chairs are non-voting positions and are part of the Leadership Team.

• Committee Chairs must be voted in by ⅔ vote of The Board.

• Committee Chairs roles and responsibilities shall be added to the Standard Operating Processes and Procedure document.

• Committee Chairs can appoint additional committee members to help with the role and responsibilities.

Other Leadership Roles

• Trail Leader (s) (Hereinafter referred to as “TL”) shall be responsible for planning and implementing the trail runs he/she will lead.

• TL will operate all Trail Runs in accordance with the currently approved policies in the “Standard Operating Process and Procedures” document.

• TL will post event notices and provide a brief description of each Trail Run on Meetup for club members to RSVP as to whether they will participate or not.

• TL may also brief members at the monthly meetings of the trip agenda. TL shall coordinate the RSVPs for their respective runs and shall have final say over the number of participants.

Trail Run Conduct

Any Trail Leader on a club sanctioned run or event has the right to require an individual to leave the run if the following is observed 1st hand:

• They are not a Member or Trial Member

• Consumption of alcohol by any member or participant while on any sanctioned run unless after the run is over, or in the evenings during an overnight run.

• Use of or distribution of any illegal substance or prescription drug.

• Failure to obey local laws.

• Excessive profanity.

• Threatening or abusive behavior.

• Littering.

• Unsafe vehicle operation

• Or other action that may cause a negative reputation to this club or its sponsors

• If the offending individual refuses or is unable to leave the run safely, the run will be cancelled.

• Failure to follow the instructions of the Trail Leader.

Trail Leader Qualification

Initial Qualification

Approval

• Active Members seeking consideration to become approved Trail Leaders must meet the following requirements:

• Be at least 21 years of age and a licensed driver.

• Participate in club sanctioned trail runs.

• Served as Tail and Mid Gunner on previous runs.

• Attend at least one planning meeting.

• Be recommended by an existing Trail Master/Leader in good standing.

• Undergo Trail Leader training orientation, provided by the Trail Master.

• Show that he/she has the recommended recovery & emergency gear and be proficient in its use.

• Participate in a virtual Trail Leader training.

• Maintain above Trail Leader qualification.

Renewing Trail Leader Qualification

• A Trail Leader who has not met the requirements stated above must seek reinstatement from the Leadership Group Board. Additional training and or activities may be required.

Trail Runs Standard Operating Procedures

Introduction

• Trail Runs are an integral part of the stated purpose for Desert Wranglers. As such, a brief introduction as to how runs are conducted is appropriate. It is important to note that there is inherent danger in going off road. To limit that danger, please ensure every member of a participating Jeep who goes off road is in good health and has an ample supply of food and water to take them through at least one day. If a mechanical problem exists, it may take several hours to get those members to safety. All Jeeps must be in good working order before going off road.

Trail Run Sign Up

• All sanctioned trail runs will be posted on Meetup by the Trail Leader.

• Any active member in good standing may RSVP for any run.

• Members are advised to read the description and ensure that their equipment and experience level is adequate for the run that they are signing up for.

• If you are not able to attend, please cancel your RSVP at least two days prior to departure so as to allow another member to take your place.

Trail Run Conduct

• Check the Meetup website for time and place to meet to begin the run.

• Plan to arrive in time to fuel up and take care of any other tasks in time to be available for the brief at the time posted. All our runs have a designated Meetup spot.

• Late arrivals may be prohibited from joining the run.

• Repeated no-shows and late arrivals may result in dismissal from the Club.

• It is imperative that all drivers and passengers sign a liability release form during these driver meetings, and should include their cell phone numbers, emergency contact, and a simple visual description of their vehicle (example, gray jeep with roof rack).

The primary objectives for all trail runs are:

• Begin and end the run together.

• Conduct the run safely and follow Tread Lightly

• Provide an opportunity for members to enjoy the scenery, history and natural beauty that Southern Nevada has to offer.

• Develop or improve off road driving techniques

• Bring awareness to safety and environmental issues

• Learn something new

• Have fun

• Any member of the club in good standing may present proposed changes/amendments to the Club By-Laws in writing to any member of The Board for consideration.

• The Board will review and provide recommendations to the President on proposed By-Law changes.

• Once changes are approved by a 2/3 majority of The Board the updated By-Laws will be published online and will be announced during the next general meeting.