PVSC Bylaws 2000

CONSTITUTION AND BY-LAWS PENOBSCOT VALLEY SKI CLUB, INC. (1941) BANGOR, MAINE ARTICLE 1 NAME AND LOCATION This Association shall be known as the Penobscot Valley Ski Club, Inc. and is located in Penobscot County, State of Maine. ARTICLE II PURPOSE The purpose of the Penobscot Valley Ski Club, hereinafter referred to as PVSC or Club, is: A. To promote skiing. In this document, skiing shall include alpine, cross country and snow boarding activities. To create interest in skiing through information, instruction and competition. To provide opportunities to participate in ski programs, equipment exchanges and social events. To encourage friendship among skiers in order that there may be greater enjoyment of all phases of the sport and its development.     ARTICLE III OFFICERS The officers of this club shall be a President, Vice-President, Treasurer, and Secretary. The officers shall be elected at the annual meeting of the Club by a simple majority of the eligible members present. Voting will be by a show of hands or voting cards (if requested) unless any member requests a secret ballot, then a written vote will be taken. New officers shall hold office for one year and until their successors have been duly elected or appointed and have accepted office. Terms of the officers shall coincide with the Club fiscal year. President. It shall be the duty of the president to preside at all business meetings and enforce all by-laws and regulations of the Club. The President shall be chairman of the executive committee. The President shall appoint the chairman of each standing committee, subject to the approval of the executive committee. Vice-President. It shall be the duty of the vice-president to assist the president in the discharge of all duties and in the president’s absence to conduct club business. The vice-president shall be a member of the executive committee and serve as chairperson of the program committee. Treasurer. It shall be the duty of the treasurer to collect all monies payable to the Club; to have custody of operational funds of the club; to deposit same in such bank as may be designated by the executive committee; to retain vouchers, or if a checking account is maintained, cancelled checks covering all disbursements; to keep in the books belonging to the Club a correct account of receipts and disbursement and present a summary thereof as requested by the executive committee and a detailed report thereof at the annual meeting; to be an active participant on the Club’s investment portfolio committee; to prepare or have prepared and file all corporate forms required including year end statement, necessary paperwork for filing income tax forms, and annual report for non profit corporations; to direct membership chairperson to provide each member in good standing with an appropriate membership card. The treasurer shall give such bond as shall be required by the executive committee. The treasurer shall have the option of appointing an assistant treasurer. The executive committee must approve any appointment and the duties assigned. Upon appointment of an assistant treasurer, the assistant treasurer shall become a member of the executive committee. Secretary. It shall be the duty of the secretary to keep a record of all meetings of the Club and executive committee in books belonging to the Club; to maintain a correct roll of members of the club; to keep an accurate record of correspondence concerning Club busIness and to communicate with Club members as requested by the executive committee. In case of inability to attend any meeting, the secretary shall send any necessary books or papers to the place of the meeting. A general report describing the conditions of the club will be presented at the annual meeting. The secretary shall be a member of the executive committee. ARTICLE IV GOVERNANCE A. There shall be a Board of Directors consisting of six elected members of the club. Two members of the board of directors shall be elected each year at the annual meeting and shall serve three year terms. (Elections shall follow same format as that of officers in Article III A.) B. There shall be an executive committee which shall consist of: (a). the six members of the Board of Directors, (b). the four/five officers, (c). the chairperson of each ad hoc and standing committee as provided for in Article V., (d). the immediate past president, and (e). the immediate past treasurer. C. The executive committee shall have general charge and control of the policy and finances of the club. D. The executive committee shall recommend the annual budget to the membership at large at the September meeting of the Club. They shall make or authorize all necessary contracts. In addition they shall appropriate or dis-appropriate to each committee such sums of money as may seem to them to be for the better interests of the Club within its resources. E. The executive committee shall arrange for an audit of the treasurers’ accounts when deemed necessary F. The executive committee shall have the power to fill any vacancies among the officers and executive committee members that occur during the year. Such appointee shall hold office for the duration of the term and until their successor has been duly elected G. Regular monthly meetings of the executive committee shall be called by the president for the months of August through March and at other times deemed necessary or by a request of two members of the executive committee, due notice having been given. Seven members shall constitute a quorum of the executive committee. H. Should any member of the executive committee be absent from three successive regular or adjourned meetings of the committee, that member upon a two-thirds vote of the other members will be removed from the committee. ARTICLE V COMMITTEES   A. There shall be the following standing committees: Membership Committee; Racing Committee; Publicity Committee; Program Committee; Investment Portfolio Committee. B. The Executive Committee shall have the power to establish ad hoc committees deemed necessary, and may add additional members to the above standing committees. C. There shall be a chairperson for each standing committee who shall be appointed by the President, unless otherwise provided for in these articles. Each standing committee chairperson shall appoint members to serve on the committee until the end of the Club year. D. The above committees shall be subject to the authority of the Executive Committee. All committees shall report to the President and Executive Committee for general instructions regarding their duties and scope of action. Each committee will make periodic reports to the Executive Committee and membership at large as required or requested. B. Investment Portfolio Committee. The investment portfolio committee is to oversee/ execute, protect and preserve the club’s long term investment funds. Committee members shall consist of the current year’s treasurer, and four other club members in good standing who are nominated and approved by the executive committee. The four year terms of the four members shall. be staggered with one expiring each year. Replacement members shall be selected each year. Requests by the executive committee for funds exceeding $3000.00 (three thousand dollars) in any Club year shall require an approval of the investment portfolio committee and the vote of the general membership at a regular or special club meeting. In the case of disapproval by the investment portfolio committee, an affirmative vote of the general membership at a regular or special club meeting with a minimum of 50 percent of the eligible voting members present and a 2/3 majority of those voting. ARTICLE VI NOMINATIONS OF OFFICERS AND DIRECTORS A. The Executive Committee shall appoint a nominating committee who shall submit to the club at least one month before the annual meeting a list of nominees for officers and directors of the club. Further nominations may be made from the floor until nominations have been declared closed. ARTICLE VII CLUB MEETINGS A. The annual meeting of the Club shall be held in March, of each year, at a time and place named by the Executive Committee. At this meeting, annual reports of the Secretary, Treasurer and Chairpersons of the Committees shall be read and officers for the ensuing year will be elected. B. The club year shall be a twelve-month period beginning on June 1 of each year. There shall be regularly scheduled meetings of the club beginning in September end ending in March each year at a time and place designated by the Executive Committee. The schedule of regular meetings shall be presented to the club at the September meeting. C. The President and/or Executive Committee may call additional club meetings; such meetings shall also be held upon the written request of at least ten percent of eligible voting members. D. Notices shall be issued to all members by mail or published in the Bangor Daily News by the Secretary for special, omitted, or changed meetings at least three days before the date of which the meeting has been called. On a yearly basis, a storm cancellation policy will be determined by the officers and published in the Club’s newsletter. E. Business transacted at regular/special meetings shall be: 1. Election of officers and board of directors 2. Approval of the budget 3. Approval of amendment(s) to the constitution 4. Granting of honorary memberships 5. New business and expenditure requests brought by the general membership may be voted on and submitted to the executive committee for approval 6. Approval of expenditures from the investment fund as outlined in Article V section E. F. Ten percent of the total eligible voting membership shall constitute a quorum for transacting business. Business shall be transacted by a simple majority vote of eligible members present and voting unless otherwise provided in these by-laws. Voting by proxy shall not be allowed. ARTICLE VIII MEETING PROCEDURES A. The following order of business shall be observed at the annual meeting and shall not be departed from except by a two-thirds vote: (1) Reading of the minutes of the previous meeting which shall stand approved unless corrected, (2) Report of the Executive Committee, (3) Report of the Secretary, (4) Report of the Treasurer, (5) Reports of the Committees, (6) Unfinished business, (7) New business, (8) Elections, and (9) Adjournment. The above order of business shall be used at all meetings so far as it may be applicable. In all matters of procedure Robert’s Rules of Order shall be considered the authority. ARTICLE IX MEMBERSHIP, DUES AND VOTING RIGHTS A. Membership in the Club is open to all persons with will and desire to further the purpose of the Club. Membership shall not be restricted by reasons of age, sex, creed, color or national origin. B. Adult membership shall be open to those 18 years of age or older at the beginning of the Club year. Junior membership shall be open to those under 18 years of age at the beginning of the Club year. C. Applicants for membership shall submit their names and dues to the Chairperson of the membership committee for processing and action. D. The annual adult, family, junior and other dues for the following club year shall be determined by the Executive Committee in March of each year. E. Annual membership dues shall be due and payable in advance as of the first day of June of each club year. F. Any member who fails to pay his/her dues within 30 days after having received written notice from the club may be dropped from the mailing list. G. The Club may by unanimous vote of the members present at a regular meeting, elect as honorary members such persons as shall be approved and submitted to the club by the Executive Committee; provided that the number of honorary members shall not at any time exceed ten (10). Honorary members shall have the right to attend any and all meetings of the club and. shall not be subject to the payment of dues, or charges except club function expenses. They shall not vote at any meetings of the club. H. Voting rights are extended only to members whose current dues are paid and are defined as follows: Family Membership — l vote per person present up to maximum of 2 votes Adult Membership - 1 vote Junior Membership - 1 vote Members must be present to vote. ARTICLE X GUESTS A. Members may bring guests to any function, entertainment or trip program of the club at any time. In those events with limited capacity, club members will have priority over non-members. B. All members bringing guests shall be responsible for the guests pro rata share in any expense of the function or program attended. ARTICLE XI INDEMNIFICATION A. The corporation shall have the power to indemnify and, without formal action by members, directors or other persons, shall indemnify any persons, whether officer, director, employee, member or other person acting for or in behalf of the corporation, in respect of any and all matters or actions for which indemnification is permitted by the laws of the State of Maine, including without limitation, liability for expenses incurred in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer or agent of the corporation, or who is or was serving at the request of the corporation, or who is or was serving at the request of the corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any of the above stated capacities, or his or her status as such, whether or not the corporation would have the power to indemnify such person. ARTICLE XIII AMENDMENTS A. Any amendments to these articles must be presented in writing at a regular meeting of the club. It shall then be tabled and the Secretary of the club shall make available a copy of the proposed amendment(s) to members of the club in the newsletter. At a subsequent regular meeting, the amendment(s) shall be reread and voted upon as presented. A two-thirds affirmative vote of those eligible members present shall be necessary for its adoption. (Note: any alteration of the proposed amendment would require the tabling and re-notification.) Article XIV Awards A. Bob and Cindy Dunlap Award: In as much as Bob and Cindy Dunlap have contributed to the ongoing success of this Club for many years, in honor of that the Club wishes to recognize their efforts by establishing a distinguished service award in their name. This award may be presented to any person. Their name being brought before the Board of Directors and the Board finding them deserving based on their contributions to skiing. A worthy candidate should have displayed a similar dedication in some way to the snow sport industry in general and specifically, some aspect of skiing in the State of Maine. Also, that the Club will recognize this person through a special award ceremony along with press releases in select ski related publications within the state and others as the Club sees fit.