BYLAWS OF SKATE COMPANY SKATING CLUB
NAME; OFFICES; EXISTENCE
Membership. Any person/family, who has the promotion and betterment of figure skating and the ice show at heart, shall be eligible for membership.
A family membership shall be limited to family members living at the membership address listed on the annual membership application, but may also include other family members not living at the membership address including only and limited to:
(a): the legal parent or guardian of a minor child member living at the membership address.
(b): the legal minor child of a member living at the membership address.
All eligible members under a family membership must be listed on the membership application to be considered a club member.
Action Without a Meeting.
(a) By Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing (or counterparts thereof) that sets forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof and received by the Club. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the members. Action taken under this Section is effective as of the date the last writing necessary to effect the action is received by the Club, unless all of the writings specify a different effective date, in which case such specified date shall be the effective date for such action. The record date for determining members entitled to take action without a meeting is the date the Club first receives a writing upon which the action is taken. Any member who has signed a writing describing and consenting to action taken pursuant to this Section may revoke such consent by a writing signed by the member describing the action and stating the member’s prior consent is revoked, if such writing is received by the Club before the effectiveness of the action. All signed written instruments necessary under this provision shall be filed with the minutes of the membership meetings.
(b) By Written Ballot. Any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the Club delivers a written ballot to every member entitled to vote on the matter. The written ballot shall: (i) set forth each proposed action; and (ii) provide an opportunity to vote for or against the proposed action. Approval by written ballot shall only be valid when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equal or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall: (i) indicate the number of responses necessary to meet the quorum requirements; (ii) state the percentage of approvals necessary to approve each matter other than election of directors; (iii) specify the time by which the ballot must be received by the Club in order to be counted; and (iv) be accompanied by written information sufficient to permit each person voting to reach an informed decision. Written ballots may not be revoked.
BOARD OF DIRECTORS
General Powers and Qualifications.(a) Powers. The business and affairs of the Club shall be managed by its Board of Directors, except as otherwise provided in the Nonprofit Law, The Club’s Articles of Incorporation or these Bylaws.
(b) Authority. The Board of Directors shall have the entire authority in the management of affairs and finances of the Club and shall have general control of all its property. The Board of Directors shall prepare a written program of anticipated expenditures for the coming year together with proposals of sources of revenue to meet same, for approval by the Board of Directors. All finances above $50.00 must have approval by vote of the Board of Directors and all finances above $ 500.00 must have approval of the General Membership.
(c) Qualifications. Directors must be (i) at least eighteen (18) years old, (ii) registered with U.S. Figure Skating and (iii) home club members of the Club in accordance with provisions of applicable rules of U.S. Figure Skating and (iv) voting members of the Club. In addition, Directors of the Club must be eligible persons, as defined in the eligibility rules of U.S. Figure Skating; provided, however, that one restricted person, one ineligible person and coaches with eligible status may serve as Directors of the Club so long as they do not collectively constitute a majority of the Board of Directors and, further provided, that eligible coaches may serve as Directors of the Club so long as collectively they do not constitute a majority of the total number of Directors of the Club (see, U.S. Figure Skating Membership Rule 4.00, as may be amended from time-to-time).
Number, Term, and Election of Directors. (a) Number of Directors. The number of directors of the Club shall be determined by the number of membership families. 1 director for every 15 member families. The number of directors and executive board must always equal an odd number. If using this formula causes an even number, then an additional director shall be elected or appointed.
(b) Term of Directors: Directors shall serve a term of three (3) years. New Directors shall assume their duties on June 1 of the election year.
(c) Nominations. At a time reasonably in advance of each Annual meeting of the Club, the President shall appoint a nominating committee chairperson who shall appoint a nominating committee consisting of no less than three (3) of the Director’s whose terms are not scheduled to expire at the upcoming annual meeting and two members from the general membership. If and only if, due to the number of current board members running for positions or whose terms are up does not leave three (3) Directors available to be on committee, it is agreed the five (5) member nominating committee may consist of at least one (1) board member. The nominating committee shall not consist of any relatives of any member running for a board position, nor should any members of the nominating committee be related to one another. The nominating committee shall determine and present to the members at a time reasonably in advance of the annual meeting:
1) a list of nominees to stand for election as President, Vice President, Treasurer and Secretary, and a list of nominees to stand for election as Directors to fill the positions of those Directors whose terms shall expire at the annual meeting. Nominees for officer positions must have previously served as a director. The nominating committee shall contact each eligible member and ask if they are interested in running for a board position. The nominating committee shall maintain the nominating list and post at deadline. The nominations will be closed after they are officially posted. The nominees shall be listed in the newsletter prior to the annual meeting. All nominees shall be members in good standing as defined in 4.2(e). The nominees may submit a letter of intent to the nominating committee 7 days after posting for distribution to the membership.
The members shall, by the affirmative vote as required by the provisions of Section 3.18 of these Bylaws, elect the requisite number of Directors and Officers from among the list of nominees. The elections will be conducted by the Chairman of the nominating committee and shall follow the club’s most recent Voting Guidelines and Procedures and shall proceed as follows: President, Vice-President, Secretary, Treasurer, and Board of Directors. Votes will be taken by written ballot unless a candidate is running unopposed, at which time a vote will be taken verbally.
(d) Member in Good Standing. A member in good standing shall pay annual dues and indebtedness and attend at least one general membership meetings.
(i) The voting members may remove one or more directors elected by them with or without cause unless the Bylaws provide that directors may be removed only for cause;
(ii) If a director is elected by a voting group, only that voting group may participate in the vote to remove that director;
(iii) A director may be removed only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors;
(iv) A director may be removed only at a meeting called for the purpose of removing that director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director;
(v) An entire Board of Directors may be removed under paragraphs (i) to (iv) above; and
(vi) A director elected by the Board of Directors may be removed with or without cause by the vote of a majority of the directors then in office or such greater number as is set forth in the Bylaws; except that a director elected by the Board of Directors to fill the vacancy of a director elected by the voting members may be removed without cause by the voting members, but not the Board of Directors.
Election and Term of Office. The Offices of President, Vice President, Secretary and Treasurer will be decided by a vote of the General Membership at an annual meeting according to Section 4.2 (d). Note: If a Directors position is vacated due to the director being elected to an Officer position by the membership, their director position shall be filled by election or appointment.
If the election of officers shall not be held at such event, such election shall be held as soon as convenient thereafter. Each Officer shall hold office until the Officer’s successor shall have been duly elected and shall have qualified, or until the Officer’s earlier death, resignation or removal. Officers are elected yearly and serve a one-year term. They can serve no longer than three consecutive years in the same position.
Authority and Duties of Officers. The Officers of the Club shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the Board of Directors or these Bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.
(a) President. The President shall be the Chairman of the Board, shall preside at all meetings of the Board of Directors, and shall perform all other duties incident to the office of the president and chairman.
(b) Vice President. The Vice-President shall assist the President and shall perform such duties as may be assigned to them by the Board of Directors or the President. The Vice-President shall, at the request of the President, or in the President’s absence or inability or refusal to act, perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions on the President.
(c) Secretary. The Secretary shall (i) keep the minutes of the proceedings of the Board of Directors and membership meetings; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the Club records; and (iv) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.
(d) Treasurer. The Treasurer shall (i) be the principal financial officer of the Club and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board of Directors; (ii) receive and give receipts and a quittances for monies paid in an account of the Club, and pay out of the funds on hand all bills, payrolls and other just debts of the Club of whatever nature upon maturity; (iii) be the principal accounting officer of the Club and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the President and the Board of Directors monthly statements of account showing the financial position of the Club and the results of its operations; (iv) upon request of the Board, make such reports to it as may be required at any time; and (v) perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or the Board of Directors.
STANDARD OF CONDUCT FOR DIRECTORS AND OFFICERS
CONFLICTS OF INTEREST
The undersigned certifies that he/she is the Secretary of Skate Company Skate Club and that he/she is authorized to executive this certificate on behalf of said Club and the foregoing is a complete and correct copy of the presently effective Bylaws of the Club.
Club Executive Secretary
Date June 16th, 2015