BYLAWS OF ST. LOUIS COUNTY PARKS CANOE CLUB
DBA ST. LOUIS CANOE & KAYAK CLUB
(As Amended August 20, 2025)
ARTICLE I. PURPOSES AND RESTRICTIONS
The Corporation’s purpose is to promote recreational and environmentally sound uses of public waterways. No part of the net earnings or other assets of the Corporation shall inure to the benefit of, be distributed to or among, or revert to any director, officer, contributor or other private individual having, directly or indirectly, any personal or private interest in the activities of the Corporation, except that the Corporation may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the non-profit purposes stated in the Articles of Incorporation.
ARTICLE II. OFFICE
The principal office of the Corporation shall be within the State of Missouri and shall be located within St. Louis County. The Corporation may have such other offices within or without St. Louis County as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE III. MEMBERSHIP
Section 3.0 Active Membership Defined
An active membership is defined as a membership for which a completed application has been submitted, and current annual dues have been paid in full. Only active Individual and Household/Family members are eligible to vote, serve on the Board of Directors, or participate in member-only benefits as outlined in the sections below.
Section 3.1 Membership Eligibility and Types
Any person who wishes to be a part of the Corporation and agrees to support the Corporation’s mission may apply for membership. Membership shall be available to all interested individuals without regard to race, color, creed, gender, or national origin. If an applicant is under the age of eighteen (18), a parent or guardian must be an active member.
The Corporation offers three types of membership:
● Individual
● Household/Family
● Affiliate
Section 3.1.1 Individual Membership
Individual memberships require a completed application and payment of current annual dues. Individual membership is available to persons eighteen (18) years of age or older.
Active Individual members shall have the right to:
● Vote at Membership meetings or through online voting (limited to one vote per member) ● Be nominated for or serve on the Board of Directors
● Post in the Corporation’s online forums
● Participate in organized ACA-sanctioned trips and skills clinics
Section 3.1.2 Household/Family Membership
A Household/Family membership is available to up to two (2) adults and any number of minors residing at the same address. A Household/Family membership is entitled to a total of two (2) votes at Membership meetings or through online voting. To cast both votes, both adults must be age eighteen (18) or older, registered online via the Corporation’s website, eligible, and active.
Active Household/Family members shall have the right to:
● Vote at Membership meetings or through online voting (limited to two votes per household, for individuals age eighteen (18) or older)
● Be nominated for or serve on the Board of Directors (limited to one nomination per household, for individuals age eighteen (18) or older)
● Post in the Corporation’s online forums (reserved for individuals age eighteen (18) or older)
● Participate in organized ACA-sanctioned trips and skills clinics
Note: Children under the age of eighteen (18) are eligible for an ACA fee waiver for ACA sanctioned trips or skills clinics. The ACA waiver coupon may be used up to six (6) times per family per membership year. These coupons are non-transferable and may not be used by individuals outside the household.
Section 3.1.3 Affiliate Membership
Affiliate memberships require a completed Corporation membership application and payment of current dues through an approved affiliate organization. Approved affiliates include, but are not limited to:
● Missouri Whitewater Association
● Mississippi River Water Trail Association
● Team River Runner
Active Affiliate members shall have the right to:
● Post in the Corporation’s online forums (reserved for individuals age eighteen (18) or older)
● Participate in organized ACA-sanctioned Corporation trips and skills clinics
Affiliate members do not have the right to vote at Membership meetings or online and may not be nominated for or serve on the Board of Directors.
Section 3.2 Membership Enrollment and Dues
3.2.1 Enrollment
Membership enrollment is completed virtually via the Corporation website. Applicants may selecta one-year Individual, Household/Family, or Affiliate membership. As of 2024, the date of the initial financial transaction will automatically serve as the annual renewal deadline for that membership account.
3.2.2 Dues
Annual membership dues are set by the Board of Directors, and any changes are subject to a majority vote of the Board.
3.2.3 ACA Liability Coverage
For participation in official Corporation trips or skills clinics, members are required to have liability coverage through one of the following:
● An annual American Canoe Association (ACA) individual membership ● A single-event ACA membership for each clinic or trip attended
While the Corporation encourages all members to purchase an annual ACA individual membership, it is not mandatory. Non‑ACA members must pay a one-time event fee for each activity requiring ACA coverage. For children under age eighteen (18) listed under Household/Family memberships, the Corporation will provide up to six (6) ACA single-event waiver coupons per household per membership year to cover these costs. These coupons are nontransferable and may not be used by individuals outside the household.
Members acknowledge that if the Corporation incurs a fee because their ACA membership or annual waiver has lapsed or expired, the member will be personally responsible for reimbursing this fee.
Section 3.3 Refunds
Membership refunds will be issued only in cases where the member becomes physically unable to participate in Corporation activities for the remainder of the year. Refund requests must be submitted in writing within thirty (30) days following the injury or onset of the condition.
Approved refunds will be prorated based on the time remaining in the membership year at the time the request is received.
Section 3.4 Revocation of Membership
Membership may be revoked at any time by a majority vote of the Board of Directors. Grounds for revocation include, but are not limited to, failure to pay annual dues, improper conduct, or failure to comply with the rules and regulations of the Corporation.
ARTICLE IV. MEMBERSHIP MEETINGS
Section 4.1 General Meeting Structure
4.1.1 Meeting Schedule
Membership meetings are typically held once per month, with the date, time, and location determined by the Board of Directors. Meetings are held in the St. Louis area and shall include a virtual attendance option whenever possible.
Pursuant to RSMo § 355.236, members retain the statutory right to call a special meeting in accordance with the procedures set forth in that section.
4.1.2 Participation and Notices
All active members are welcome and encouraged to participate in monthly Membership meetings. Any changes to the location, date, time, or cancellation of a scheduled Membership meeting must be posted on the Corporation’s website in advance. Notice of meetings shall be provided to all members at least fifteen (15) days prior to the scheduled meeting date.
In the event of inclement weather or other emergencies requiring the cancellation or rescheduling of a Membership meeting, the Board of Directors may provide notice of the cancellation or new meeting date as soon as practicable. Notice of such changes shall be posted on the Corporation’s website and communicated to members by email or other reasonable means, even if less than fifteen (15) days’ notice is provided.
Section 4.2 Annual Membership Meeting
4.2.1 Purpose and Timing
The Corporation shall hold an Annual Membership Meeting each year in the month of November. The purpose of this meeting is to elect directors, receive reports on the activities and financial condition of the Corporation, and transact such other business as may properly come before the members.
4.2.2 Reports
At the Annual Membership Meeting, the President and the Treasurer (or another designated officer) shall present reports on the Corporation’s programs, operations, and financial condition for the preceding fiscal year through the current fiscal year to date.
4.2.3 Notice
Written notice of the Annual Membership Meeting shall be provided to all active members not less than fifteen (15) days prior to the meeting. Notice shall include the date, time, location, and instructions for remote attendance and voting, if applicable.
Section 4.3 Voting Procedures
4.3.1 Voting Eligibility and Method
Meetings of the Corporation are open to all members and to visitors considering membership. Meetings shall be scheduled and assembled by the Officers. Only active Individual and Household/Family members shall have the right to vote on Corporation matters.
All decisions requiring a vote at a Corporation meeting shall be determined by the lesser of two thirds of the votes cast or a majority of the voting power. If needed, electronic voting may be used up to two (2) days prior to the meeting.
4.3.2 Amendments to Bylaws
Any proposed amendments to the Corporation Bylaws must be included in the meeting agenda prior to the meeting, be approved by the lesser of two‑thirds of the votes cast or a majority of the voting power,and be recorded in the official meeting minutes. Electronic submission of a vote may be used for bylaw amendments if needed, up to two (2) days prior to the meeting.
4.3.3 Emergent Voting
Any urgent matter requiring immediate attention (such as a highly contested issue, proposed bylaw change, or Board nomination/vacancy) may be addressed through an all‑member electronic vote, either in advance of or in place of an in‑person meeting, provided that reasonable notice is given to all members.
Section 4.4 Corporation Calendar
Official Corporation paddling trips and other Corporation-related activities must receive approval from the Board of Directors and will be added to the Corporation calendar only if they support the Corporation’s mission.
ARTICLE V. BOARD OF DIRECTORS: ELECTIONS & QUALIFICATIONS
Section 5.1 Duties of the Board of Directors
The Board of Directors shall oversee all Corporation activities, support member involvement, uphold the duties of their elected positions, and interpret and honor these Bylaws as written.
Section 5.2 Board Composition
The Board shall consist of no more than seven (7) members, all of whom shall be elected by the membership. The Board shall include four (4) Officers—President, Vice President, Secretary, and Treasurer—and up to three (3) Members‑at‑Large.
Section 5.3 Terms and Eligibility
All Board members shall serve a one-year term, beginning January 1 of each calendar year and concluding December 31. Each Board member shall remain in office until resignation, disqualification, or the election of a successor. Any Board member stepping down before completing their elected term must remain inactive as an elected Board member for a minimum of one (1) year before serving in another elected office. Upon leaving office, all Corporation related materials and responsibilities shall be transferred to the newly elected Board member or to an Officer of the Board of Directors.
Section 5.3.1 Nominations and Elections
Only active Individual and Household/Family members are eligible to nominate or be nominated for Board positions. Nominations shall open at the September Membership Meeting and close at the October Membership Meeting. Elections shall take place at the Annual Membership Meeting in November. Each Board position shall be approved by the lesser of two‑thirds of the votes cast or a majority of the voting power and be recorded in the official meeting minutes. Electronic voting may be permitted within two (2) days prior to the Annual Membership Meeting if necessary.
Section 5.4 Removal and Vacancies
5.4.1 Removal for Cause
Any Board member may be removed for cause by a majority vote of the membership present at a regularly scheduled Membership meeting, provided notice of the proposed removal is shared in advance.
5.4.2 Resignation
Board members may resign by submitting written notice to one or more fellow Board members. Resignations shall become effective thirty (30) days from receipt of notice, unless a later date is specified. Upon resignation, all Corporation-related materials shall be passed on to an Officer of the Board.
5.4.3 Filling Vacancies
Any vacancy on the Board of Directors occurring prior to the expiration of a term shall be filled as follows:
● Board Officers (President, Vice President, Secretary, Treasurer): Vacancies in officer positions shall be filled by election of the membership at the Corporation’s next Membership meeting. The individual elected shall serve for the unexpired portion of the term and until a successor is duly elected and qualified.
● Other Directors: Vacancies in all other Director positions shall be filled by appointment of the Board of Directors. Such appointment shall be made by the affirmative vote of a majority of the remaining Directors, even if less than a quorum. The appointed Director shall serve for the unexpired portion of the term and until a successor is duly elected and qualified.
5.4.4 Compensation
Board members shall receive no compensation for their service to the Corporation.
ARTICLE VI. BOARD OF DIRECTORS: DUTIES
Section 6.1 Board Meetings
The Board of Directors shall meet a minimum of four (4) times per year, with a preference that the meeting be held at a separate time from the monthly Membership meeting.
6.1.1 Quorum Requirements
A quorum for conducting Board business shall consist of a majority of currently serving Board members. No official action may be taken without a quorum present. If a quorum is not achieved,nthe meeting may proceed for discussion purposes only, and any proposed actions must be deferred until a quorum is present or reached through subsequent voting (including electronic voting, if permitted by the Board).
Section 6.2 Officer and Member-at-Large Duties
The duties of each Officer and Member-at-Large are outlined below. In addition to these responsibilities, each Officer and Member-at-Large may be assigned additional duties by the Board of Directors or the President as needed to support the Corporation’s mission and operations.
6.2.1 President
The President shall serve as the principal officer of the Corporation and shall generally supervise and coordinate the affairs of the Corporation. The President shall preside over all meetings and shall have the authority to delegate tasks and responsibilities to other Officers. The President may assume or assign additional duties as necessary.
6.2.2 Vice President
The primary role of the Vice President is to assume the duties of the President in their absence. The Vice President shall also perform the responsibilities of the Secretary or Treasurer at meetings if those officers are absent. The Vice President may assume other duties as assigned by the President or Board.
6.2.3 Secretary
The Secretary shall record and maintain electronic records of all Corporation documents, including annotated minutes of meetings, letters, agreements, agendas, course and event offerings, and other official records. These documents shall be made accessible to Officers at all times and to members upon request at Membership meetings. The Secretary may also be assigned additional responsibilities.
6.2.4 Treasurer
The Treasurer shall be responsible for the custody and oversight of all financial matters of the Corporation. This includes maintaining an accurate accounting system, preparing annual tax filings, and presenting financial reports to the Board and membership upon request. Annual financial reports shall be published online on the Corporation’s website. The Treasurer may also be assigned additional financial or administrative duties.
6.2.5 Member-at-Large
Members-at-Large shall serve as liaisons between the membership and the Board of Directors, helping surface suggestions, concerns, and complaints—while maintaining anonymity when appropriate. Members-at-Large shall have the same voting privileges as other Officers. They may be assigned additional duties at the discretion of the Board and may also assume specific functional roles (e.g., Outreach Coordinator, Trip Coordinator/Administrator, Assistant Treasurer) to support the operational needs of the Corporation.
Section 6.3 Committees
6.3.1 Delegation of Responsibilities
Additional Corporation responsibilities may be assigned to committees under the oversight of the Board of Directors.
6.3.2 Committee Chairs
Each committee shall be led by a Committee Chair, who reports to the President, appoints committee members as needed, and oversees committee activities.
6.3.3 Appointment of Committee Chairs
Committee Chairs shall be appointed by a majority vote of the Board. When a vacancy occurs, the Board shall notify the membership and allow time for members to volunteer.
6.3.4 Committee Authority
The existence and responsibilities of Corporation committees shall be determined and maintained at the discretion of the Board.
6.3.5 Officer-Led Committees
Officers may form committees to assist with their responsibilities or advance special initiatives. Such committees must be approved by a majority vote of the Board.
ARTICLE VII. TRAINING AND BENEFITS
Section 7.1 Complimentary Membership for Trip Leaders
The Corporation shall award a complimentary membership to trip leaders or instructors who either lead, or pledge in writing to lead, three (3) Corporation-sanctioned trips within a three-year period. This membership may be applied to a future membership year or transferred to another individual. A good faith effort to fulfill the trip commitment is expected.
Section 7.2 Training Reimbursement for Leadership Roles
The Corporation may reimburse up to fifty percent (50%) of the cost of training for members who complete courses that support Corporation activities (e.g., ACA instructor certification). Reimbursement is contingent upon:
● Submission of a training certificate, and
● Completion of three (3) Corporation-sanctioned trips, or a written pledge to do so within three (3) years.
A good faith effort to fulfill the trip commitment is expected. Leading a skills clinic may substitute for one (1) required trip. All reimbursements are subject to available funds and may be approved at the discretion of the Board.
Section 7.3 ACA Instructor Expense Reimbursement
The Corporation may reimburse ACA-certified instructors for related expenses, including annual ACA membership fees, after they have led three (3) Corporation‑sanctioned trips or have pledged to do so within a three (3) year period.
Reimbursements are subject to the availability of Corporation funds and may be granted at the discretion of the Board.
Section 7.4 ACA Membership for Board Members
The Corporation may cover the cost of ACA membership for elected Board members during their one-year term, provided they are in good standing throughout their service. This benefit is subject to the availability of Corporation funds and may be granted at the discretion of the Board.
ARTICLE VIII. CODE OF CONDUCT
Section 8.1 General Principles
Members are united by a shared love of water, paddling, and camaraderie. All members are expected to foster an inclusive and respectful community, recognizing that individuals may join for different reasons and with varying levels of experience. Mutual respect shall be observed in all member interactions, especially during disagreements or moments of constructive feedback. The use of foul language, slander, discriminatory remarks, or aggressive behavior—including online—will not be tolerated.
Section 8.2 Expectations of Conduct
As representatives of the Corporation and the broader paddling community, members are expected to act respectfully and courteously toward others, both on and off the water; prioritize the safety of themselves and fellow paddlers; and refrain from conduct that reflects poorly on the Corporation or undermines its values. The Corporation aligns with the safety standards of the American Canoe Association (ACA) and expects members to follow such standards during all Corporation‑sanctioned events.
Section 8.3 Enforcement and Membership Status
Failure to adhere to the Corporation’s code of conduct—including gross negligence, unsafe behavior, or repeated misconduct—may result in a review of the member’s status. The Board of Directors retains the authority to issue warnings, suspend privileges, or remove a member’s active status by a majority vote.
ARTICLE IX. DISSOLUTION AND COMPLIANCE
Section 9.1 Dissolution
The Corporation may be dissolved only upon the approval of the Board of Directors and a subsequent vote of the membership at a duly called Membership Meeting. Notice of the proposed dissolution shall be provided to all active members at least thirty (30) days in advance of the meeting.
Approval of dissolution shall require the affirmative vote of the lesser of two‑thirds of the votes cast or a majority of the Corporation’s total voting power.
Upon dissolution, the assets of the Corporation shall be distributed for one or more exempt purposes in accordance with the Corporation’s Articles of Incorporation and applicable law.
Section 9.2 External Agreements
The Corporation and all members shall comply with the requirements of the American Canoe Association Paddle America Corporation Agreement on file with the Board of Directors. The Board shall be responsible for ensuring the agreement is reviewed annually and made available to members upon request.
ARTICLE X. LIABILITIES AND FINANCIAL OVERSIGHT
Section 10.1 General Liability Protection
No officer, committee, or member of the Corporation, nor any other individual, shall incur any debt, financial obligation, or legal liability on behalf of the Corporation unless explicitly authorized by a majority vote of the Board of Directors. This includes, but is not limited to, contractual agreements, purchases, or financial commitments. No action taken by any member, committee, or officer shall be binding upon the Corporation or interpreted as Corporation policy unless approved by the Board of Directors.
Section 10.2 Purchase Authorization Policy
All purchases or expenditures made on behalf of the Corporation must comply with the following approval guidelines:
● Up to $100 – May be approved by any two Officers, with documentation retained for financial records.
● $101 to $500 – Requires approval by a majority of the Officers.
● Over $500 – Must be approved by a majority vote of the full Board of Directors, documented in meeting minutes or written resolution.
Any unauthorized or unapproved purchase may be ineligible for reimbursement, unless an exception is granted by majority vote of the Board of Directors.
Section 10.3 Reimbursement and Documentation
To receive reimbursement, members must submit itemized receipts and a brief description of the purpose of the expense. Reimbursement requests should be submitted within thirty (30) days of the purchase. All expenses will be recorded by the Treasurer and made available upon request to the Board of Directors or membership.
Section 10.4 Financial Records and Reporting
The Treasurer shall maintain accurate records of all Corporation income and expenditures. A financial report shall be presented to the Board of Directors quarterly and shared with the full membership at the Annual Meeting. The Corporation’s books and records shall be open to inspection by any director at any reasonable time, and to members as provided by law.
ARTICLE XI. CONFLICT OF INTEREST
All Board members, Officers, and committee chairs must disclose any personal or financial interest in any Corporation matter or transaction under consideration. Individuals with a conflict of interest shall abstain from voting on or participating in related decisions. The Corporation shall maintain a written Conflict of Interest Policy outlining the procedure for disclosure, recusal, and documentation. All Board members must annually acknowledge receipt and understanding of the policy.
ARTICLE XII. INDEMNIFICATION
To the fullest extent permitted by law, the Corporation shall indemnify and hold harmless its directors, Officers, and agents against any liability or expense incurred by them in connection with any claim or legal action arising out of their good faith service to the Corporation. This indemnification does not apply to acts of gross negligence or willful misconduct. The Corporation may purchase insurance to support this indemnity obligation.
ARTICLE XIII. FISCAL YEAR
The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each calendar year.