These Bylaws approved by the membership of Baystate Jeepers, Inc., last updated October 28, 2017.


1.1.This non-profit organization is incorporated as: Baystate Jeepers, Inc., herein referred to as the ‘Club’.

1.2. The identifying insignia is the image of a red Jeep® overlaying a blue outline of the State of Massachusetts with the Club name and a compass rose.

1.3. The Club’s official address is that of the Secretary and is listed in the Certificate of Incorporation.


 2.1. The purpose of this organization is to promote the use of stock and slightly modified Jeep vehicles for responsible off-highway driving, Jeep ownership and camaraderie, for and by its members driving duly insured 4WD Jeep vehicles capable of handling rough terrain.


3.1. Regular Membership

3.1.1. Membership in this organization shall be open only to duly licensed Jeep owners, of at least 18 years of age. The BOD, upon receipt of a current-year membership application, shall, without bias, consider such application for approval, subject to the requirements set forth on the said application and within these Bylaws. A current-year application is available on the Baystate Jeepers, Inc. web page. A Regular Member shall receive, upon initial membership, a club decal, and a newsletter published once a month with the exception of December through February. A Regular Member is entitled to attend all regularly scheduled events.

3.1.2. The maximum number of Regular Memberships allowed for the next year shall be determined by a vote of the regular membership at the last scheduled meeting of the year. Membership limit shall be posted on the Baystate Jeepers Inc. official web page.

3.1.3. Regular Members may sponsor an Associate Member with the understanding that there will be a limit of one Associate Member per one Regular Member. A Regular Club Member may not sponsor a second Associate Member while his or her ‘first’ sponsored Associate Member continues to be in force. The number of Associate Members may not exceed 30% of the number of Regular Members.

3.1.4. Renewal of Regular Membership is contingent upon submission of a current-year membership application and the meeting of all membership requirements.

3.1.5. A Regular Member in good standing, (as determined by these Bylaws), may withdraw from membership by submitting a letter of resignation to the BOD. Such member will be awarded a pro-rated refund of dues, the amount to be determined by the Board.

3.2. Associate Membership-

3.2.1. Baystate Jeepers Associate Membership is limited to persons at least 18 years of age. Associate Members may serve on a Baystate Jeepers committee(s) of their choice but may not chair such committee. Associate Members shall not be eligible to run for or hold office.

3.2.2. An Associate Member will receive upon initial membership a newsletter published once a month with the exception of December through February, (if they reside elsewhere from the Regular Member’s residence), and a Club decal. An Associate Member is entitled to attend all regularly scheduled events.

3.2.3. Associate members have the right to vote at Regular and Special meetings.

3.2.4. Herein the term “Member” shall mean both a Regular Member and Associate Member, unless specified.

3.3. There shall be no other type of membership in the Club other than Regular Member and Associate Member.

3.4. Change of Status-

3.4.1. Should an Associate Member wish to become a Regular Member, and there are no Regular Member positions available, the Associate’s application will be placed at the front of any existing waiting list.

3.4.2. Should an Associate Member lose their sponsor, and there are no Regular Member positions available, the Associate may, at the discretion of the BOD, become a Regular Member in excess of any stated current membership limit. This exception is intended only for the unforeseen or unexpected loss of a sponsor and shall in no way be considered a conflict with, or a nullification of, the provisions of Section 3.1.2, and shall not be used as a means to circumvent said section. All other requirements for Regular Membership must be met.


4.1. Participation in Club events is limited to Jeep vehicles which must have 4-wheel drive and low range capability.

4.1.1. Introduction of any other Jeep vehicle on a club event shall be approved by the BOD.

4.1.2. The minimum tire diameter on any vehicle participating in a club sponsored trail ride is 29 inches. Metric dimensioned tires must convert to be within the previously mentioned English range.

4.1.3. Tow hooks or other secure means of towing from both the front and the rear are mandatory. A hitch ball is NOT acceptable for safe pulling of another vehicle.

4.1.4. All non-steel top vehicles must have a roll bar. All Jeep vehicles must have seat belts for ALL occupants.


5.1. All Jeep vehicles must have a first-aid kit, an FRS radio, fire extinguisher, a full size (in diameter) spare tire, tow hooks or other secure means of towing from both the front and the rear, and a recovery/tow strap with no hooks that has at least a 20,000 lb capacity. Whip antennas must be tied down.

5.1.1. All required equipment must be in safe working condition.


6.1. Functions-

6.1.1. Functions are Club sanctioned events that include general membership meetings, planned social gatherings and technical presentations. Primarily, Club functions are held only for members and their families and significant others but may, at the discretion of the BOD, be open to the general public. The BOD may require an admission fee from members or nonmembers to offset the cost of the function or in order to raise money for the club.

6.2. Trail Rides-

6.2.1. A Club Trail Ride is a regularly scheduled, Club sanctioned event for members and their passengers only.

6.2.2. All participants must sign a trip roster/waiver of liability and indemnity before being permitted to participate in a Club Trail Ride.

6.2.3. No guest vehicles will be allowed without the prior permission of the Club President, or Vice President, except as noted in Article 3 in regard to prospective members. Guest vehicles must meet all the same Club safety and vehicle requirements as Regular Member vehicles.

6.2.4. Special Guest Status: When it is considered to be within the best interest of the Club, the Club may apply a Special Guest Status to a guest’s vehicle. The President, or the Vice President, and Director of Trails, must approve such status. Special Guest Status exempts the guest’s vehicle from all but safety requirements.

6.2.5. The Associate Member shall not introduce or operate any vehicle on a Club sponsored Trail Ride other than the single vehicle over which their sponsor has responsibility and control.

6.2.6. The designated Trail Ride Leader is responsible for the overall conduct and safety of the trail ride. If, in the opinion of the Trail Ride Leader, a member’s vehicle is not suitable for the event, is unsafe, or has missing or defective mandatory equipment, the Trail Ride Leader has the authority to deny a member(s) access to, or remove a member(s) from, a trail ride. If the Trail Ride Leader deems it unsafe for any member(s) to attempt a particular trail obstacle, then an alternate route may ordered. A guest vehicle will also be subject to the Trail Ride Leader’s inspection and may, for reasons listed in these bylaws, deny the guest vehicle admission to the trail ride. Final discretion is up to the Trail Ride leader.


7.1. All members of the Club shall drive their Jeep vehicles in a safe and courteous manner, respect the rights of property owners, and not willfully or wantonly destroy, remove or damage in any way the property of another Club member or property owner. Members shall obey the orders of the assigned Trail Ride Leader in regard to keeping the event safe and moving along. Any unnecessary risk taking is frowned upon and may result in disciplinary action.

7.2. Reasons for Disciplinary Action, (not limited to the following):

7.2.1. Any action which, at the discretion of the BOD, alienates or causes distress of a Trail land owner or abutter.

7.2.2. Non-payment of Dues. Expulsion for non-payment of dues shall be based on the Treasurer’s records.

7.2.3. Non-Payment of any fee(s) voted on and approved by the Club general membership.

7.2.4. Any unauthorized use of the Club name, insignia, and/or property for personal gain or for the purpose of deception.

7.2.5. Endangering the public or other Club members while participating in a Club event.

7.2.6. Consumption of alcohol within a period at least four hours prior to or during any Club activity which includes driving or being a passenger in any motor vehicle or any vehicle operation related activity.

7.2.7. The use of unlawful drugs or substances by a Club member constitutes cause for immediate expulsion from the Club.

7.2.8. Noncompliance with any BOD directive.

7.2.9. Committing an unlawful act during a Club event. Any Member committing an unlawful act at a club event may permanently forfeit the privilege of membership

7.3. Noncompliance with any of these directives or with any Articles of these Bylaws may be reported to the BOD and result in disciplinary action.

7.4. Liability for Damage

7.4.1. A member shall be held liable to effect repair or replacement of any private or public property willfully damaged by the member. Noncompliance shall result in disciplinary action.


8.1. The BOD may, at it’s discretion and with a majority vote, reprimand, place on probation, suspend, or recommend expulsion of a Regular or Associate Member.

8.1.1. Notification: A Member voted to receive Disciplinary Action by the BOD shall be considered notified of the Disciplinary Action if that Member is present for the vote. If the Member is not present for the vote on Disciplinary Action then the Club President shall, within seven days by regular mail, notify the Member of the resulting status within the Club.

8.1.2. Reprimand: The BOD may issue a letter of reprimand to any member for reasons listed in, but not limited to, Section: 7 inclusive. Such a letter will remain on file with the secretary for a period of not more than two years unless a second Disciplinary Action occurs with in that time period. In such a case the letter will be held on file for two additional years commencing from the date of the second infraction.

8.1.3. Probation: The BOD may place a Member on a probationary status for reasons listed in, but not limited to, Section: 7 inclusive. Terms and conditions of probation are to be determined and set forth as part of the vote for probation.

8.1.4. Suspension : The BOD may suspend a Member for reasons listed in, but not limited to, Section: 7 inclusive. Terms and conditions of suspension are to be determined and set forth as part of the vote for suspension.

8.1.5. Expulsion: The general membership may, by a two thirds margin, vote to expel a Member when it is considered to be in the best interests of the Club, (See Section 7 inclusive) Expelled Member Privileges: Any Member voted expelled from the Club by the general membership for any reason(s) relinquishes all Club status and membership privileges. This includes but is not limited to:

· Participation in any Club Trail Ride as a guest or any other status.

· Any Club affiliations or benefits obtained by the Club for its membership.

· All payments of moneys, dues or otherwise, accrued prior to the expulsion date.

8.2. BOD Review of Expulsion: Any Member voted ‘expelled’ from the Club by the general membership has the right to review by the Board of Directors by petitioning the Board of Directors in writing, within two weeks of the expulsion notification, with reason(s) why said Member should not be expelled.

8.2.1. The BOD may find to hold the expulsion as voted by the general membership or may find justification to recommend reconsideration to the general membership for a second and final vote.

8.2.2. Privileges of Member under Review of Expulsion: Any Member under Review of Expulsion by the Board of Directors shall relinquish all member rights and privileges until the review is finalized.

8.2.3. Notification of Results of Review of Expulsion: Notification of the results of the Review of Expulsion shall be in writing and mailed by the Club President to the Member within seven days.


9.1. The Club’s fiscal year is from January 1 through December 31.

9.2. Bank Account(s)

9.2.1. The duly-elected Treasurer will maintain all accounts in the name of Baystate Jeepers, Inc.

9.3. Club Assets

9.3.1. The Treasurer will maintain appropriate inventory records of all club fixed assets, including their origin and disposition. Fixed assets shall include all club-owned, long-term assets such as trailers, ramps, radios, HAZMAT kits, GPS equipment, etc.

9.3.2. A person shall be appointed by the BOD to handle club marketable items. The appointee will maintain clear and appropriate inventory records of all such items. These records will clearly show beginning, and current levels of all marketable items, and these records shall be maintained in such a way that a dollar value can be assigned to inventory on hand. Marketable items will include any item the club holds for resale such as apparel, stickers, decals, etc.


9.4.1. A club member appointed by the BOD shall conduct an Annual Review of the club’s financial records. This review will be conducted in the time period between the last Regular Meeting of the year and December 31st.

9.4.2. The club Treasurer and the person(s) maintaining the inventory of marketable items will make all records available to the reviewer at a mutually agreed upon time and place.

9.4.3. The reviewer shall submit a written report to the BOD within a reasonable time of the conclusion of the review, but no later than February 25 of the new fiscal year. This report shall be read to the Membership at the March meeting.

9.4.4. The same individual shall not again be appointed as a reviewer until a time period of at least three years has elapsed.


10.1. Annual dues for existing regular members and associate members must be paid by February 15th of that fiscal year.

10.1.1. A newly-admitted Regular Member and/or Associate Member, joining the Club on or after the date of the fall meeting of the current year shall pay the full dues that have been set for the following fiscal year, and shall be credited as paid in full for both the remainder there of and the following fiscal year.

10.1.2 Any other deviation from the dues scheduled other than those in section 10.1.1 shall be at the discretion of the BOD.

10.2. As of February 16th of that fiscal year, any member who hasn’t paid their dues relinquishes their membership spot to anyone wishing to join prior to the point the Club reaches that year’s full membership quota.

10.2.1. If a member wishes to renew after February 16th, they may do so only if the full membership quota has not been reached.

10.3. Dues will be posted on the “Baystate Jeepers, Inc. Member/Renewal Application Form”, on the Club Web site, and in the Newsletter.

10.4 BOD membership fee is waived due to volunteer time and efforts to keep the club moving forward.



· Executive Officers include the President, Vice-President, Treasurer and Secretary.

11.1.1. President- The President shall be the Chief Executive Officer of the Club, and, subject to the control of the Board of Directors, shall have general supervision of the affairs of the Club in accordance with these Bylaws. The President shall preside at all BOD meetings.

11.1.2. Vice President- The Vice President shall have such duties and powers as determined by the Board of Directors. The Vice President shall have and may exercise all the powers and duties of the President during the absence of the President or in the President’s inability to act.

11.1.3. Treasurer- The Treasurer shall be the Chief Financial Officer and the Chief Accounting Officer of the Club. The Treasurer shall be in charge of it’s financial affairs, funds, securities, and financial papers, and shall keep full and accurate records thereof. The Treasurer shall have such other duties and powers as designated by the Board of Directors. The Treasurer shall also be in charge of the Club’s books of account and accounting records, and of it’s accounting procedures.

11.1.4. Secretary- The Secretary shall record and maintain records of all proceedings of the Board of Directors’ Meetings, Regular Meetings and Special meetings, in a book or series of books kept for that purpose, which book or books shall be kept at the Office of the Secretary, and shall be open at all reasonable times to the inspection of any Regular Member. Such book or books shall also contain the original or attested copies of the Articles of Organization and Bylaws and the names of the Members, Executive Officers, and Directors, and the address of each. If the Secretary is absent from any BOD, Regular or Special Meeting, a temporary Secretary, chosen at the meeting, shall exercise the duties of the Secretary at the meeting.


· Directors include the Director at Large, Director of Trails, and Director of Events.

11.2.1. Director at Large- The Director at Large shall have such duties and powers as designated by the Board of Directors to include the position of Chair of any committee that falls within the Director’s area of responsibility.

11.2.2. Director of Trails- The Director of Trails shall have such duties and powers as designated by the Board of Directors to include the position of Trail Committee Chair.

11.2.3. Director of Events- The Director of Events shall have such duties and powers as designated by the Board of Directors to include the position of Events Committee Chair.


11.3.1. The affairs of Baystate Jeepers Incorporated shall be managed by a committee to be called the Board of Directors, (herein called the “BOD”), which shall consist of the President, Vice President, Secretary, Treasurer, Director at Large, Director of Trails, and Director of Events.

11.3.2. Powers of the Board of Directors The BOD shall have general control and management of the administration and affairs of this organization. The BOD may, subject to these Bylaws, exercise all such powers as may be exercised by this organization other than those powers and functions that are required, by these Bylaws, to be exercised by members at Regular and Special meetings. The BOD, subject to these Bylaws, has the power to perform all such acts that appear to the Board, to be essential for the proper management of the business and affairs of this organization.

11.4. Standing Committees

· The following Standing Committees shall exist:

11.4.1. Trails Committee It is the function of the Trail Committee to plan and organize the club’s yearly trail schedule to include locations, directions, trail ratings and area accommodations. The committee is also responsible for recruiting, training and managing guides and trail leaders. The committee shall also maintain trail rosters and conduct safety inspections for each run. They shall create and maintain directions to and from the meeting spots and trail heads.

11.4.2. Events Committee The Events Committee shall plan, organize and facilitate all private and public Club-sponsored events.

11.4.3. Bylaw Committee The Bylaw Committee is established to sustain the Club’s Bylaws and shall include at least one BOD member. The Bylaw Committee shall be responsible for maintaining a current set of Bylaws and shall report to the BOD.

11.5. Special Committees

11.5.1. Special committees shall be established at the discretion of the BOD to address any specific issue. Such a Special Committee will be chaired by a BOD member and shall be dissolved at the completion of its task. Special Committees shall report to the BOD.

11.6 Sharing of Administrative Access

11.6.1 Administrative access to all critical functions of the club shall be shared by more than one member of the club, with at least one of those members being an active member of the board of directors. Critical functions include, but are not limited to: social media and web presence administration1, and access to financial records and accounts2.

1Social media shall include Facebook, Twitter, Baystate Jeepers’ official website(s) and web forum as well as any other format this is officially sanctioned and operated by the Club.
2Financial records shall include all materials handled by the Treasurer.

11.7 Appointed Positions

11.7.1 All members appointed to official positions who are not active members of the board of directors shall automatically be considered part of an appropriate sub-committee and will be required to report to the board of directors as requested.

11.8 Club Representation

11.8.1 All official positions of club representation shall be appointed by the board of directors. Such positions shall include NEA delegate, Tread Lightly delegate, and others as deemed appropriate. Each appointment shall be 1 year in duration.


12.1. Nominations

12.1.1. Nominees for Club office shall be Regular Members in good standing. The Nomination Period for each Executive or Director Office will open on March 1 of the current election year. Only Regular or Associate members in good standing may make nominations. Each nomination must be seconded for acceptance. The Secretary will record all nominations that are accepted.

12.2. Elections

12.2.1. Elections are to be held in October with the results posted in the November newsletter. All terms of office are to be one year, or until a successor is appointed. There are no term limits. A term of office shall begin on January 1st following the election and end on December 31st that same year. A special election may be held at any time to replace any officer.

12.2.2. Associate Members will not be eligible to run for or hold office or chair a committee.

12.2.3. It shall not be considered a conflict of interest for more than one household member to hold office on the BOD at the same time.


13.1. Voting at Regular and Special General Membership Meetings:

13.1.1. All members in good standing, except the President, are entitled to vote and are encouraged to do so. A Club member has one vote. There are no non-member votes. In the event of a tie, the President will cast the deciding vote, unless it is for his or her own election to office. When voting for the election of President, the Vice President will refrain from the regular vote but will subsequently cast the deciding vote in the case of a tie. All voting activity for elected officials shall be conducted by secret ballot except as previously indicated in the case of a tie. Secret ballot voting may be waived by a show of hands for any uncontested office. Any person currently running for office is prohibited from the handling of, or counting of ballots and votes. There will be no recognition of write-in candidates during the voting process. Any such ballot or vote will be considered a blank ballot and disregarded. If, for any reason during a meeting a quorum ceases to exist, no further voting will be permitted except for adjournment as noted in Section

13.1.2. Absentee Ballot The BOD will issue an absentee ballot to a Regular or Associate member only if all of the following conditions are met:

· The member is unable to attend the Club meeting due to a commitment for official Club business.

· The commitment to attendance for this Club business is not discretionary.

· The member is in good standing.

· The BOD approves issuance of the absentee ballot by a majority vote. An absentee ballot will only be issued for office elections. The absentee voter shall cast the ballot by submitting an email or letter directly to the Secretary which lists the positions and the name of the candidate for whom the vote is cast. The secretary will not count any vote cast for a candidate who has not had their nomination seconded. An absentee ballot will not count toward meeting quorum.

13.1.3. Under no conditions will the issuance of a proxy be recognized or honored at any Club meeting.

13.2. Voting at BOD Meetings

13.2.1. Voting at a BOD meeting will only take place if a BOD quorum is established.

13.2.2. A BOD quorum will exist only if a minimum of two of the four Executive Officers and two of the three Directors are present. If, for any reason during a meeting a quorum ceases to exist, no further voting will be permitted except for adjournment as noted below. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

13.2.3. In the event of a voting tie the Club President will vote to break the tie. In the absence of the President, the line of succession will be: Vice President and Treasurer; less than that and a quorum ceases to exist.

13.2.4. The BOD can only vote on motions made by Executive Officers or Directors of the BOD. The general membership and or other observers may not initiate motions for BOD voting consideration.

13.3. BOD Voting on A Dedicated List Server

13.3.1. Protocol: A quorum is always assumed to exist. An electronic motion must contain the word “Motion” in the ‘Subject’ field along with unique identifying text. A motion must be ‘seconded’ prior to further discussion with a ‘Reply’ function which will prefix the previously composed unique ‘Subject’ field with “Re:”. (The motion will ‘die’ if it is not seconded.) All subsequent discussion must include the text of the original motion and maintain the exact ‘thread’ subject. After a period of discussion that is at the President’s discretion, but no less than four days, the motion will be moved to a vote. This ‘VOTE’ message will contain the text of the motion, in its most current form, a date and time at which the voting period ends, and the word ‘Vote’ appended to the thread subject. Actual votes are made by replying to the President’s ‘VOTE’ message, fully intact, with the BOD Member’s vote and name inserted as the first line in the message body. Acceptable votes are: FOR, AGAINST or ABSTAIN. No voting action by a BOD Member within the time period shall be considered as ABSTAIN. Should amendments to a motion increase that Electronic Motion’s complexity, any BOD member may call for a vote to table that motion to a future time. Any BOD member may call for a vote to table any motion, but only prior to the motion being “moved”.


14.1. General Membership Meetings

14.1.1. Regular Meetings Regular Meetings require a quorum of 20% of the current membership. Regular Meetings are pre-scheduled for the full year where the number and frequency of which are set at the last meeting of the prior fiscal year. Notice of Regular Meeting dates shall be posted on the Club web page. Regular Meetings are held to conduct the business of the Club and shall follow an agenda provided by the Club Secretary which shall include a roll call of Officers, taking of attendance to verify the presence of a quorum, reading of the last Club Meeting minutes, reports from officers, reports from committees, unfinished business, new business, and, finally, an open forum For the Good of the Club. Adjournment follows. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

14.1.2. Special Meetings Special Meetings may be called by a majority vote of the BOD. Notification of any Special Club meeting shall be given at least 30 days prior to the meeting date, shall include the location and time of the meeting and shall be disseminated through the Club newsletter, posted on the Club web site and/or by direct regular mail or email. BOD, vary from the Regular Meeting protocol and may be limited to action on a single issue before the club.

14.1.3. Executive Session During a Regular or Special Meeting the BOD may, at their discretion, and by a 2/3 vote of approval of the BOD members present at the time, hold or enter into an Executive Session. It is customary for Executive Session meetings to be held after a Regular or Special Meeting is adjourned. Executive Session may be held to discuss sensitive topics before the Board, which include but are not limited to legal issues, internal activities or sensitive and confidential matters. An Executive Session meeting is closed to all except the Executive Officers, the BOD and any specifically-invited individuals.

14.2. Electronic Conduct of Business

14.2.1. The BOD may employ a controlled-access, moderated, e-mail list server to do the business of the Club including, but not limited to, discussion on any pertinent topic, information sharing, and voting on issues at the President’s request. (See Section 13.3) The controlled list server membership must include all Executive Officers and Directors.

14.2.2. The Club President will preside over all activity conducted via this medium. The President will make direct contact by telephone to advise and or collect a vote from any Executive Officer or Director who, for any reason, is unable to contact or respond to the list server. The results of any such communication will then be posted on the list server. It is the responsibility of the affected Executive Officer or Director to inform the President of the inability to participate in any electronic activity. Any BOD member may motion to table until the next Regular or Special meeting, any item that has not yet been called to vote.

14.3. General Club Communication

14.3.1. General Membership List Server Protocol The Club will provide an e-mail board for Members’ use. All members in good standing, will, if they wish, be allowed access to this board.

14.4. The e-mail board will be used for, but not be limited to, sharing data, photographs, items wanted or for sale, technical information and other Club matters.

14.5. Improper use of the e-mail board shall include, but not be limited to, the use of foul language, posting of offensive material or slanderous comments. The BOD may, for just cause, suspend or permanently deny a member access to the e-mail board.


15.1. These Bylaws, Robert’s Rules of Order Newly Revised 10th Edition, and a majority vote of the membership, unless otherwise specified, shall govern all proceedings.


16.1. Motions to add, modify or delete a Bylaw article must be approved by a two-thirds vote of the members present at any Regular or Special Club meeting.


17.1. Upon resolution to dissolve the Baystate Jeepers, Inc. the assets of the Club shall be distributed in accordance with the laws of Massachusetts.