Issue 4.0
CANYON EXPLORER, INC.
B Y L A W S
Introduction: Issue 2.0 of these bylaws is derived from the original paper copy of bylaws accepted by the directors of Canyon Explorer, Inc. March 5th, 1994. An additional Article, RULES AND REGULATIONS, has been added along with changes to the original to reflect the evolution of the management structure of the corporation and other necessary changes.
Accepted by the shareholders of Canyon Explorer, Inc. this day April 1st 2003.
CHANGES:
Issue 3.0 – Amend Section 3.06. Compensation. to limit total officer compensation to $900.00. Approved via shareholder vote December 2006 .
Issue 3.0 - Amend Article IX Numbering Definition of Weeks shall be amended to the First week of the year is defined: The Saturday before the first Wednesday of the beginning of the year effective to start in the 2014 Season. Approved via shareholder vote April 1, 2013.
Issue 4.0 - Amend Article II, Section 2.01 Annual Meeting(s). The Annual Meeting(s) of the shareholders shall be held by the third week of January. Approved via shareholder vote December 16th, 2017.
ARTICLE I
OFFICES
Section 1.01. The corporation may maintain such offices, within or without the State of Utah, as the Officers of the corporation may from time to time designate.
Section 1.02. The address of the principal office of the corporation may be changed by the Officers of the corporation. The Secretary/Treasurer must advise owners of any change of address in a timely fashion.
ARTICLE II
SHAREHOLDERS
Section 2.01. Annual Meeting(s). The Annual Meeting(s) of the shareholders shall be held by the third week of January for the purpose of electing officers and for the transaction of such other business as may come before the meeting(s). If the election of officers shall not be held on the day designated herein or at any adjournment thereof, the Officers of the corporation shall cause the election to be held at a Special Meeting of the shareholders as soon thereafter as conveniently may be. Date change from the first week of December to the third week of January approved via shareholder vote December 16th, 2017.
Section 2.02. Special Meetings. Special Meetings of the shareholders may be called at any time by the President, or by the Officers of the corporation. Also, the holders of not less than one-third of all the shares entitled to vote at the annual meeting may call for a Special Meeting and a written request to state the purpose, or purposes, of the meeting is to be delivered to the President, Vice President or the Secretary/Treasurer.
Section 2.03. Place of Meetings. The Officers of the corporation may designate any place, as the place of meeting for any Annual Meeting or for any Special Meeting called by the Officers of the corporation.
Section 2.04. Notice of Meetings. The Secretary/Treasurer shall notify shareholders of the time, place and purpose or purposes of such meeting of the shareholders (whether Annual or Special) at least ten (10) days, but not more than fifty (50) days, prior to the meeting.
Section 2.05. Shareholder Voting. There are a total of 2600 shares in the corporation. There is one vote per 100 share (week) block regardless of the number of owners in an individual week. Voting units are indivisible. Each multi-owner week must designate one single individual empowered to vote for that 100 share block and must so inform the Secretary/Treasurer.
Section 2.06. Voting Lists. The Secretary/Treasurer shall make available, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting. Shareholders are eligible to vote only if they have paid all shareholder’s fee(s) to date in full.
Section 2.07. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting a majority of the shares so represented may adjourn the meeting from time to time without further notice. If at the annual meeting a quorum was not achieved, the Secretary/Treasurer shall poll the designated shareholders by email or post for election of Officers and other business.
Section 2.08. Proxies. At each meeting of the shareholders, each shareholder entitled to vote may vote in person or by proxy, provided, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself, or by his attorney thereunto duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered to the Secretary/Treasurer of the corporation. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held.
Section 2.09. Voting of Shares by corporation. In addition to regulations and restrictions imposed by law upon the voting of shares, shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be voted directly or indirectly at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.
Section 2.10. Maintenance Fees. Shareholders are obligated to pay to the corporation an annual Maintenance Fee as well as any Special Assessments that may be levied from time to time for the safe operation of the Canyon Explorer. Maintenance Fees are determined annually at the annual meeting. Special Assessments are determined on an as-needed basis by the Officers as events may so require. Failure to pay fees and assessments may result in revocation of voting privileges, access to the boat and recovery of shares.
Section 2.11. Shareholder Mailing Addresses. Shareholders are required to inform the Secretary/Treasurer of their current mailing address to facilitate corporate business. In the event a Shareholder moves or otherwise changes address data, he must inform the Secretary/Treasurer in a timely fashion so that the records reflect this.
ARTICLE III
OFFICERS OF THE CORPORATION
Section 3.01. General Powers. The property, affairs and business of the corporation shall be managed by the Officers of the corporation. The Officers of the corporation may exercise all the powers of the corporation whether derived from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these bylaws, vested solely in the stockholders of the corporation.
Section 3.02. The corporation shall have a President, Vice-President and Secretary/Treasurer. Officers are elected for one-year terms that start January first after the annual meeting. An increase or decrease in the number of the Officers of the corporation may be had only upon a three-fourth's (3/4) vote of all the shareholders of the corporation.
Section 3.03. Special meetings of the Officers of the corporation may be called by or at the request of the President, Vice President or Secretary/Treasurer.
Section 3.04. Manner of Acting. The act of a majority of the officers present at a meeting at which a quorum is present shall be the act of the Officers of the corporation and individual officers shall have no power as such.
Section 3.05. Vacancies and Newly Created Offices. If any vacancies occur in the Officers of the corporation by reason of death or resignation, or if the authorized number of officers shall be increased, the officers then in office shall continue to act and such vacancies or newly created offices shall be filled by a vote of the officers then in office, though less than a quorum.
The term of officers filling such vacancies shall be for the duration of the original term.
Section 3.06. Compensation. The President, Vice President and Secretary/Treasurer will be credited for one half of their Annual Maintenance fee assessment or $900.00, whichever is lower, for the service that they provide for the Canyon Explorer, Inc.
Section 3.07. Resignations. An officer may resign at any time by delivering a written resignation to any other Officer.
Section 3.08. Removal. Any officer may be removed from office at any Special Meeting of the shareholders called for that purpose by the vote of a majority of the total number of shareholders. Any offices to be filled by reason of the removal of one or more officers by the shareholders may be filled by election by the shareholders at the meeting at which the officers are removed.
Section 3.09. The President. The President shall have the following powers and duties:
(a) He shall be the chief executive officer of the corporation, and, subject to the directions of the Officers of the corporation, shall have general charge of the business, affairs and property of the corporation and general supervision over the officers, employees and agents.
(b) He shall preside at meetings of the stockholders and Officers of the corporation.
(c) He shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the officers of the corporation.
(d) He shall have all powers and perform all duties incident to the office of a President of a corporation and shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the shareholders of the corporation.
Section 3.10. The Vice President. The Vice President shall have such powers and perform such duties as from time to time may be assigned to him by the shareholders of the corporation. At the request or in the absence or disability of the President, the Vice President may perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
(a) He shall be the custodian of the seal of the corporation, and cause such seal (or a facsimile thereof) to be affixed to all certificates representing stock of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been authorized in accordance with these bylaws, and when so affixed he may attest the same.
(b) He shall see that the books, reports, statements, certificates and other documents and records required by statute are properly kept and filed.
(c) He shall have charge of the stock books of the corporation and cause the stock and transfer books to be kept in such manner as to show at any time the amount of the stock of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder and the time when each became such holder of record; and he shall exhibit at all reasonable times to any shareholder, upon application, the original or duplicate stock register. He shall cause the stock book referred to in section 5.05 hereof, to be kept and exhibited at the business office of the corporation in the manner and for the purpose provided in such section.
(d) He shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the Officers of the corporation.
Section 3.11. The Secretary/Treasurer. The Secretary/Treasurer shall have the following powers and duties:
(a) He shall keep or cause to be kept a record of all of the proceedings of the meetings of the stockholders and of the Officers of the corporation in books provided for that purpose.
(b) He shall cause all notices to be duly given in accordance with the provisions of these bylaws and as required by statute.
(c) He shall perform in general all duties incident to the office of Secretary/Treasurer and such other duties as are given him by these bylaws or as from time to time may be assigned to him by the Officers of the corporation.
(d) He shall have charge and supervision over and be responsible for the monies, securities, receipts and disbursements of the corporation.
(e) He shall cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such bankers or other depositories as he shall designate.
(f) He shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in section 4.04 hereof) upon the authorized depositories of the corporation, and cause to be taken and preserved proper vouchers for all monies disbursed.
(g) He shall render to the shareholders of the corporation or the President whenever requested a statement of the financial condition of the corporation and of all his transactions as Treasurer and render a full financial report at the annual meeting of the stockholders, if called upon to do so.
(h) He shall keep correct books of account of all the business and transactions of the corporation and exhibit such books to the President upon request during business hours.
(i) He shall be empowered from time to time to require from all officers or agents of the corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the corporation.
(j) He shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the Officers of the corporation.
Section 3.12. Surety Bonds. In case the shareholders of the corporation shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the Officers of the corporation may direct, conditioned upon the faithful performance of his duties to the corporation, including responsibility for negligence and for the accounting for all property, monies or securities of the corporation which may come into his hands.
ARTICLE IV
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY AND DEPOSIT OF CORPORATE FUNDS
Section 4.01. Execution of Instruments. Subject to any limitation contained in the Articles of Incorporation or in these bylaws, the President or any Vice President, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the Officers of the corporation and may, subject to any limitation contained in the Articles of Incorporation or in these bylaws, authorize in writing any officer or agent to execute and deliver any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances.
Section 4.02. Loans. No loan or advance shall be contracted on behalf of the corporation; no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name; and no property of the corporation shall be mortgaged, pledged, hypothecated or transferred as security for the payment of any loan, advance, indebtedness or liability of the corporation, unless and except as authorized by the shareholders of the corporation. Any such authorization may be general or confined to specific instances.
Section 4.03. Deposits. All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Officers of the corporation may select, or as from time to time may be selected by any officer or agent authorized to do so by the Officers of the corporation.
Section 4.04. Checks. Drafts. Etc. All notes, drafts, acceptances, endorsements and, subject to the provisions of these bylaws, evidences of indebtedness of the corporation shall be signed by such officer or officers as such agent or agents of the corporation and in such manner as the officers of the corporation from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the Officers of the corporation from time to time may determine.
Section 4.05. Bonds and Debentures. No bond or debenture may be issued by the corporation.
Section 4.06. Sale, Transfer, Etc., of Securities.
Sales, transfers, endorsements and assignments of shares of stocks, bonds and other securities owned by or standing in the name of the corporation and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement or assignment, shall be effected by the President, or by the Vice President, together with the Secretary/Treasurer, or by any officer or agent thereunto authorized by the Officers of the corporation.
ARTICLE V
CAPITAL STOCK
Section 5.01. Certificate of Stock. Every holder of stock in the corporation shall be entitled to have a certificate, signed by the President or the Vice President and the Secretary/Treasurer, and sealed with the seal (which may be facsimile, engraved or printed) of the corporation, certifying the number and kind, class or series of shares owned by him in the corporation; provided, however, that where such a certificate is signed by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such President, Vice President, Secretary/Treasurer may be a facsimile. Certificates representing shares of stock of the corporation shall be in such form as provided in the statutes of the state of incorporation. There shall be entered upon the stock books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked "Canceled" with the date of cancellation.
Section 5.02. Transfer of Stock. Transfers of shares of the stock of the corporation shall be made on the books of the corporation by the holder of record thereof, or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the Secretary/Treasurer of the corporation or any of its transfer agents, and upon surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer representing such shares.
Section 5.03. First Refusal. A shareholder may sell his/her stock or may purchase stock from any owner of record. If a shareholder decides to sell, the offer to sell must be made to current shareholders of record first. The seller must inform the Secretary/Treasurer and the Secretary/Treasurer must inform the shareholders. If no suitable offers to buy are made to the seller within 14 days, the seller may then offer the shares to the general public at the price previously offered to the shareholders. If the seller lowers his/her asking price by more than 25% of the price first offered to shareholders to effect a sale, those shares must be offered to the shareholder group first at that reduced price. Shareholders have seven days to respond to the seller. Shares sold by owners of record for less than two years are subject to a $400 handling fee.
Section 5.04. Regulations. Subject to the provisions of this Article VI, and of the Articles of Incorporation, the Officers of the corporation may make such rules and regulations as it may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for shares of stock of the corporation.
Section 5.05. Maintenance of Stock Book. A stock book (or books where more than one kind, class or series of stock is outstanding) shall be kept by the Vice President of the corporation containing the names alphabetically arranged of original stockholders of the corporation, their addresses, their interest, the amount paid on their shares of stock, and all transfers thereof and the number and class of the shares held by each. Such stock books shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same.
Section 5.06. Closing of Transfer Books and Fixing of Record Date. The Officers of the corporation shall have power to close the stock books of the corporation for a period not to exceed fifty (50) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose.
Section 5.07. Lost or Destroyed certificates. The corporation may issue a new certificate for stock of the corporation in place of any certificate thereto issued by it, alleged to have been lost or destroyed. A new certificate may be issued without requiring any bond when, in the judgment of the Officers of the corporation, it is proper to do so.
ARTICLE VI
FISCAL YEAR
Section 6.01. The fiscal year for the corporation shall be fixed by resolution of the Officers of the corporation.
ARTICLE VII
DIVIDENDS
Section 7.01. The Officers of the corporation may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.
ARTICLE VIII
AMENDMENTS
Section 8.01. All bylaws of the corporation, whether adopted by the Officers of the corporation or the stockholders, shall be subject to amendment, alteration or repeal, and new bylaws may be made, except that:
(a) No bylaw adopted or amended by the shareholders shall be altered or repealed by the Officers of the corporation.
(b) No bylaw shall be adopted by the Officers, which shall require more than a majority of the voting shares for a quorum at a meeting of shareholders, or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law.
And in addition:
(i) If any bylaw regulating an impending election of officers is adopted or amended or repealed by the Officers of the corporation, there shall be set forth in the notice of the next meeting of the stockholders for the election of officers, the bylaw so adopted or amended or repealed together with a concise statement of the changes made; and
(ii) no amendment, alteration or repeal of this Article VIII shall be made except by the stockholders.
ARTICLE IX
RULES AND REGULATIONS
Each Owner/Shareholder agrees to follow the Rules and Regulations of the Canyon Explorer, Inc:
NUMBERING OF WEEKS
Amended 4/1/13 to Definition:
The First week of the year is defined: The Saturday before the first Wednesday of the beginning of the year effective to start in the 2014 Season. Approved via shareholder vote April 1, 2013
This Definition no longer in effect as of April 1, 2013: Shareholder weeks will be identified by annual week number. The first week of the year is defined to start the first Saturday of the new year after the last Wednesday of the previous year.
FEES
1. The Annual Maintenance Fee shall be determined annually, and may be increased or decreased. The Annual Maintenance Fee will be approved by a vote of the membership and shall be due January 1ST of each year. The payment is considered late after February 1st of that year and will receive an additional assessment of $50.00 per month until paid. If the fees have not been paid by April 1st of that year, foreclosure or recovery proceedings will start on that week. If a Shareholder has had a check for insufficient funds delivered to the Secretary/Treasurer in the past, the Secretary/Treasurer may require payment by certified funds. If it is necessary for the Corporation to hire an attorney to repossess a share for non-payment, all penalties, late charges and recovery fees are the responsibility of the Shareholder.
2. Any Special Assessment is due at the time of its billing and is considered late after 60 days.
3. If Ownership Interest is acquired for a week that the Maintenance Fee or Special Assessments are due, those fees must be paid at the time of purchase.
4. The Officers reserve the right to file a lien against the Owners interest and/or revoke the use of the vessel for any non-paid Special Assessment or Annual Maintenance Fee.
BOARDING/CHECK-ON/CHECK-OFF
1. Officers may designate an Authorized Maintenance organization to manage the check-on/check-off procedure.
2. Owners must complete an Authorized Checklist when boarding, and review this checklist with the Authorized Maintenance Personnel as to the condition of the boat. Owners must identify all necessary repairs on the checklist and review said repairs with the Authorized Maintenance Personnel when boarding.
3. Owners must complete an Authorized Checklist at the time of disembarking and to have this checklist signed off and accepted by the Authorized Maintenance Personnel and the Owner as to the condition of the boat, as well as any routine maintenance or repairs that may be needed.
4. The weekly usage will commence on Saturday at 2:00 PM and the boat must be returned no later than 10:00 AM the following Saturday subject to the current maintenance contract procedure. Boats returned late may be subject to a substantial fee, either from the corporation or from the Authorized Maintenance organization or both.
5. Owners must ensure they deliver a clean and functional boat to the next owner in a timely fashion. Unused food, trash and personal items must be removed. All gas tanks, propane tanks and fresh water tanks must be full. Waste tanks must be dumped and flushed. Any necessary and routine repairs must be completed as practicable. Owners may perform these tasks themselves, or may contract with the Authorized Maintenance agency to have these tasks performed for a fee. Note that owners performing these tasks themselves must still return the boat to the Authorized Maintenance organization at the time agreed to with them.
OWNER RESPONSIBILITIES
1. An OWNER OF RECORD will be on the boat AT ALL TIMES when the boat is not anchored or moored.
2. Owners are responsible for the safety of the boat and their guests. Safety awareness is a must while using the Canyon Explorer. At the time of Boarding all members of the trip should be advised of safety procedures while house boating.
3. Owners will follow all applicable National Park Service boating and camping regulations at all times.
4. Owners will give FULL COOPERATION to all National Park Service Representatives at all times.
5. The MARINE RADIO will be on the boat, and functional at all times and this radio will be properly monitored.
6. The owner will hold Canyon Explorer, Inc., and all other Owners harmless for any accident or other circumstance that may occur during their week.
7. Owners are responsible for damage to the boat that occurs on their week up to the current insurance deductible and must see to it that repairs are undertaken as soon as is practical. An Owner must contact an Officer of the corporation immediately when any damage occurs. The President will authorize expenditures for repairs as required to get the boat safe and functional. If the President is unavailable and immediate attention is required the Vice President and Secretary/Treasurer can assess and authorize repairs.
8. Officers may make a determination as to whether repairs above and beyond the deductible are to be paid from corporate funds or whether an insurance claim is warranted.
CONDITION OF THE BOAT
1. The boat will not leave the beach, dock or buoy before any and all necessary and/or routine repairs are completed. Operation of the boat is not allowed if it is not seaworthy.
2. Authorized Maintenance Personnel will have final determination as to when said repairs are complete.
3. Owner will not attempt to make repairs that should be made by Authorized Repair Persons. Should the Authorized Maintenance Persons not be available, Owners will not have any repairs performed prior to having said repairs approved by the Officers via telephone.
4. Owners should be aware that reimbursement for unauthorized repairs or modifications may not granted.
MISCELLANEOUS REGULATIONS
1. The maximum number of people allowable on the boat is 18.
2. Pets are not allowed on the boat. A fine of $800 is assessed for violation.
3. No smoking inside the cabin, near fuel tanks, or on rear deck.
4. Under no circumstances will an Owner allow the boat to be rented or otherwise utilized by any person who is not an owner.
5. If the Owner is unable to use their determined week on the boat, they will use best efforts to inform the Officers.
6. Any unused week may be made available to any OWNER OF RECORD on a "first come" basis upon their request, beginning December 1st of each preceding year, and that consideration of these "Off Season" weeks will be the full maintenance fee payable no later than 30 days prior to use of said week. Furthermore, any additional week for any Owner must be confirmed in writing by the Officers.
7. The Owner will inform all members of his group and/or guests of these Rules and Regulations.
CANYON EXPLORER, INC.
B Y L A W S
Introduction: Issue 2.0 of these bylaws is derived from the original paper copy of bylaws accepted by the directors of Canyon Explorer, Inc. March 5th, 1994. An additional Article, RULES AND REGULATIONS, has been added along with changes to the original to reflect the evolution of the management structure of the corporation and other necessary changes.
Accepted by the shareholders of Canyon Explorer, Inc. this day April 1st 2003.
CHANGES:
Issue 3.0 – Amend Section 3.06. Compensation. to limit total officer compensation to $900.00. Approved via shareholder vote December 2006 .
Issue 3.0 - Amend Article IX Numbering Definition of Weeks shall be amended to the First week of the year is defined: The Saturday before the first Wednesday of the beginning of the year effective to start in the 2014 Season. Approved via shareholder vote April 1, 2013.
Issue 4.0 - Amend Article II, Section 2.01 Annual Meeting(s). The Annual Meeting(s) of the shareholders shall be held by the third week of January. Approved via shareholder vote December 16th, 2017.
ARTICLE I
OFFICES
Section 1.01. The corporation may maintain such offices, within or without the State of Utah, as the Officers of the corporation may from time to time designate.
Section 1.02. The address of the principal office of the corporation may be changed by the Officers of the corporation. The Secretary/Treasurer must advise owners of any change of address in a timely fashion.
ARTICLE II
SHAREHOLDERS
Section 2.01. Annual Meeting(s). The Annual Meeting(s) of the shareholders shall be held by the third week of January for the purpose of electing officers and for the transaction of such other business as may come before the meeting(s). If the election of officers shall not be held on the day designated herein or at any adjournment thereof, the Officers of the corporation shall cause the election to be held at a Special Meeting of the shareholders as soon thereafter as conveniently may be. Date change from the first week of December to the third week of January approved via shareholder vote December 16th, 2017.
Section 2.02. Special Meetings. Special Meetings of the shareholders may be called at any time by the President, or by the Officers of the corporation. Also, the holders of not less than one-third of all the shares entitled to vote at the annual meeting may call for a Special Meeting and a written request to state the purpose, or purposes, of the meeting is to be delivered to the President, Vice President or the Secretary/Treasurer.
Section 2.03. Place of Meetings. The Officers of the corporation may designate any place, as the place of meeting for any Annual Meeting or for any Special Meeting called by the Officers of the corporation.
Section 2.04. Notice of Meetings. The Secretary/Treasurer shall notify shareholders of the time, place and purpose or purposes of such meeting of the shareholders (whether Annual or Special) at least ten (10) days, but not more than fifty (50) days, prior to the meeting.
Section 2.05. Shareholder Voting. There are a total of 2600 shares in the corporation. There is one vote per 100 share (week) block regardless of the number of owners in an individual week. Voting units are indivisible. Each multi-owner week must designate one single individual empowered to vote for that 100 share block and must so inform the Secretary/Treasurer.
Section 2.06. Voting Lists. The Secretary/Treasurer shall make available, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting. Shareholders are eligible to vote only if they have paid all shareholder’s fee(s) to date in full.
Section 2.07. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting a majority of the shares so represented may adjourn the meeting from time to time without further notice. If at the annual meeting a quorum was not achieved, the Secretary/Treasurer shall poll the designated shareholders by email or post for election of Officers and other business.
Section 2.08. Proxies. At each meeting of the shareholders, each shareholder entitled to vote may vote in person or by proxy, provided, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself, or by his attorney thereunto duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered to the Secretary/Treasurer of the corporation. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held.
Section 2.09. Voting of Shares by corporation. In addition to regulations and restrictions imposed by law upon the voting of shares, shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be voted directly or indirectly at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.
Section 2.10. Maintenance Fees. Shareholders are obligated to pay to the corporation an annual Maintenance Fee as well as any Special Assessments that may be levied from time to time for the safe operation of the Canyon Explorer. Maintenance Fees are determined annually at the annual meeting. Special Assessments are determined on an as-needed basis by the Officers as events may so require. Failure to pay fees and assessments may result in revocation of voting privileges, access to the boat and recovery of shares.
Section 2.11. Shareholder Mailing Addresses. Shareholders are required to inform the Secretary/Treasurer of their current mailing address to facilitate corporate business. In the event a Shareholder moves or otherwise changes address data, he must inform the Secretary/Treasurer in a timely fashion so that the records reflect this.
ARTICLE III
OFFICERS OF THE CORPORATION
Section 3.01. General Powers. The property, affairs and business of the corporation shall be managed by the Officers of the corporation. The Officers of the corporation may exercise all the powers of the corporation whether derived from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these bylaws, vested solely in the stockholders of the corporation.
Section 3.02. The corporation shall have a President, Vice-President and Secretary/Treasurer. Officers are elected for one-year terms that start January first after the annual meeting. An increase or decrease in the number of the Officers of the corporation may be had only upon a three-fourth's (3/4) vote of all the shareholders of the corporation.
Section 3.03. Special meetings of the Officers of the corporation may be called by or at the request of the President, Vice President or Secretary/Treasurer.
Section 3.04. Manner of Acting. The act of a majority of the officers present at a meeting at which a quorum is present shall be the act of the Officers of the corporation and individual officers shall have no power as such.
Section 3.05. Vacancies and Newly Created Offices. If any vacancies occur in the Officers of the corporation by reason of death or resignation, or if the authorized number of officers shall be increased, the officers then in office shall continue to act and such vacancies or newly created offices shall be filled by a vote of the officers then in office, though less than a quorum.
The term of officers filling such vacancies shall be for the duration of the original term.
Section 3.06. Compensation. The President, Vice President and Secretary/Treasurer will be credited for one half of their Annual Maintenance fee assessment or $900.00, whichever is lower, for the service that they provide for the Canyon Explorer, Inc.
Section 3.07. Resignations. An officer may resign at any time by delivering a written resignation to any other Officer.
Section 3.08. Removal. Any officer may be removed from office at any Special Meeting of the shareholders called for that purpose by the vote of a majority of the total number of shareholders. Any offices to be filled by reason of the removal of one or more officers by the shareholders may be filled by election by the shareholders at the meeting at which the officers are removed.
Section 3.09. The President. The President shall have the following powers and duties:
(a) He shall be the chief executive officer of the corporation, and, subject to the directions of the Officers of the corporation, shall have general charge of the business, affairs and property of the corporation and general supervision over the officers, employees and agents.
(b) He shall preside at meetings of the stockholders and Officers of the corporation.
(c) He shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the officers of the corporation.
(d) He shall have all powers and perform all duties incident to the office of a President of a corporation and shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the shareholders of the corporation.
Section 3.10. The Vice President. The Vice President shall have such powers and perform such duties as from time to time may be assigned to him by the shareholders of the corporation. At the request or in the absence or disability of the President, the Vice President may perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
(a) He shall be the custodian of the seal of the corporation, and cause such seal (or a facsimile thereof) to be affixed to all certificates representing stock of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been authorized in accordance with these bylaws, and when so affixed he may attest the same.
(b) He shall see that the books, reports, statements, certificates and other documents and records required by statute are properly kept and filed.
(c) He shall have charge of the stock books of the corporation and cause the stock and transfer books to be kept in such manner as to show at any time the amount of the stock of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder and the time when each became such holder of record; and he shall exhibit at all reasonable times to any shareholder, upon application, the original or duplicate stock register. He shall cause the stock book referred to in section 5.05 hereof, to be kept and exhibited at the business office of the corporation in the manner and for the purpose provided in such section.
(d) He shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the Officers of the corporation.
Section 3.11. The Secretary/Treasurer. The Secretary/Treasurer shall have the following powers and duties:
(a) He shall keep or cause to be kept a record of all of the proceedings of the meetings of the stockholders and of the Officers of the corporation in books provided for that purpose.
(b) He shall cause all notices to be duly given in accordance with the provisions of these bylaws and as required by statute.
(c) He shall perform in general all duties incident to the office of Secretary/Treasurer and such other duties as are given him by these bylaws or as from time to time may be assigned to him by the Officers of the corporation.
(d) He shall have charge and supervision over and be responsible for the monies, securities, receipts and disbursements of the corporation.
(e) He shall cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such bankers or other depositories as he shall designate.
(f) He shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in section 4.04 hereof) upon the authorized depositories of the corporation, and cause to be taken and preserved proper vouchers for all monies disbursed.
(g) He shall render to the shareholders of the corporation or the President whenever requested a statement of the financial condition of the corporation and of all his transactions as Treasurer and render a full financial report at the annual meeting of the stockholders, if called upon to do so.
(h) He shall keep correct books of account of all the business and transactions of the corporation and exhibit such books to the President upon request during business hours.
(i) He shall be empowered from time to time to require from all officers or agents of the corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the corporation.
(j) He shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the Officers of the corporation.
Section 3.12. Surety Bonds. In case the shareholders of the corporation shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the Officers of the corporation may direct, conditioned upon the faithful performance of his duties to the corporation, including responsibility for negligence and for the accounting for all property, monies or securities of the corporation which may come into his hands.
ARTICLE IV
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY AND DEPOSIT OF CORPORATE FUNDS
Section 4.01. Execution of Instruments. Subject to any limitation contained in the Articles of Incorporation or in these bylaws, the President or any Vice President, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the Officers of the corporation and may, subject to any limitation contained in the Articles of Incorporation or in these bylaws, authorize in writing any officer or agent to execute and deliver any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances.
Section 4.02. Loans. No loan or advance shall be contracted on behalf of the corporation; no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name; and no property of the corporation shall be mortgaged, pledged, hypothecated or transferred as security for the payment of any loan, advance, indebtedness or liability of the corporation, unless and except as authorized by the shareholders of the corporation. Any such authorization may be general or confined to specific instances.
Section 4.03. Deposits. All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Officers of the corporation may select, or as from time to time may be selected by any officer or agent authorized to do so by the Officers of the corporation.
Section 4.04. Checks. Drafts. Etc. All notes, drafts, acceptances, endorsements and, subject to the provisions of these bylaws, evidences of indebtedness of the corporation shall be signed by such officer or officers as such agent or agents of the corporation and in such manner as the officers of the corporation from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the Officers of the corporation from time to time may determine.
Section 4.05. Bonds and Debentures. No bond or debenture may be issued by the corporation.
Section 4.06. Sale, Transfer, Etc., of Securities.
Sales, transfers, endorsements and assignments of shares of stocks, bonds and other securities owned by or standing in the name of the corporation and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement or assignment, shall be effected by the President, or by the Vice President, together with the Secretary/Treasurer, or by any officer or agent thereunto authorized by the Officers of the corporation.
ARTICLE V
CAPITAL STOCK
Section 5.01. Certificate of Stock. Every holder of stock in the corporation shall be entitled to have a certificate, signed by the President or the Vice President and the Secretary/Treasurer, and sealed with the seal (which may be facsimile, engraved or printed) of the corporation, certifying the number and kind, class or series of shares owned by him in the corporation; provided, however, that where such a certificate is signed by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such President, Vice President, Secretary/Treasurer may be a facsimile. Certificates representing shares of stock of the corporation shall be in such form as provided in the statutes of the state of incorporation. There shall be entered upon the stock books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked "Canceled" with the date of cancellation.
Section 5.02. Transfer of Stock. Transfers of shares of the stock of the corporation shall be made on the books of the corporation by the holder of record thereof, or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the Secretary/Treasurer of the corporation or any of its transfer agents, and upon surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer representing such shares.
Section 5.03. First Refusal. A shareholder may sell his/her stock or may purchase stock from any owner of record. If a shareholder decides to sell, the offer to sell must be made to current shareholders of record first. The seller must inform the Secretary/Treasurer and the Secretary/Treasurer must inform the shareholders. If no suitable offers to buy are made to the seller within 14 days, the seller may then offer the shares to the general public at the price previously offered to the shareholders. If the seller lowers his/her asking price by more than 25% of the price first offered to shareholders to effect a sale, those shares must be offered to the shareholder group first at that reduced price. Shareholders have seven days to respond to the seller. Shares sold by owners of record for less than two years are subject to a $400 handling fee.
Section 5.04. Regulations. Subject to the provisions of this Article VI, and of the Articles of Incorporation, the Officers of the corporation may make such rules and regulations as it may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for shares of stock of the corporation.
Section 5.05. Maintenance of Stock Book. A stock book (or books where more than one kind, class or series of stock is outstanding) shall be kept by the Vice President of the corporation containing the names alphabetically arranged of original stockholders of the corporation, their addresses, their interest, the amount paid on their shares of stock, and all transfers thereof and the number and class of the shares held by each. Such stock books shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same.
Section 5.06. Closing of Transfer Books and Fixing of Record Date. The Officers of the corporation shall have power to close the stock books of the corporation for a period not to exceed fifty (50) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose.
Section 5.07. Lost or Destroyed certificates. The corporation may issue a new certificate for stock of the corporation in place of any certificate thereto issued by it, alleged to have been lost or destroyed. A new certificate may be issued without requiring any bond when, in the judgment of the Officers of the corporation, it is proper to do so.
ARTICLE VI
FISCAL YEAR
Section 6.01. The fiscal year for the corporation shall be fixed by resolution of the Officers of the corporation.
ARTICLE VII
DIVIDENDS
Section 7.01. The Officers of the corporation may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.
ARTICLE VIII
AMENDMENTS
Section 8.01. All bylaws of the corporation, whether adopted by the Officers of the corporation or the stockholders, shall be subject to amendment, alteration or repeal, and new bylaws may be made, except that:
(a) No bylaw adopted or amended by the shareholders shall be altered or repealed by the Officers of the corporation.
(b) No bylaw shall be adopted by the Officers, which shall require more than a majority of the voting shares for a quorum at a meeting of shareholders, or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law.
And in addition:
(i) If any bylaw regulating an impending election of officers is adopted or amended or repealed by the Officers of the corporation, there shall be set forth in the notice of the next meeting of the stockholders for the election of officers, the bylaw so adopted or amended or repealed together with a concise statement of the changes made; and
(ii) no amendment, alteration or repeal of this Article VIII shall be made except by the stockholders.
ARTICLE IX
RULES AND REGULATIONS
Each Owner/Shareholder agrees to follow the Rules and Regulations of the Canyon Explorer, Inc:
NUMBERING OF WEEKS
Amended 4/1/13 to Definition:
The First week of the year is defined: The Saturday before the first Wednesday of the beginning of the year effective to start in the 2014 Season. Approved via shareholder vote April 1, 2013
This Definition no longer in effect as of April 1, 2013: Shareholder weeks will be identified by annual week number. The first week of the year is defined to start the first Saturday of the new year after the last Wednesday of the previous year.
FEES
1. The Annual Maintenance Fee shall be determined annually, and may be increased or decreased. The Annual Maintenance Fee will be approved by a vote of the membership and shall be due January 1ST of each year. The payment is considered late after February 1st of that year and will receive an additional assessment of $50.00 per month until paid. If the fees have not been paid by April 1st of that year, foreclosure or recovery proceedings will start on that week. If a Shareholder has had a check for insufficient funds delivered to the Secretary/Treasurer in the past, the Secretary/Treasurer may require payment by certified funds. If it is necessary for the Corporation to hire an attorney to repossess a share for non-payment, all penalties, late charges and recovery fees are the responsibility of the Shareholder.
2. Any Special Assessment is due at the time of its billing and is considered late after 60 days.
3. If Ownership Interest is acquired for a week that the Maintenance Fee or Special Assessments are due, those fees must be paid at the time of purchase.
4. The Officers reserve the right to file a lien against the Owners interest and/or revoke the use of the vessel for any non-paid Special Assessment or Annual Maintenance Fee.
BOARDING/CHECK-ON/CHECK-OFF
1. Officers may designate an Authorized Maintenance organization to manage the check-on/check-off procedure.
2. Owners must complete an Authorized Checklist when boarding, and review this checklist with the Authorized Maintenance Personnel as to the condition of the boat. Owners must identify all necessary repairs on the checklist and review said repairs with the Authorized Maintenance Personnel when boarding.
3. Owners must complete an Authorized Checklist at the time of disembarking and to have this checklist signed off and accepted by the Authorized Maintenance Personnel and the Owner as to the condition of the boat, as well as any routine maintenance or repairs that may be needed.
4. The weekly usage will commence on Saturday at 2:00 PM and the boat must be returned no later than 10:00 AM the following Saturday subject to the current maintenance contract procedure. Boats returned late may be subject to a substantial fee, either from the corporation or from the Authorized Maintenance organization or both.
5. Owners must ensure they deliver a clean and functional boat to the next owner in a timely fashion. Unused food, trash and personal items must be removed. All gas tanks, propane tanks and fresh water tanks must be full. Waste tanks must be dumped and flushed. Any necessary and routine repairs must be completed as practicable. Owners may perform these tasks themselves, or may contract with the Authorized Maintenance agency to have these tasks performed for a fee. Note that owners performing these tasks themselves must still return the boat to the Authorized Maintenance organization at the time agreed to with them.
OWNER RESPONSIBILITIES
1. An OWNER OF RECORD will be on the boat AT ALL TIMES when the boat is not anchored or moored.
2. Owners are responsible for the safety of the boat and their guests. Safety awareness is a must while using the Canyon Explorer. At the time of Boarding all members of the trip should be advised of safety procedures while house boating.
3. Owners will follow all applicable National Park Service boating and camping regulations at all times.
4. Owners will give FULL COOPERATION to all National Park Service Representatives at all times.
5. The MARINE RADIO will be on the boat, and functional at all times and this radio will be properly monitored.
6. The owner will hold Canyon Explorer, Inc., and all other Owners harmless for any accident or other circumstance that may occur during their week.
7. Owners are responsible for damage to the boat that occurs on their week up to the current insurance deductible and must see to it that repairs are undertaken as soon as is practical. An Owner must contact an Officer of the corporation immediately when any damage occurs. The President will authorize expenditures for repairs as required to get the boat safe and functional. If the President is unavailable and immediate attention is required the Vice President and Secretary/Treasurer can assess and authorize repairs.
8. Officers may make a determination as to whether repairs above and beyond the deductible are to be paid from corporate funds or whether an insurance claim is warranted.
CONDITION OF THE BOAT
1. The boat will not leave the beach, dock or buoy before any and all necessary and/or routine repairs are completed. Operation of the boat is not allowed if it is not seaworthy.
2. Authorized Maintenance Personnel will have final determination as to when said repairs are complete.
3. Owner will not attempt to make repairs that should be made by Authorized Repair Persons. Should the Authorized Maintenance Persons not be available, Owners will not have any repairs performed prior to having said repairs approved by the Officers via telephone.
4. Owners should be aware that reimbursement for unauthorized repairs or modifications may not granted.
MISCELLANEOUS REGULATIONS
1. The maximum number of people allowable on the boat is 18.
2. Pets are not allowed on the boat. A fine of $800 is assessed for violation.
3. No smoking inside the cabin, near fuel tanks, or on rear deck.
4. Under no circumstances will an Owner allow the boat to be rented or otherwise utilized by any person who is not an owner.
5. If the Owner is unable to use their determined week on the boat, they will use best efforts to inform the Officers.
6. Any unused week may be made available to any OWNER OF RECORD on a "first come" basis upon their request, beginning December 1st of each preceding year, and that consideration of these "Off Season" weeks will be the full maintenance fee payable no later than 30 days prior to use of said week. Furthermore, any additional week for any Owner must be confirmed in writing by the Officers.
7. The Owner will inform all members of his group and/or guests of these Rules and Regulations.