These bylaws supersede all prior revisions and are effective as of
September 1, 2001.
ARTICLE I
Name
The name of this organization is the Phoenix Ski Club, Inc., an Arizona
non-profit corporation, hereinafter referred to as "the Club".
ARTICLE II
Purpose
The purpose of the Club is to promote snow skiing, and social, cultural
and outdoor activities conducive to the health and welfare of its
members.
ARTICLE III
Principal Offices
The principal office of the Club will be located in the City of Phoenix,
County of Maricopa, State of Arizona. The Club may establish such
other offices, either within or without the State of Arizona, as the
Board of Directors may determine. The Club will continuously maintain
within the State of Arizona a registered office and a registered agent
as required by the Arizona Non-Profit Corporation Act.
ARTICLE
IV
General Provisions
Section 1- Fiscal Year.
The fiscal year of the club is May 1 through April 30th.
Section 2- Membership Year.
The membership year of the club is May 1 through April 30th.
Section 3 – Rules of Order.
The most recent edition of "Robert's Rules of Order", will
be recognized as the authority governing all meetings of the Club
when not in conflict with these Bylaws or special rules of this organization.
ARTICLE V
Membership
Section 1. Classification of members.
The members of this Club consists of the following classes:
- (1) Regular Members
(2) Lifetime Members
(3) Honorary Members.
Section 2. Regular members.
A regular Membership may be conferred upon any person at least 21
years of age or older who has completed a membership application and
paid the dues established by the Board of Directors. Regular Members
will be entitled to participate in all activities of the Club, including
voting and holding office.
Section 3. Lifetime members.
A Lifetime Membership may be conferred upon any person who has been
elected to this class of membership by the unanimous vote of the Board
of Directors. Lifetime members are entitled to participate in all
activities of the Club, including voting and holding office.
Section 4. Honorary members.
An Honorary Membership may be conferred upon any person who, because
of outstanding work in promoting the purposes of the Club, is deemed
worthy of such honor and is elected to this class of membership by
the unanimous vote of the Board of Directors. Nominations for election
to this class of membership are proposed in writing and submitted
to the Board of Directors.
Section 5. Membership rights.
Only Regular Members and Lifetime Members will have the right to vote
or hold office in the Club.
ARTICLE VI
Membership Procedures
Section 1. Application for membership.
Applications for membership are made in writing in the manner established
and approved by the Board of Directors.
Section 2.
Termination of Membership.
The Board of Directors may suspend or expel a Member for cause by
a majority vote. Grounds for expulsion include, but are not limited
to, failure to adhere to these Bylaws, the Club's Articles of Organization,
or any other policies and procedures established by the Board of Directors.
The decision of the Board of Directors with respect to the suspension
or expulsion of a Member is final.
Section 3. Resignation.
Any member may resign upon surrender of any club property, including
monies. However, such resignation does not relieve the resigning member
of the obligation to pay assessments, or other accrued charges. Any
person resigning from membership will not be entitled to any refund
of dues.
Section 4. Transfer of membership.
Membership in the Club is not transferable or assignable.
Section 5. Waiver of Liability.
All members and guests attending a club activity or event are required
to sign release and waiver of liability forms as established by the
Board of Directors.
Section 6. Grievances
Any member who disagrees with a Board of Directors decision may present
his/her grievance at a regularly scheduled Board of Directors meeting.
Article VII
Dues
Section 1. Amount of dues.
The dues of each class of membership will be set by a majority vote
of the Directors present at any Board of Directors meeting at which
a quorum is present, except that Lifetime and Honorary Members will
not be required to pay any dues.
Section 2. Payment
of dues. Membership dues established by the Board of Directors are
assessed and collected in the manner established by the Board of Directors.
ARTICLE VIII
Membership Meetings
Section 1. Regular Meetings.
Regular membership meetings will be held at least once each month
at the date and time established by the Board of Directors. A schedule
of regular meetings will be published in the Club Newsletter. No other
notice of regular meetings is required.
Section 2.
Annual Meeting.
The Club will hold an annual meeting of the membership during the
last calendar quarter of each membership year for the purpose of electing
Officers and Directors and for the transaction of such other business
as may properly come before such meeting. Notice of the annual meeting
will be given in the manner provided in Section 4 below.
Section 3. Place of Meeting.
Any place, either within or outside the State of Arizona may be designated
by the Board of Directors as the place of meeting for any annual,
regular or special meeting.
Section 4. Notice of Meeting.
Written notice stating the place, date, hour and purpose of any annual,
or special meeting of members, must be delivered either personally,
electronically, or by mail to the member at the address as it appears
in the records of the club. The notice of a meeting shall be deemed
to be delivered when posted electronically or when deposited in the
United States mail.
Section 5. Quorum.
Fifteen percent (15%) of the total number of Regular and Lifetime
Members will constitute a quorum at any membership meeting. If less
than a quorum is represented at a meeting, the members entitled to
vote, that are present, will have the power to adjourn the meeting
until a quorum is present.
Section 6. Proxies.
Proxies may be allowed at any special or annual meeting of the membership.
When proxies are allowed, a notice of the procedures for execution
and verification of proxies that are adopted by a majority of the
Board of Directors, will be included in the notice of the meeting
as required in Section 5, above.
ARTICLE
IX
Board of Directors and Officers
Section 1. Number, Tenure and Qualifications.
The Board of Directors consists of the eight Officers enumerated in
Section 4, the immediate past President, and not less then five Regular
or Lifetime members elected to the Board, as Directors at Large.
Directors and Officers are elected by ballot each year to serve for
a one year term. They take office on May 1st of each year and serve
until their successors are elected and qualify.
The only exception to this is the Office of Ski Trip Coordinator.
This position is filled in February as a direct appointment by the
President and ratified by the Board.
No Director or Officer will hold more than one elective office at
the same time. Board members will not be eligible to serve for more
than 3 consecutive terms, holding the same office.
Section
2. Board of Directors Powers and Duties.
It will be the duty of the Board of Directors to control and manage
the property and business of the Club in a prudent and careful manner
in the best interests of the Club. The board of directors may adopt
rules and establish policies as may be necessary for the efficient
management of the Club.
Section 3. Immediate Past
President
In addition to serving as a Director of the club in the current year,
this person will:
- Prepare a written index of important motions passed during
his/her term as President. This index is reviewed with the new
Board at their first meeting in May.
- Review the by-laws with the new Board of Directors at the last
Board of Directors meeting in April.
Section 4. Officers.
The officers of the club consists of the following:
- President
- Executive Vice President – Membership
- Vice President - In Town Activities
- Vice President - Out of Town Activities
- Club Treasurer
- Ski Trip Coordinator
- Ski Trip Treasurer
- Secretary.
Section 5. Duties of Officers
- The President is the Chief Executive Officer of the club and
endorses official documents issued or published by the club. He/she
presides at all meetings of the club and of the Board of Directors.
He/she will be responsible for carrying out the by-laws and policies
of the club and Board of Directors, and to appoint the chairman
for and serve as ex-officio member of all the committees. He/she
assumes the duties of past president on the Board of Directors
immediately after serving his/her term.
- The Executive Vice President of Membership, in the absence
or upon the resignation of the President, assumes all the powers
and duties of the president until a special election is held.
He/she chairs the membership committee, which controls the membership
amenities, roster, and welcoming committee. He/she is in charge
of all external public relations for the club.
- The Vice Presidents of Activities jointly chair the non-snow
ski activities committee and are responsible for all internal
public relations relative to their respective activities.
- The Secretary keeps a book of minutes of all meetings of the
Board of Directors. He/she conducts the official correspondence
of the club.
- The Club Treasurer and Ski Trip Treasurer maintains correct
accounts of all financial transactions for their respective responsibilities.
They advise the membership annually of the club's financial condition.
The books of account will, at all times, be open to inspection
by any member. A financial review of all accounts will be completed
within 90 days after the close of each fiscal year.
- With the President’s approval, the Ski Trip Coordinator selects
a ski trip committee from the membership, to plan the ski season.
The Ski Trip Coordinator and this committee are then responsible
for organizing and scheduling all club sanctioned ski trips for
the following year. These plans, together with appropriate financial
forecasts are reviewed and approved by the Board of Directors.
In addition to the duties enumerated above, the president will
designate, from the Directors at Large and the immediate past President,
a Parliamentarian and a Sergeant-at-Arms. These appointees must
be ratified by the Board of Directors.
Section 6. Executive Committee.
The Board of Directors may establish an executive committee consisting
of not less than three (3) Board Members. The Executive committee
may meet for the purpose of expediting the business of the club
as may be required. All actions taken by the executive committee
are reported to and ratified by the Board of Directors at the next
regular meeting of the Board.
Section 7. Regular Board of Director Meetings.
Regular meetings of the Board of Directors will be held at least
quarterly. Board meeting locations and notice thereof will be made
in a manner consistent with Section 10 below.
Section 8. Special Board of Director Meetings.
Special meetings of the Board of Directors may be called by the
President on one day's notice to each Director, either personally
or by mail, electronic notification, or by telephone. Special meetings
will be called by the President in like manner and on like notice
on the written request of a majority of the Board of Directors.
Section 9. Annual meeting of the Board of Directors.
An Annual meeting of the members of the Board of Directors will
be held during the first calendar quarter following the annual election
of Officers and Directors. The purposes of such annual meeting are
to establish a budget for the ensuing fiscal year, to establish
goals and objectives, to establish a tentative calendar of events,
to review the obligations of members of the board, and to conduct
any other business as may be necessary.
Section 10. Quorum.
Eight members of the Board of Directors constitutes a majority for
the transaction of business, however, at least five votes are necessary
to carry a motion.
Section 11. Place of Meetings.
All meetings of the Board of Directors will be held at such place
as may be fixed from time to time by the President or Secretary
of the Club, either within or outside the state of Arizona, as stated
in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 12. Vacancies
A vacancy because of death, resignation, removal, disqualification
or otherwise may be filled by a majority vote of the remaining Board
of Directors. Any Director so appointed will serve only for the
balance of the un expired term.
Section 13. Resignation.
Any officer or director may resign from office at any time by giving
thirty (30) days written notice to the Board of Directors or to
the President.
Section 14. Absences.
Any Director who misses more than two consecutive Board meetings
or more than three board meetings per year will be automatically
dropped from the Board of Directors unless the President has been
previously advised of the intended absence.
Section 15. Removal of Officer and/or Director.
Proceedings for removal from office of an officer or director must
be initiated by a vote of 2/3 of the other members of the Board
of Directors at a regular board meeting. Notice of such proceeding
will be in writing and will state the reason in full and will be
served on the officer or director, either personally or by registered
mail, addressed at the last known address. Service by mail will
be deemed complete upon mailing. Within two weeks of service of
the notice, the officer or director may mail to the club or serve
personally on an officer or director, other than himself, a written
demand for a hearing before the Board of Directors. Such hearing
will be held at the next regular board meeting of the corporation.
If at the close of such hearing, a 2/3 vote of the other members
of the Board of Directors confirms the proceedings against the officer
or director, or if the officer or director fails to make timely
demand for a hearing, he/she will be removed from office.
Section 16. Action Without Meeting.
Unless otherwise restricted by the Articles of Incorporation or
these Bylaws, any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting,
if the following conditions are met:
1. For the purpose of this Section, E-mail
is considered "writing".
2. All members of the Board are given notice
in writing of the proposed action to be taken.
3. All members of the Board are given a
reasonable time for submitting written responses.
4. For those actions requiring voting by
members of the Board, a minimum of eight responses
in writing must be received to constitute
a quorum.
5. Actions will carry on a simple majority
vote of the quorum.
6. Writings concerning the subject action
are filed with the minutes of
the proceedings
of the Board.
ARTICLE X
Committees
The standing committees are:
- Newsletter Committee
- Ski Trip Committee
- Activities Committee
- Membership Committee
- Budget and Finance Committee
- Financial Review Committee
- Election Committee
The President appoints all standing committee chairmen except Membership
and Activities. The Activities Committee is jointly chaired by the
Vice Presidents of Activities. The chairman of each committee appoints
its members.
The Board of Directors may authorize, and the President may appoint,
such special committees as it deems necessary for the proper conduct
of the affairs and activities of the Club.
Standing Committee Descriptions & Functions
- Newsletter Committee:
The Newsletter Committee consists of the Editor and one or more
members. Responsibilities include: collection of relevant material
about club activities, solicitation of advertising to help offset
production cost, set-up, printing, and mailing of newsletters
to members.
- Ski Trip Committee:
The Ski Trip Committee consists of the Ski Trip Coordinator, and
one or more members. Responsibilities include: establishing the
ski trip schedule, setting prices, training trip captains, overseeing
all ski trip activities, and reporting finances to the board.
- Activities Committee:
The Activities Committee consists of the Vice Presidents and one
or more members. Responsibilities include: establishing the non-ski
activity schedule, setting prices, advertising, soliciting and
advising activity leaders, and reporting finances to the board.
- Membership Committee:
The Membership Committee consists of the Executive Vice President-Membership
and one or more members. Responsibilities include: maintaining
a current roster of members, greeting committee at regular meetings,
and internal and external public relations.
- Budget and Finance Committee:
The Budget and Finance Committee consists of the Club Treasurer,
Ski Trip Treasurer and one or more members. The purposes of this
committee is to assist the treasurers in establishing a budget
for the year ahead, and to advise in all matters of club finances.
This committee is formed on May 1, and presents an annual budget
for board ratification at the regular board meeting for June.
- Financial Review Committee:
The Financial Review Committee consisting of two or more members
who are not officers, directors, or committee chairmen, is appointed
by the President Elect by May 15th for the purpose of reviewing
the last year's Treasurer's reports. The Treasurer's reports as
reviewed by the Financial Review Committee, will be presented
to the Board of Directors for approval. Notice of approval is
published in the newsletter, and the report will be made available
to the general membership upon request.
- Election Committee:
The Election Committee will be appointed prior to the January
Board meeting. It will consist of the chairman and one or more
members. Duties will include:
- Solicit qualified candidates for all offices and board
positions.
- Ballots
- Generate an absentee ballot, to be mailed to each member
via the club newsletter for March with instructions to
mail such ballots to the Election Chairman prior to the
first meeting in April. Such absentee ballot will contain
space for write in votes.
- Post absentee ballots against a current roster, tabulate
votes prior to election night.
- Generate ballots to be used during election meeting.
- Conduct election by distributing, collecting and tabulating
ballots during the first general meeting in April.
ARTICLE XI
Elections
During the first general meeting in April, those members present who
have not tendered an absentee ballot, will receive an election night
ballot.
Fifteen (15) percent of the regular members, including absentee ballots
will constitute a quorum for the transaction of elections.
- All members are eligible to run for office. A member wishing
to run for the office of President, must have been a member in
good standing for at least one year and served on the Board of
Directors for a full term of office. If no member meeting these
requirements volunteers to run for the office of President, then
any member who has been in good standing for at least one year
prior to election night, may tender his/her candidacy for the
office of President.
- Nominations may be made from the floor, for any office, on
election night.
- Candidates will be allowed a short campaign speech.
- Voting will be done in descending order. If a candidate is
not successfully elected to an office, he/she may be then nominated
for another office from the floor. Voting will be done by written,
secret ballot. A plurality will be sufficient to elect where there
are more than two candidates for an office, or more than two offices
to be filled.
- Marking, collecting, counting of ballots, preliminary announcement
of winners, will be executed by the Election Committee during
the Election Meeting.
ARTICLE XII
Dissolution & Distribution of Assets
Section 1. Dissolution.
Dissolution of the Club shall require an affirmative vote of a majority
of Regular Members, entitled to vote thereon, who are present at a
meeting called exclusively for such purpose, provided a quorum is
present.
Section 2. Distribution of Assets.
Upon the dissolution of the Club, the Board of Directors, after paying
or making provision for the payment of all of the liabilities of the
Club, shall arrange for the distribution of the remaining assets to
a scientific, educational or charitable organization which at the
time qualifies under Section 501(ac)(6) or 501(ac)(3) of the Internal
Revenue Code, as amended.
Section 3. Audit.
An independent auditor or a committee of qualified club members will
be retained and, except for fraud or error fact, its determinations
will be final.
ARTICLE XIII
Repeal, Alteration or Amendment
These Bylaws may be repealed, altered or amended or substitute Bylaws
may be adopted at any regular or special Board of Directors meeting
by majority vote. However, before the Board of Directors can vote
on the proposed changes:
- Notice of all proposed changes must be published in the club
newsletter one month prior to the meeting at which the board will
vote.
- All proposed changes from any member must be in written form
and presented to the Board of Directors at their next regularly
scheduled meeting.
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