AMENDED AND RESTATED BYLAWS OF

 

SUNDAY RIVER SKI & SNOWBOARD CLUB

 

Effective Date:  October 30, 2008 

 

ARTICLE I 

GENERAL

Section 1:  Name

The name of the Corporation is Sunday River Ski & Snowboard Club (the "Corporation").

 

Section 2:  Purpose

Sunday River Ski & Snowboard Club is organized to encourage, advance and improve snow sports through the development of the skills of skiing and snowboarding, the promotion of ski competition, the promotion of good fellowship among skiers and snowboarders, and the preservation of on snow activity in conformity with the Skier's Responsibility Code.  Sunday River Ski & Snowboard Club will provide social events and programs for family and single memberships to encourage snow sports as family activities.

 

Section 3:  Location

The Corporation maintains offices on a space available basis at the Sunday River Ski Resort, Competition Services Office, 127 Barker Mountain Road in Newry, Maine.

 

Section 4:  Limitation of Methods

Sunday River Ski & Snowboard Club shall observe all local, state and federal; laws which 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.

 

Types of Members are individual and family.

Classification of members are:

 

 

 

 

 

Adult

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

 

Family:        Defined as including adult(s) and any of their children eligible for junior membership.

Coach:        Defined as a person who is a credentialed professional coach, full or part-time in alpine, cross-country, snowboarding and freestyle skiing.

 

Section 2:  Admission

Applications for membership shall be made in writing 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

The fiscal year shall extend from January 1 through December 31.

 

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.

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

 

Annual dues shall be determined by the Board of Directors 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/or the Board of Directors, or upon the written request of a member acted upon by the President and/or the Board of Directors.

 

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.  Only agenda items will be acted upon at general meetings. The order of business shall be determined by the President.

 

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 President, Vice-President, Secretary, Treasurer, and no more than seven (7) other members of the Board of Directors known as members-at-large.  The Membership and Nominations Committee shall propose a slate of Officers and Directors to the membership at the annual meeting or special meeting.  Additional nominations for Officer(s) and/or Director[s] may be made by any member from the floor at the time of  elections at the annual meeting or special meeting.

 

ARTICLE IV

THE BOARD OF DIRECTORS

 

Section 1:  Composition of the Board

The Board of Directors, including Officers, shall be not less than seven (7) and not more than eleven (11). 

 

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.

 

The Board of Directors may authorize up to and including $10,000.00 expenditure for any given project. Any single project requiring over $10,000.00 must be approved by a majority vote of adult members in attendance at a meeting of the Corporation.

 

Section 2:  Election

The Board of Directors shall be composed of the President, Vice-President, Secretary, Treasurer, and members at large, 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.

 

Section 3:  Vacancies

Any member of the Board of Directors who misses three consecutive Board meetings may be asked to resign by the remaining Board members. 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 4:  Policy

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

 

ARTICLE V

THE OFFICERS

 

Section 1:  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 the particular office.

 

Section 2:  Vacancies

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 3:  The President

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.

 

Section 4:  The Vice President

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

 

Section 5:  Secretary

The Secretary shall submit to each member in writing a notice of each legally called meeting of the Corporation. It shall keep careful and complete records, conduct correspondence and attend to such other duties as may be incidental to its office. It shall be the duty of the Secretary to receive and transmit communications to officers of the Corporation and members, including minutes of the immediate previous general meeting, and to announce tournament and championship dates as sanctioned.

 

Section 6:  The Treasurer

The outgoing Treasurer shall supply to the incoming Treasurer a signed statement specifically setting forth in detail the exact amount of funds received by the outgoing Treasurer at the commencement of its term, the total of all receipts during the said term, and the exact sum being turned over to the incoming Treasurer.  Said statement shall be prepared by the outgoing Treasurer, and contains the written approval of the auditors to be appointed by the President.  The Treasurer shall be responsible for all funds of the Corporation. It shall collect all income due the Corporation, and shall make expenditures as approved by the Board of Directors.  It shall secure and file complete and proper vouchers 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.

 

Section 7:  Members at Large

The members of the Board of Directors elected at large not to exceed seven, 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:                       

                                                            Fundraising Committee

                                                            Social Committee

                                                            Membership and Nominations Committee

 

 

A.  The Social Committee shall be responsible for the social segment of each general meeting and for any other desired Corporate-related social activities.

 

B.  Fundraising Committee shall be responsible for all fund-raisers.

 

C.  The Membership and Nominations Committee shall be responsible for the solicitation of all Corporate members and shall be responsible to propose a slate of Officers and Directors to the membership at the annual meeting.

 

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

 

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

COMPETITIONS

 

Competitive events may be conducted if desired. Events sanctioned by USSA will be conducted according to USSA Rules and Regulations.

 

 

ARTICLE VIII

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, such instruments shall be signed by the Treasurer and countersigned by the President of the Corporation.

ARTICLE IX

INDEMNIFICATION

 

The Corporation shall indemnify and provide advances of expenses to Directors, Officers, and agents of the Corporation to the extent it is permitted to do so under law.  The Corporation may, at its discretion, have a provision in a resolution of its members or Directors, in a contract, or in the Corporation’s Articles of Incorporation for indemnification of, or advance of expenses to, any director, officer or agent if and to the extent such provision is consistent with Maine law concerning indemnification.

 

ARTICLE X

FISCAL YEAR

 

The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of each year.

 

ARTICLE XI

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 XII

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.