BYLAWS
(Revised 9/08/2016)

Article 1 (Indemnification)

To the extent of insurance coverage under any policy of the Club, the Club shall indemnify any officer or director for any liability arising out of any action taken on behalf of the Club within the scope of authority of such officer or director.

Article 2 (Exclusions from Purpose)

It shall not be the purpose of the Club to engage in any activity that will promote or favor any commercial, political or special interest group, except when an action is necessary to protect the interests of the Club's regular activities as determined by a majority vote of the members present at a General Membership Meeting, following a Board of Directors decision on such an action. Any member of the Club may bring up a question of a need for such an action at a General Membership Meeting, which shall then be referred to the Board of Directors for an expression of their opinion before any vote is held by the general membership.

Article 3 (Membership)

Any adult (minimum: 18 years of age) shall be eligible for Club membership. General membership shall be renewable annually.

Honorary Membership may be granted by the Board of Directors to individuals who have been members for ten or more years and have significantly contributed to the welfare of the Club through service to the Club as an Elected or Appointed officer for four or more years.

All members, General and Honorary, are entitled to vote at all General Membership meetings.

All active members, General and Honorary, are required to execute a Release of Liability waiver statement on an annual basis along with a review of the recommended material. A List of Officers shall be made available to all members. The full Membership Roster of the Club shall not be generally available. However, the Roster shall be available to the Board of Directors and may only be used for official Club-sanctioned purposes.

Every member of the Club shall familiarize one's self with the Club's Hiking Rules and the Forest Service's Archaeological Site Guidelines and shall abide by them. The Club will make both the Hiking Rules and the Archaeological Site Guidelines available to each member.

Article 4 (Guests)

The Sedona Westerners require nonmembers wishing to participate in scheduled hikes to become members by paying the current annual dues and signing a Release of Liability waiver. On occasion, nonmembers may be invited by the Club leadership to provide instruction, education, or assistance as part of a scheduled hiking activity. Invitation may be recommended by a member of the Board of Directors and must be approved by the Trail Boss. Annual dues will be waived for these individuals to participate in a designated hiking activity, but a completed and signed Release of Liability waiver will be required.

Article 5 (Dues)

The annual dues shall be payable by the first Club meeting in September or at any time thereafter that a member begins to participate in Club activities. Honorary Members are granted a lifetime exemption from the payment of dues. The amount of dues shall be set from year to year by the Board of Directors.

Article 6 (General Membership Meetings)

General Membership Meetings are regularly scheduled for the second Thursday of the following months: September, November, January, February, March, and April. A General Membership Meeting can be opened at the Fall and/or Spring Cookouts at the discretion of the Trail Boss. The time and location of the aforesaid meetings shall be made known to the membership and special notice will be given for any meetings where voting will take place.

Article 7 (Voting)

At any General Membership Meeting, a simple majority of those members present shall be required for a motion to be passed.

Article 8 (Anticipated Recurrent Club Activities)

Though the Club's activities may be changed from year to year to reflect the needs and interests of the membership, the following are anticipated: hiking for a variety of abilities, General Membership Meetings, October and May Cookouts, and a Holiday Party. General Membership Meetings may include a business meeting and a program with a guest speaker. When deemed necessary the October and May Cookouts may include a General Membership Meeting for business purposes.

Article 9 (Classes of Officers)

Officers shall be either Elected or Appointed. The titles of Club Officers shall be in keeping with the Western vernacular as indicated in Article 10.

Article 10 (Titles and Terms of Elected Officers)

The term of office for Elected Officers shall be one year, except for Top Hands who shall serve for three years. The term of office shall begin with the current Trail Boss's adjournment at the May Cookout. All Elected Officers serve on the Board of Directors.

The following are the Elected Officer positions:

Trail Boss - President and Chair of Board of Directors
Wagon Boss - Vice President and Program Chair
Cactus Dodger - Coordinator of Rough Rider Hikes
Dogie Boss - Coordinator of Dogie Hikes
Ambler Boss - Coordinator of Ambler Hikes
Mustang Boss - Coordinator of Mustang Hikes
Rustler Boss - Coordinator of Rustler Hikes
Drover Boss - Coordinator of Drover Hikes
Tracker - Coordinator of Special Hikes
Wrangler - Secretary
Foreman - Treasurer
Prospector - Membership Chairperson
Chuck Wagon Boss - Coordinator of Social Activities and Refreshments
Top Hand #1 - Director (Actively Hiking Honorary Member)
Top Hand #2 - Director (A former Trail Boss)
Top Hand #3 - Director (Actively Hiking Member-At-Large)

Article 11 (Duties of Elected Officers)

The duties of Elected Officers are described below:

Trail Boss (Club President and Chair of the Board of Directors). The Trail Boss is responsible for the overall direction of Club activities, including Hiking Programs, Cookouts, the Holiday Party, and relationships with other agencies or organizations. The Trail Boss shall designate one or more member(s) to conduct the annual audit of the Club's financial records after the May Cookout. The Trail Boss (or the Foreman) shall be authorized to sign checks for the Club up to a limit of $500 - over $500, both signatures shall be required. The Trail Boss shall designate a member to be the registered statutory agent who is responsible for submitting the required documents to the Corporation Commission. The Trail Boss shall also propose a replacement for any position vacated during his or her term of office to the Board of Directors for approval and appointment. The Trail Boss shall prepare the agenda and preside over all Club functions. The Trail Boss shall submit designees for Appointed Officer positions, and the Chair of the Nominating Committee, to the Board of Directors for approval. The Trail Boss shall be responsible for ensuring that the Club-sanctioned hiking schedule for the upcoming season is available to the membership by the September meeting. The Trail Boss may appoint a Social Committee to assist in organizing the Holiday Party and Cookouts. The duties of the committee include collecting the required funds, scheduling crews for setup, cleanup, serving, cooking and other duties necessitated by these special events. The committee will collect funds and maintain the roster for those committed to attend and turn these funds over to the Foreman. It is recommended that the committee be chaired by the current or past member of the Board of Directors.

Immediate Past Trail Boss. The Immediate Past Trail Boss serves on the Board of Directors providing counsel.

Wagon Boss (Club Vice President and Program Chair). The Wagon Boss arranges for the programs at the General Membership Meetings and, optionally, at the October and May Cookouts. In the temporary absence of the Trail Boss, the Wagon Boss shall conduct scheduled meetings and otherwise assume the duties of the Trail Boss. In the event that the Trail Boss position shall become vacant during the year, the Wagon Boss shall be elevated to Trail Boss.

Hike Bosses (Coordinators of Hiking Groups): Cactus Dodger, Dogie Boss, Drover Boss, Ambler Boss, Mustang Boss, Rustler Boss, and Tracker. Hike Bosses are responsible for the planning and implementation of their respective hiking programs. Hike Bosses are also responsible for ensuring that each hike has a Leader who is well-versed in the Club's Hiking Rules and a Tailgater, that every hiker has executed the Release of Liability waiver statement, and that every hiker is aware of the Club's Hiking Rules. This responsibility includes the authority to exclude participation by any member or guest on any hike, in accordance with the Club guidelines. Hike Bosses may delegate these responsibilities, including the right to exclude participation on any hike, to the Leader assigned to lead the hike. Hike Bosses (or Hike Leaders in their absence) are responsible for filling out incident reports for any and all events on hikes that warrant documentation.

Wrangler (Secretary). The Wrangler prepares the minutes of the scheduled monthly meetings, Board of Directors meetings, and records any significant occurrences at the Cookouts and Holiday Party.

Foreman (Treasurer). The Foreman keeps a record of all funds received and disbursed, handles banking matters, provides a financial report for presentation at the General Membership Meetings, completes an annual financial statement and promptly files any and all appropriate federal and state tax forms. One or more members, to be designated by the incoming Trail Boss, shall audit the Foreman's records annually. The Foreman, as well as the Trail Boss, shall be authorized to sign checks for the Club. Only one signature shall be required up to a limit of $500 - over $500, both signatures shall be required.

Prospector (Membership Chair). The Prospector collects dues and required funds for Club functions and merchandise not otherwise handled by a special committee. The funds are turned over to the Foreman. In addition, the Prospector maintains and updates the Membership Roster, along with a file of executed Release of Liability waiver statements, and the completed sign-in sheets from every Club hike. Prior to the start of the hiking season, the Prospector shall provide the names of current members eligible for Honorary Membership to the Trail Boss.

Chuck Wagon Boss (Social Activities Coordinator). The Chuck Wagon Boss takes responsibility for providing refreshment at the General Membership Meetings. The Chuck Wagon Boss coordinates, in collaboration with the Trail Boss and Social Committee, the refreshment and food services at the Holiday Party and the Cookouts.

Top Hands. The three Top Hands, (also identified as “Directors” to satisfy the requirements of the Corporation Commission) serve as voting members on the Board of Directors. Individuals elected to serve as Top Hands are expected to have a perceptive understanding of the Club’s Constitution, Bylaws, Hiking Rules, and all Club practices and policies. Top Hands may concurrently hold an Appointed Officer position.

Assistants to Elected Officers. Any Elected Officer needing help with the requirements of their office may designate an assistant.

Article 12 (Board of Directors)

The Board of Directors is the Governing Body of the Club. The Board of Directors shall be composed of the Elected Officers of the Club, plus the Immediate Past Trail Boss. The Trail Boss shall call meetings of the Board of Directors. Additionally, meetings of the Board of Directors may be called by the Trail Boss at the request of any three Board of Directors members acting in unison. For voting purposes, a quorum shall be constituted by the presence of two-thirds of the Board of Directors members.

Article 13 (Scope of Authority of the Board of Directors)

The Board of Directors is solely responsible for establishing Club dues, formulating the Club’s Hiking Rules, and for the planning and direction of all Club activities. A majority of those present at a General Membership Meeting may vote to refer any matter back to the Board of Directors for reconsideration.

A majority vote shall be required for a motion to be passed at all meetings of the Board of Directors, provided that the quorum requirement has been satisfied.

Club officer positions and their responsibilities may be revised to meet the changing needs and interests of the membership. Any such changes shall require a majority vote of the Board of Directors followed by an appropriate amendment to the Bylaws requiring a majority vote of the members present at a General Membership Meeting.

Article 14 (Nominating Committee)

By the February General Membership Meeting of each year, the Trail Boss, subject to the approval of the Board of Directors, shall appoint the Chair of the Nominating Committee. The Chair of the Nominating Committee shall appoint two or more additional committee members. The Nominating Committee shall function to determine nominees for each elective office, secure their acceptance of the nomination, and present the nominees at the General Membership Meeting in March. At the April General Membership Meeting, the Nominating Committee Chair will conduct the election proceedings, soliciting nominations from the floor in addition to those presented by the Committee, and then preside over the voting process.

Article 15 (Title and Duties of Appointed Officers)

The following are the Appointed Officer positions, with a one-year term of office for all positions with the exception of the three Forest Service liaison positions (Ranger, Lookout, Cliff Walker), each of which carries a two-year appointment.

Roundup Boss (Public Relations Chair). The Roundup Boss arranges for the preparation of the Sedona Westerners article to appear each week in the "Sedona Red Rock News".

Historian. The Historian, the "keeper" of the Club's historical documents, collects and preserves newspaper articles, pictures, and other memorabilia to add to the Club Archives.

Ranger (Liaison to the Sedona Ranger District). The Ranger is the overall "Ambassador" of the Club to the local USDA Forest Service office, and conducts negotiations as needed. Term of office is two years.

Lookout (Coordinator of the Emergency Assistance Team). The Lookout organizes the Club volunteer members who shall be available to provide emergency assistance to the Forest Service - as requested by the Forest Service Staff Officer for Volunteer Services. Term of office is two years.

Cliff Walker (Coordinator of Cultural Resources Education). The Cliff Walker is the "Ambassador" of the Club, specifically to the archaeological personnel of the Coconino National Forest, and arranges for cultural heritage experiences for Club members. In addition, the Cliff Walker provides consultation to Hike Bosses and Leaders on teaching proper site etiquette. Term of office is two years.

Point Rider (Web site Maintenance Manager). The Point Rider maintains the Sedona Westerners web site under the direction of the Trail Boss.

Sunbeam (Counselor). The Sunbeam sends appropriate messages of cheer or sympathy to members.

Assistants to Appointed Officers. Any Appointed Officer needing help with the requirements of their office may designate an assistant.

Article 16 (Exemption for Past Trail Bosses)

Past Trail Bosses shall be honored at the May Cookout and his or her cookout fee shall be waived.

Article 17(Amendments or Changes to the Bylaws)

Any Club member may propose changes to the Bylaws. A proposed change to the Bylaws shall be presented as an informational item to the membership in written form at a General Membership Meeting. It will then be discussed and voted on at the next General Membership Meeting and become effective upon approval by a majority (50% +1) of the members present.