The principal and
business office of the Red Eye Ski Club, Ltd., shall be that as listed in the
Articles of Incorporation, under Article 13 of same, or as the Board of
Directors of this corporation may designate.
The
registered office of this corporation shall be the same as that listed above.
The purpose
of the Red Eye Ski Club, Ltd., shall be to promote skiing, good sportsmanship
and all facets of outdoor recreation.
The fiscal
year of this corporation shall be from May 1 to April 30.
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The annual meeting of the Red Eye Ski Club, Ltd.,
shall be held in April on a date, time and place as determined by the Board of
Directors. The notice of this annual meeting shall be given to the members at
least 30 days prior to the annual meeting in a manner designed to assure that
all members receive notice if practicable.
The general meetings shall be held during the
months September through April at least monthly on a date and time and at a
place designated by the Board of Directors.
The Board of Directors shall meet at least once during the
months October through April at least once a month prior to the general meeting
and at least once a month during the month of May through Sept. [Amended 1989]
Special meetings and ski trips may be called by the
president or the Board of Directors.
The board of Directors may designate the place of
all meetings and ski trips.
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Notice of all meetings and ski trips shall be by
written notice, or telephone, stating the place, day and hour of the meeting or
trip. Special meetings or trips may be called, provided all members in good
standing are noticed either by mail or by phone at least seven days prior to
such a meeting or trip.
Fifteen per cent of the members, in good standing
and having the right to vote, shall constitute a quorum.
The President, and in the President’s absence,
the President-elect, and in the case of the absence of both President and
President-elect, any person so designated by said officers shall act as
secretary at all general meetings and annual meetings, and in the case of the
secretary’s absence, a presiding officer shall appoint any member to act as
secretary.
“Robert's Rules of Order” shall govern the
proceedings of all meetings.
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The business and affairs of the corporation shall
be managed by its Board of Directors. The Board of Directors shall consist of no
more than nine members.
Nominations for Board positions will be accepted in January. Elections will be held in April (Amended April 2007). Any member in good standing may be nominated for a position as a member of the Board of Directors. Three persons shall be elected to the Board of Directors during odd years and two persons shall be elected to the Board of Directors during even years. These members alone shall serve terms of two years. The other members of the Board of Directors shall consist of the officers. The elected officers shall hold their position for a year term (Amended April 2007). No term limits for board members except for President (Amended April 2007).
If the structure of the Board of Directors creates
a situation whereby it is necessary for a member to serve on the board for an
additional year beyond the period provided for in Bylaw 3.02, in order to serve
out a term for which he has been elected, that member may serve the time
required, providing that the nominating board, voting without the individual
affected shall approve the term by unanimous consent.
Regular meetings of the Board of Directors shall be
held at least monthly prior to the general meetings and prior to the annual
meeting. A joint meeting of the former Board members and newly elected Board
members shall be held the first month following the annual meeting.
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Special meetings of the Board of Directors may be
called at the request of the Chairman, President, Secretary, or by any three
members of the Directors.
No change of any meeting may be made unless all
members are notified of such a change either by mail or by telephone at least
three (3) days in advance of such a change.
A majority of the board of Directors present at any
meeting, provided all members shall have been notified of such meeting, either
by these Bylaws, or by written notice, or by telephone shall constitute a
quorum, except whereas otherwise noted in these Bylaws.
The chairman shall call all board meetings and
determine their time and place and in the chairman’s absence, any other member
of the Board of Directors shall act as chairman of the meeting. The secretary of
the Red Eye Ski Club, Ltd., shall act as secretary of the Board Meetings, and in
the absence of the secretary the chairman may appoint any member of the Board to
act as acting secretary. The secretary or acting secretary shall keep minutes of
the meeting and give a report of the minutes at the general meetings and annual
meetings if requested. A chairman of the Board of Directors shall be elected by
a majority of the Board Members at the first Board meeting following the annual
meeting and election of new Board Members. The President shall not serve as
chairman.
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Any vacancy occurring in the Board of Directors may
be filled until the next annual meeting. The President of the corporation shall
have the power to appoint a director to fill any vacancy.
No member of the Board of Directors shall receive a
salary as compensation for serving as a director.
Any director of the corporation who misses more
than three (3) consecutive meetings, without prior notice of such absence, being
made either to the President or the Secretary, may have such absence used as
grounds for dismissal from the Board.
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The officers of the Red Eye Ski Club shall consist
of a President, President-Elect, Secretary and Treasurer.
Nominations for Board positions will be accepted in
January. Elections will be held in April [Amended April 2007].
Any member in good standing may be nominated for a
position as an officer. The Board of Directors and officers shall be a
nominating committee. This committee shall nominate at least one eligible
person(s) [Amended April 2007] for each office and present the names of the nominated persons to the
members at the monthly meeting immediately prior to the election meeting but not
later than twenty days prior to the election meeting. Nominations from the floor
at the election meeting will be permitted. Voting shall be by written ballot. The
person receiving the largest number of votes shall be elected to the office
position. The elected officers shall hold their position for a one year term. An
officer may hold an officer position a second consecutive year, except the
President shall not hold the term of President for two consecutive years. No term limits for board members except for President [Amended April 2007]. Elections of officers shall be held prior to the election of remaining Board of Directors. No person shall be elected to the Board of Directors or an officer position simultaneously.
Any officer may be removed by the Board of
Directors, when in its judgment, such removal shall have been made for the
benefit of the corporation. Any officer subject to removal, may prior to his or
her removal request a hearing before the full Board of Directors.
A vacancy in any principle office because of death,
resignation, removal, disqualification, or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.
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The President shall be the principle executive
officer of this corporation, and shall preside at all general and special
meetings. She/he shall assume all duties as defined by “Roberts Rules of
Orders”, except as otherwise restricted by the Board of Directors.
The President-Elect shall serve as such during the
year in which he is elected and shall serve as President in the following year.
In the absence of the President, the President-Elect shall assume all duties of
the President. The President-Elect shall also carry on those functions assigned
to him or her by the President.
The Secretary shall:
(a)
Keep the minutes of all meetings.
1.
Minutes of the Board meeting will be distributed to each Board member.
2.
Copies of the Board meeting and general meetings will be available for
the general membership at each general meeting.
(b)
See that all notices are sent as requested by the President or acting
President.
(c)
Shall be the custodian of all corporate records.
(d)
In general perform all duties consistent with those of a secretary.
(e)
Read all minutes of previous meetings, if requested.
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The Treasurer shall:
(a)
Have charge and custody of all funds of the corporation.
(b)
Receive and give receipts of all money due and payable to the
corporation.
(c)
Make all disbursements as required.
(d)
Make all deposits to the accounts of the corporation.
(e)
Perform all duties consistent with those of a treasurer.
(f)
Provide a treasurer’s report of the financial status of the corporation
at Board meetings, general meetings and special meetings.
(g)
Be required to give a full accounting of all treasury records at the
annual meeting.
(h)
Be prepared for an audit of all treasury records whenever required by the
Board of Directors.
(i)
Compile and maintain an accurate record of all paid members.
(j)
Prepare for final audit by the time of the joint meeting of the old Board and newly
elected Board.
No officer shall receive any salary as compensation
for serving as an officer of this corporation.
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No officer or member of the Board of Directors, may
act as an agent of this corporation, for the purpose of entering into any
contract, without the written consent of at least two-thirds (2/3) of the nine
(9) members of the Board of Directors.
No indebtedness for borrowed money shall be
contracted on behalf of this corporation, and no evidence of such indebtedness
shall be issued in its name without the written consent of two-thirds (2/3) of
the Board of Directors.
All checks and drafts may be drawn or issued in the
name of this corporation by the Treasurer with the approval by a quorum of the
Board of Directors.
An audit of the Treasurer’s books shall be held
within 30 days following the annual meeting. It shall be conducted by a
committee of three Board members.
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Any person having reached the age of 21 years,
regardless of race, color, creed, national origin, or sex, upon payment of dues,
shall become a member in good standing and shall have full privileges as an
acting member. Full privileges shall include but not be limited to voting for
positions as officers and members of the Board of Directors.
Any person, who upon the approval of a majority of
the Board of Directors, may become an honorary member. No honorary member shall
have the right to vote in any function of this corporation.
Annual dues of the Red Eye Ski Club are to be
determined by the Board of Directors and submitted at any general meeting of the
membership for approval by a majority of members present. [Amended July 1998]
Any membership dues not paid within thirty (30)
days of expiration, shall be considered as delinquent and shall prohibit such
member from taking part in all functions of this corporation.
These Bylaws may be amended by two-thirds (2/3)
vote of a quorum of the membership, provided that a committee appointed for the
purpose shall have reported on the proposed amendment at the general meeting
immediately preceding the meeting at which such vote is taken.
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