Sunday River Ski & Snowboard Club
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AMENDED AND RESTATED BYLAWS OF

 

SUNDAY RIVER SKI CLUB

 

Effective Date:  November 24, 2012

 

 

 

ARTICLE I

GENERAL

 

Section 1:  Name

The name of the Corporation is “Sunday River Ski Club” (the "Corporation").  The Corporation is also commonly known as “Sunday River Ski and Snowboard Club.”

 

Section 2:  Purpose

Sunday River Ski & Snowboard Club (“SRSSC”) is organized to promote, encourage, advance and improve snow sports programs through the development of the skills of skiing and snowboarding, and the promotion of ski competition.  “Skiing” and “snowboarding” are general terms intended to include all variances thereof including, but not limited to, telemarking and all other variances derived from traditional skiing and snowboarding.  In addition, SRSSC will also provide social events and programs for family and single memberships as a means to gather the Sunday River community including the surrounding towns and Gould Academy.   

 

Section 3:  Location

The Corporation maintains offices on a space available basis at the Sunday River Ski Resort and a mailing address of PO Box 273 Newry, Maine 04261.

 

Section 4:  Limitation of Methods

SRSSC shall observe all local, state and federal laws that apply to a non-profit organization as defined in Section 501(c)(3) of the Internal Revenue Code.

 


 

ARTICLE II

MEMBERSHIP

 

Section 1:  Eligibility

Membership in the Corporation shall be comprised of members who are skiers or snowboarders or who have interest in snow sports, for either general recreation or competition, or who wish to give personal and practical aid in their fulfillment.

 

Membership in this Corporation shall be open to all pledging themselves to observe and be governed by the Bylaws of the Corporation and by the direct action of the Annual Meeting, the Corporation's Board of Directors and the Corporation's Officers, as well as the Skier’s Responsibility Code. 

 

Types of Members are:

 

Family: Defined as a nuclear family (an adult couple or a single or two parent household with immediately dependent children). 

 

Individual: Defined as a single person over the age of 18 (as of December 31 of the season in question)

 

Junior Individual: Defined as a person under 18 years of age (as of December 31 of the season in question, or under 19 years of age as of December 31 if attending high school)

  

Section 2:  Admission

Applications for membership shall be made in writing or electronically in such form as from time to time may be approved by the Board of Directors. Upon acceptance and payment of dues as prescribed by these Bylaws, such individuals shall enjoy the rights and privileges accorded by these Bylaws and the ruling and resolutions of the Annual Meeting.

 

Section 3:  Dues

Annual membership dues of the Corporation are due and payable no later than January 1 for the current fiscal year.  Those members who do not pay their dues on or before said date shall:

 

A.   Be prohibited from voting on any matter at any following regular or special meeting until their dues are paid;

B.   Be dropped from the membership roll of the Corporation if dues are not paid before the next annual meeting following the due date for said dues; and

C.   Pay a $10 surcharge to be reinstated after the January 1 deadline.

 

The Board of Directors shall determine annual dues each year prior to the Annual Meeting.

 

 

ARTICLE III

MEETINGS

 

Section 1:  Annual Meetings

The Annual Meeting of the Corporation shall be held during the month of November of each year.  The time and place shall be fixed by the Board of Directors and notice thereof mailed and/or sent by electronic means including e-mail and/or facsimile to each member at least ten (10) days before said meeting.

 

Section 2:  Additional Meetings

General meetings of the Corporation are to be held at the discretion of the President and the Board of Directors, or upon the written request of at least two Directors or at least ten members of the Corporation.

 

Section 3:  Order of Business, Voting and Elections

The business of the Annual Meeting shall be conducted in accordance with Robert's Rules of Order, Revised, except as otherwise herein specifically provided.  Technical violations of Robert’s Rules shall not negate or invalidate an action taken by the Board and/or Membership.  Only agenda items will be acted upon at general meetings. The President shall determine the order of business.

 

Ballots, either handwritten or voice, whichever is determined by the President, shall be collected only from the members present and shall be ascertained to the total number of votes allowable and available.

 

The Corporation shall elect at the Annual Meeting, or at a special meeting of the Corporation, from among the members of the Corporation a Board of Directors as more fully described in Article V.  The Nominations Committee or other such subset of the Board of Directors shall propose a slate of Officers and Directors to the membership at the Annual Meeting or special meeting.  Any member may make additional nominations for Officer(s) and/or Director(s) from the floor at the time of elections at the Annual Meeting or special meeting.

 

ARTICLE IV

STRUCTURE OF THE CORPORATION

 

Section 1: General

The Corporation shall be governed by a Board of Directors with the advice and assistance of an Advisory Board and, as determined by the Board of Directors on a year-by-year basis, may be assisted in fulfilling the mission and vision by an Executive Director.  The Executive Director may be assisted by an Administrative Director, with the approval of the Board. 

 

Section 2: Advisory Board

The Advisory Board shall be composed of persons affiliated with the Sunday River Ski Resort, surrounding municipalities and/or Gould Academy communities, who by virtue of other positions can further the mission and values of the SRSSC beyond what would otherwise be possible.  The Advisory Board shall have an advisory and advocacy role and no voting privileges other than what would otherwise be granted by general membership. The Advisory Board shall not have a pre-determined number of positions and shall be determined and revised solely by the Board of Directors, as required, from time to time. 

 

Section 3: Board of Directors

The Board of Directors is more fully described in Article V. 

 

Section 4: Executive Director

The Executive Director (“ED”), at the direction of the Board, shall generally further the philosophy, mission, strategy, goals, and objectives of the Corporation and to provide direction, leadership, implementation, management and administration of the overall as well as the day-to-day functions of the Corporation.  The ED shall report to the Board of Directors, with specific lines of reporting and responsibility to the Board President and Officers. 

 

General responsibilities include: Fundraising, communications, program delivery, administrative, and financial/risk management.  At the direction of the Board, the ED may be responsible for the oversight and direction of additional administrative functions, including but not limited to an Administrative Director.


 

 

ARTICLE V

BOARD OF DIRECTORS

 

Section 1:  Composition and Tenure

The Board of Directors shall be composed of the President, Vice-President, Secretary, Treasurer, and members at large, totaling not less than seven (7) and not more than eleven (11).  Terms of office for all Officers and the other members of the Board of Directors shall be at least one (1) year.

 

Election and tenure length of the Advisory Board members shall be determined solely by the Board of Directors. 

 

Section 2: Meetings

The Board of Directors shall meet at least one week prior to each meeting of the Corporation, including the Annual Meeting, and at such other times as may be called by the President, or at the request of at least two members of the Board of Directors or at the request of any ten members of the Corporation as a whole. The agenda for the following meeting will be set at that time. Any member may submit an agenda item to the President prior to that date.

 

Section 2: Authority

The Board of Directors may authorize up to and including $10,000.00 expenditure for any given project. All projects must have a direct correlation to the aforementioned purpose detailed in Article 1: Section 2 above.  Any single project requiring over $10,000.00 must be approved by a majority vote of adult members either in attendance at a meeting or as otherwise conducted electronically.

 

Section 4:  Vacancies

Any member of the Board of Directors who misses repeated meetings and/or events or who otherwise neglects to contribute to the mission and vision of the Corporation may be asked to resign by the remaining Directors.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall serve for the unexpired term of the predecessor in office.

 

Section 5:  Policy

The government, policy-making, activities and fiscal responsibilities of the Corporation shall be vested in the Board of Directors, which shall be responsible for its finances and direct its affairs.

 

Section 6:  Officers

The officers of the Corporation shall consist of a President, Vice-President, Secretary, and Treasurer, each of whom shall be elected by the Members of the Corporation to serve for a period of one (1) year. The duties of the Officers, in addition to the duties assigned in these Bylaws, shall be those ordinarily associated with that particular office.

 

The President shall superintend the business of the Corporation; preside at the Annual Meeting and at all meetings of the Board of Directors. The President shall be Chairman of the Board of Directors and an ex-officio member of all committees. It shall appoint committees as outlined in these Bylaws. The President, with the assistance of the Board of Directors, shall set the agenda for the general meetings.  Certain administrative duties may, at the option of the President, be delegated to the Executive Director.

 

The Vice-President shall, in the absence of the President, discharge the duties of the President.

 

The Secretary shall keep careful and complete records, submit meeting notices to the Board of Directors and/or the members in proper form and substance, conduct correspondence, submit required filings and paperwork to keep the Corporation and the employees in good standing, and attend to such other duties as may be incidental to its office.  Certain administrative duties may, at the option of the Secretary, be delegated to the Executive Director.

 

The Treasurer shall be responsible for all funds of the Corporation. It shall track all income and expenses due to and from the Corporation, and shall make expenditures as approved by the Board of Directors.  It shall secure and file complete and proper records for all expenditures, and keep full and accurate accounts, making report to the Corporation in such form as to show the financial condition of the Corporation and the result of its operations. 

 

At the beginning of each fiscal year, but no later than the Annual Meeting, the Treasurer shall submit a budget for the next fiscal year.  The Board shall approve the submitted and/or revised budget. 

 

The outgoing Treasurer shall supply to the incoming Treasurer all records specifically setting forth in detail all financial aspects of the Corporation.  Certain administrative duties may, at the option of the Secretary be delegated to the Executive Director. 

 

An elected officer may resign at any time by written notice to the President. Should the President resign, the office shall be filled by the current Vice-President. Any other office vacated for this or any other purpose shall be filled by the affirmative vote of a majority of the remaining Officers and Directors though less than a quorum of the Board of Directors.

 

 

Section 7:  Members at Large

The members of the Board of Directors elected at large not to exceed (7), shall, in conjunction with the other members of the Board of Directors, be responsible for the management and operation of the Corporation.

 

 

ARTICLE VI

COMMITTEES

 

Committees, necessary to the programs and activities of the Corporation, established by these Bylaws or as deemed necessary or desirable by the President, Board of Directors, or members, shall be appointed by the President. The selection of such committees and chairpersons shall be announced to the membership.

 

1. Standing Committees:                

 

  • A.               Fundraising Committee shall be responsible for all fund-raisers.
  • B.               The Membership and Volunteer Committee shall be responsible for the solicitation of all Corporate members and shall be responsible for organizing member volunteers to assist with all aspects of the Corporation. 
  • C.              The Social Committee shall be responsible for organizing all social activities and membership meetings.
  • D.              The Competition and Program Support Committee shall be responsible for organizing any events related to skiing, snowboarding or other competition related activities. 
  • E.               The Grants Committee shall be responsible for consideration of grants consistent with the Grant Guidelines.  Award of all grants shall be approved by the Board of Directors. 
  • F.               The Communications Committee shall be responsible for all communications and advertising between the Corporation, its members and the community as a whole.
  • G.              The Nominations and Governance Committee is responsible for ensuring that the Corporation operates consistent with all external laws and regulations as well as the By-Laws of the Corporation.  In addition, the committee is responsible for the slate of Directors

 

No Committee shall, in the event of insufficient member interest, be required to convene. Any new committee may be formed or combined with another committee at any time by the Board of Directors if, in their opinion, present member interest warrants its formation or realignment.

 

To the extent that Committee(s) convene (as detailed above), each Committee shall meet at least once before every meeting of the Board of Directors.

 

Each Committee's directives, as recommended by the Board of Directors, shall be presented at the general meeting by the Committee chairperson.

 

 

 

ARTICLE VII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

 

Section 1:  Contracts

The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or may be continued to specific instances.

 

Section 2:  Checks, Drafts or Orders

All checks, drafts or orders for the payment of money notes and other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner shall from time to time be determined by the Board of Directors.


 

 

ARTICLE VIII

INDEMNIFICATION

 

The Corporation shall indemnify each Director and Officer against all judgments, fines, settlement payments and expenses, including reasonable attorney’s fees, paid or incurred in connection with any claim, action, suit or proceeding, civil or criminal, to which he/she may be made a party or with which he/she may be threatened by reason of his/her being or having been a Director or Officer of the Corporation, or, at its request, a director, officer, stockholder or member of any other corporation, firm or association, or by reason of his/her serving or having served, at its request, and by which he/she is not so indemnified, or by reason of any action or omission by him/her in any such capacity, whether or not he/she continues to be a Director or Officer at the time of incurring such expenses or at the time the indemnification is made.  No indemnification shall be made hereunder (a) with respect to payments and expenses incurred in relation to a matter as to which he/she shall be finally adjudged in such action, suit or proceeding not to have acted in good faith and in the reasonable belief that his/her action was in the best interest of the Corporation (or, to the extent that such matter relates to service with respect to an employee benefit plan), or (b) otherwise prohibited by law.  The foregoing right of indemnification shall not be exclusive of other rights to which any Director or Officer may otherwise be entitled and shall inure to the benefit of the executor or administrator of such Director or Officer.

ARTICLE IX

FISCAL YEAR

 

The fiscal year of the Corporation shall begin on the 1st day of July and end on the last day of June of each year. 

 

ARTICLE X

AMENDMENTS

 

These Bylaws may be altered, amended or repealed by a two thirds (2/3) vote of the Board of Directors at any meeting called for that purpose.  Notice of proposed change shall be mailed and/or sent by electronic means including e-mail and/or facsimile to all Board members at least two (2) weeks in advance of the meeting.

 


 

 

ARTICLE XI

DISSOLUTION

 

The Corporation may be dissolved only at the annual meeting by a three-fourths affirmative vote of the adult members present and voting.  Notice of such dissolution shall be communicated via mail to said members at least one month before the annual meeting.  In the event of dissolution, disposal of the Corporation's assets shall be determined by a vote for three-fourths of the adult members present and voting.

 

Upon final liquidation of the Corporation, none of its assets shall inure to the benefit of any member, director, officer, or private individual, and all of its assets remaining after payment of all of its liabilities shall be distributed by affirmative vote of the Directors exclusively to one or more nonprofit organization or organizations having similar aims and objects as those of the Corporation and which may be selected as an appropriate recipient of such assets by the Directors, as long as such organization, or each of such organizations, shall then qualify as an organization exempt from federal income taxation under §501(a) of the Code as an organization described in §501(c)(3) of such Code and as a public benefit corporation within the meaning of the Act.

 

In the event the assets of the Corporation are not so distributed, said assets shall be distributed by a court of competent jurisdiction in the county where the principal office of the Corporation is located to a non-profit organization or organizations having similar aims and objects as the Corporation and which may be selected as an appropriate recipient of such assets as long as such organization, or each of such organizations, shall then qualify as an organization exempt from federal income taxation under §501(a) of the Code as an organization described in §501(c)(3) of such Code and as a public benefit corporation within the meaning of the Act.

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