About Us Banadad Trail Association
Gunflint Trail — Grand Marais, Minnesota

Banadad Trail Association

Bylaws — Adopted on February 14, 2009

ARTICLE 1 — Corporation Name
The name of the organization shall be the Banadad Trail Association
ARTICLE 2 — Purpose
Section 2.1 General Purpose
This Association is organized exclusively for charitable, religious, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2.2 Specific Purpose
The purpose of this organization is to:
  1. Maintain, preserve and enhance the Banadad Trail system.
  2. Maintaining continued compliance with the original Boundary Waters legislation that allows motorized cross country ski trial grooming in the BWCAW thru the permitting process with the United States Forest Service (USFS). (BWCA), Wilderness and Superior National Forest;
  3. Educating the public in wilderness values;
  4. Educating trail users about safe and responsible trail use;
  5. Educating the public about values and benefits of cross country skiing and other non-mechanized activities;
  6. Identify and preserve the history of the forest and the Trail;
  7. Promoting appreciation of and care for public lands; and
  8. Encouraging dialogue between trail users, public/private landowners and other user groups.
Section 2.3 Work with in Carrying-out This Purpose
The Association will work closely with the United States Forest Service- Gunflint Ranger District, Minnesota DNR, Cook County and other various landowners along the trail and local citizens from the community to accomplish our maintenance, preservation, educational and enhancement goals.
ARTICLE 3 — Office
Section 3.1 Principle Office
The principal office of the Banadad Trail Association (BTA) shall be the address as determined by the Board of Directors.
ARTICLE 4 — Membership, Classes and Dues
Section 4.1 Membership
Association members shall be defined as any member of the Banadad Trail Association in good standing who elects to participate in or support the Association. All members shall be entitled to one vote.
Section 4 2 Classes of membership
Classes of membership, admission, restrictions and other related policies shall match current definitions set forth in the by-laws and policies of the Banadad Trail Association.
Section 4.3 - Dues
Members shall pay such dues as may be prescribed by the Board of Directors
ARTICLE 5 — Meetings of Members
Section 5.1 Annual Meetings
An annual meeting shall be held at a time and place to be selected by the Board of Directors for the purpose of electing Officers and the Board of Directors and for the transaction of such other business as comes before the meeting. If the election of Officers is not held on the designated annual meeting date, it shall be held at a special meeting.
Section 5.2 Annual Meeting Quorum
A Quorum for the Annual Meeting or Special Election Meeting a quorum shall be 10% of the Associations Total Membership.
Section 5. 3 Special Meetings
A special meeting may be called by the President and one other officer or by not less than 1/10 of the members.
Section 5.4 Open Meeting
All meetings of the Association including the Board of Directors Meeting shall be open to all members of the Association.
ARTICLE 6 — Board of Directors
Section 6.1 Powers
The Board of Directors shall have the full powers to act upon all issues for the benefit and advancement of the Association
Section 6.2 Composition
The Association's Board of Directors shall consist of the Officers of the Association and up to five seven at large directors. An attempt should be made to have a majority of board members from the Gunflint Trail/Cook County area.
Section 6.3 Board Member Qualifications
To serve on the Association's Board, a Director must be a member in good standing of the Banadad Trail Association who has chosen to affiliate him or herself with the Association. The director also shall agree to commit the time and efforts necessary to the satisfactory performance of his or her duties.
Section 6.4 Board Meetings
The Board will meet quarterly, unless deemed unnecessary by a majority of the Board. A quorum for Board meeting shall be a majority of the Board Members.
Section 6.5 Board of Directors Compensation
Directors as such shall not receive any stated compensations for their services as Board Members, but by resolution of the Board of Directors, expenses of office, including but not limited to travel, phone, and mailings may be allowed; but nothing herein contained shall be construed to preclude any director from serving the Association as a whole in any other capacity and receiving compensation thereof.
Section 6.6 Tenure
Officers and At-Large Directors shall serve two (2) year terms
Section 6.7 Vacancies
Vacancies are filled by appointment, for the duration of the term, by the President, with Board approval.
Section 6.8 Removal
Any officer or director may be removed by a majority vote of the full Board of Directors. Removal may be proposed to the Board by any member of the Association. The member shall be duly informed before any action of the Board and thus given an opportunity to be heard. Removal may be with or without cause whenever, in the judgment of the Board, the best interests of the Association would be served thereby.
ARTICLE 7 — Officers
Section 7. 1 Officers
The elected Officers of the Association shall consist of a President, a Vice-President, a Treasurer and a Secretary.
  1. a. President
    The President shall preside at all meetings; direct the activities of the Association, and act as spokesperson for the Association. The President and/or Board may appoint or remove as necessary ad hoc committees with agreement of each other. The president is a voting member of all standing or special committees.
  2. Vice-President
    The Vice-President shall assist the President conducting functions of the Association, and substitute for the President in the event of his/her absence.
  3. Treasurer
    The Treasurer shall be responsible for the following:
    • Assist board members and prepare an annual budget for the Association.
    • Receive and deposit all revenues into the Association’s bank account.
    • Review, approve for payment where appropriate, and pay all bills for the Association.
    • Submit a financial report at each meeting.
    • Prepare an annual financial summary report to be distributed at the Annual Meeting
  4. The Secretary shall be responsible for the following:
    • Keeping record of all meeting minutes,
    • Sending out meeting minutes to the Board of Directors and Members
    • Responsible for all Correspondence of the Association as directed by the Officers or Board of Directors
Section 7.2 Term of Officers
Each Officer shall serve for a term of 2 years. No Officer may serve more than 2 consecutive terms in the same position. Each Officer shall hold office until a successor shall have been elected and duly qualified.
ARTICLE 8 — Elections
Section 8.1 Nominating Committee
At least three months prior to the Annual Meeting, the President, with the approval of the Board of Directors, shall appoint a nominating committee of at least three members of the Association, no more than one of which may be from the Board of Directors, who shall make nominations for election to the Board of Directors. The slate of nominees shall be equal in number to the directorships to be vacated at the end of that year. No one shall be nominated who is unwilling to serve. The list of nominees shall be sent to all members with the notice of the Annual Meeting.
Section 8.2 Elections
A slate of candidates shall be submitted to the membership at the Annual Meeting by the Nominating Committee.
Additional nominations for each office may be made from the floor at the meeting.
The Officers and Directors shall be elected by a simple majority vote of those members present. In the case of no candidate receiving a simple majority, the candidate with the least number of votes shall be dropped and an additional vote taken for the remaining candidates.
Section 8.3 Term
Those elected shall begin their tenure immediately following their election.
ARTICLE 9 — Committees
Section 9.1 Committee Formation
Committees and their chairs shall be appointed and discharged by the President with the approval of the Board of Directors of the Association as deemed necessary to fulfill the purposes and functions of the Association.
ARTICLE 10 — Contracts and Agreements
Section 10.1 Enter into Contract and Agreements
The Association's Board of Directors may enter into contracts and agreements; however, such agreements may only bind the Association itself.
ARTICLE 11 — Finances
Section 11. 1 Annual Budget
Before the start of each calendar year, the Treasurer, with the help of an Ad Hoc finance committee, shall prepare an annual budget for the Association. This budget shall be reviewed and approved by the Board of Directors. Approval of the budget, or any portion of that budget, at any monthly meeting authorizes the appropriate Committees to expend Association funds as specified in all approved portions of that budget. The Board shall authorize all subsequent expenditures.
Section 11.2 Expenditure of Funds
Association funds beyond those specified in the annual budget, may only be expended as follows:
  1. For any amount of $200.00 or less, funds may be expended when the majority of Board of Directors authorizes payment of reasonable compensation for services rendered or expenses incurred in supporting the goals of the Association.
  2. Approval of expenditures for reimbursement or payment shall follow procedures drafted by the Association Treasurer and approved by the Board of Directors.
  3. Any request for funds to be used by an outside organization must be submitted in writing to the Board of Directors, who will vote upon the request. The request will show how these funds will be spent.
Section 11. 3 Annual Audit
At least once every four (4) years, the President, with the approval of the Board of Directors, shall appoint a three-member audit committee to audit the Association's financial records from the time of the previous audit through the current accounting period (month end, year end, fiscal year end). The audit committee shall report their findings in writing, to the Board. Such audit shall be made a permanent record of the Association and shall be available to the membership.
ARTICLE 12 — Fiscal Year
Section 12.1 Date of Fiscal Year
The Fiscal year of the Association will be September 1 through August 31.
ARTICLE 13 — Amendments
Section 13.1 Amendments by Membership
Amendments to the By-laws may be adopted at any Association meeting by a 2/3 majority of the members present.
Proposed amendments to the By-laws may be submitted in writing by any member of the Association.
Proposed amendments shall be submitted to the President, and shall be presented to the Board for review and circulated to the membership at least one month but not more than 90 days prior to the meeting at which the proposed amendment. The proposed amendment shall become effective when seconded and approved by a 2/3 majority of those members present at a meeting.

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