ARTICLE I

The FORESTHILL TRAILS ALLIANCE, INC. (FTA) is a nonprofit community organization whose purpose is to preserve, maintain and acquire multi-use trails on the Foresthill Divide, and to work in conjunction with other groups which promote and preserve multi-use trails throughout California and the United States. Also, to promote and encourage close personal working relationships between trail organizations, and to encourage Federal, State and local governments and private landowners to allow multi-use trails to pass through their property and to promote legislation to permanently preserve and protect established trails and new trails.

ARTICLE II

Section 1. Levels

Membership of this organization shall be comprised of two levels - General Membership and Associate Membership.

General members shall include family and single memberships which shall have voting rights.

Associate members shall have no voting rights.

Membership is open to all persons who have an interest in the purpose of this organization.

Section 2. Applications

Membership applications shall be accompanied with the first yearly dues.

Section 3. Voting

Each dues paying individual or two individuals of a dues paying family membership shall be entitled to one vote each at any meeting of the FTA.

ARTICLE III

Section 1. Number

The officers of the FTA shall consist of a President, a Vice-President, a Secretary, and a Treasurer.

Section 2. Election and Term of Office

The officers of the FTA shall be elected annually by the general membership at the Annual Meeting to be held in October of each year. Vacancies may be filled at any meeting by a majority vote. Each officer shall hold office until a successor shall have been duly elected, and each shall be eligible to succeed himself or herself in office.

Section 3. President

The President shall have general supervision of the affairs of the FTA. The President shall preside at all regular monthly meetings.

Section 4. Vice-President

In the absence of the President, the Vice-President shall perform the duties of the President. The Vice-President shall have such other powers and duties as may be assigned by the President.

Section 5. Secretary

The Secretary shall keep minutes of all meetings and keep current records of the name, mailing address and telephone number of all members of the FTA. The Secretary shall perform all duties and have such other powers as may be assigned by the President.

Section 6. Treasurer

The Treasurer shall be responsible for the accounting for all monies of the FTA, including depositing and/or investing them in accordance with policy adopted by the membership.

Section 7. Removal

Any officer may be removed at any time for cause by a three-fourths vote of all members in good standing of the FTA.

Section 8. Resignation

Resignation of any Officer shall be submitted in writing to the Board.

Section 9. Vacancies

Vacancies may be filled by a special election with at least seven calendar days prior notice to the membership.

Section 10. Elections

There shall be an election by secret ballot when more than one person is running for a particular office. The president will appoint an election committee whose duties will be conducting, supervising and counting the secret ballots.

ARTICLE IV

Section 1. Appointment and Operations

Except as otherwise stated in the Bylaws, the President shall appoint the members and designate the chair of standing and other committees. Committee members may meet on their own to further committee work.

Section 2. Compensation

No committee member shall receive, directly or indirectly, any compensation for his or her services; however, the President may authorize reimbursement of reasonable expenses incurred by members in connection with furtherance of committee business.

Section 3 Other Committees

The President shall create additional committees as needed.

ARTICLE V

Section 1. Annual Meeting

The annual Meeting of the FTA shall be held in the month of OCTOBER at such date, time and place as the President, with the consent of the membership, shall determine. At that time a financial report will be given by the treasurer and new officers will be elected.

Section 2. Regular Meetings

In addition to the Annual Meeting, regular meetings shall be held at least monthly. They shall be called by the President with the consent of the membership.

Section 3. Special Meetings

Special meetings may be called at the request of the President with the consent of the membership or at such time as twenty percent of the active, paid-up membership may request.

Section 4. Quorum

A quorum of at least six (6) members and one Officer must be present at any meeting to conduct official business for the FTA.

ARTICLE VI

These Bylaws may be amended by a majority vote of membership present at any meeting.