Space Coast Ski & Travel Club, Inc. Bylaws

Transcription

1 Space Coast Ski & Travel Club, Inc. Bylaws ARTICLE I NAME The name of this organization shall be SPACE COAST SKI & TRAVEL CLUB, INC. (SCSTC). The club was incorporated 6 November 1989 under the provisions of the laws of the State of Florida. ARTICLE II PURPOSE The general purpose for which this Corporation is organized is to promote an interest in alpine skiing and snowboarding and to conduct several annual ski and travel trips for members, as well as various social functions throughout the year. The intent is to promote fellowship and to engage in any activity or business permitted under the laws of the United States and of the State of Florida. The Corporation shall be conducted as a nonprofit organization and is organized exclusively for sports and social purposes. ARTICLE III MEMBERSHIP AND DUES 1. The membership year shall run from 1 May through 30 April. Membership commences upon payment of annual dues. 2. Memberships shall fall into the following five classes: a. Single Memberships apply to all individuals who do not fall into another classification. b. Family Memberships apply to husband and wife; husband, wife and children; father and children; mother and children; including step and foster relations; as specified on the membership application. For the purposes of this paragraph, children shall be defined as unmarried children, less than 24 years of age, and living in the home of one of their parents. Furthermore, for the purpose of this paragraph, husband and wife shall be construed to include couples cohabiting in the same residence and in all other respects behaving as a married couple.

2 c. Extended Family Memberships apply to blood related children of the member, such as grandchildren, nieces and nephews. These children must meet the same definition as the children of a regular family membership. d. Honorary Memberships (Lifetime) may be bestowed by a unanimous vote of the Board of Directors and shall continue for the lifetime of the honoree. e. Complimentary Memberships may be bestowed by a majority vote of the Board of Directors and shall continue for a year at a time. 3. Termination of membership shall be accomplished by a 2/3 vote of the Board of Directors or automatically upon default of payment of dues beyond a 60-day period past the start of the membership year, whether or not notice has been given of the default. 4. Dues shall be set by the Board of Directors at the annual meeting. There shall be no dues for honorary and complimentary memberships. 5. No person shall be barred from membership because of race, creed, color, gender, national origin or sexual orientation. ARTICLE IV MEETINGS 1. Business meetings of the Board of Directors shall be held as often as required, at the discretion of the Chairman of the Board, but in no case less than semi-annually. Meetings may be held within or outside the State of Florida at such place as is authorized by the Board of Directors. A quorum of at least 51% of the directors shall be required for a business meeting. The Secretary of the Corporation shall give the Directors at least seven days written notice of the meeting together with an agenda for the meeting and any other materials pertaining to matters that will be decided at the meeting. The Secretary will record the proceedings of the business meetings and keep them with the corporate records. All business meetings of the Corporation shall be open to the membership, but it is not required that the general membership be notified of the meetings. 2. The Annual Meeting of the Corporation shall be held during the last

3 month of the fiscal year. 3. General membership meetings of the Corporation shall be held as called by the Board of Directors. Members must receive at least seven days notice in advance of the meetings. Such notice shall contain the place, time and agenda for the meeting. There shall be no quorum requirements to hold a general membership meeting. 4. Special membership meetings will be held whenever 10% of the members in good standing petition the Board of Directors in writing, stating the purpose of the meeting. The meeting must be scheduled within 72 hours and held within fourteen days. The Secretary must provide notice to the members as provided in paragraph 1, above. ARTICLE V BOARD OF DIRECTORS 1. The affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall consist of the officers of the Corporation, plus such other directors as are elected from the membership of the Corporation. There shall be not less than three (3) nor more than seven (7) total directors, and they shall be elected for a term of two (2) years by a majority vote of the members at the Corporation s annual meeting in even numbered years. Each member of the Board of Directors shall be a member of the Corporation and a resident of Brevard County, Florida. 2. All Board members, whether leading a trip or only participating, represent SCSTC and shall conduct themselves in a respectable manner that represents our club favorably. 3. The President shall be Chairman of the Board of Directors. 4. The Board of Directors shall appoint all Trip Leaders by a majority vote. 5. The Board of Directors shall elect the club s representative to the Florida Ski Council by a majority vote. 6. All Directors, at the end of their tenure, shall turn over to their successor all club documents, files and other materials in their

4 possession. 7. A Director may resign at any time by giving written notice to the Secretary of the Corporation. Said resignation shall take effect immediately upon receipt of the notice by the Secretary. 8. A Director may be removed from office, with cause, by a 2/3 vote of the remaining Directors. 9. If a Director resigns or is removed from office, the remaining Directors may elect a replacement at the next Board meeting. 10. The President shall not act in the capacity as Treasurer, holding concurrent positions, at any time. ARTICLE VI OFFICERS 1. The affairs of the Corporation shall be administered by a President, one (1) or more Vice Presidents, a Treasurer, a Secretary, and a Director of Trips who are all subject to the direction of the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Treasurer. The officers shall be elected by a majority vote of the members at the Corporation s annual meeting in even numbered years, for a term of two years. Candidates must be members in good standing. If the office of President be vacated during the two-year term, it shall be filled by the Vice President. If any other office be vacated, the President shall, with the approval of the majority of the Board of Directors, appoint a replacement. 2. The President is the Chairman of the Board of Directors and the Chief Executive Officer of the club and will see that all decisions and resolutions of the Board of Directors are carried out. He/She will appoint all Special Committee Chairmen, and shall serve as ex-officio member of all such committees. It shall be the duty of the President to assure that all officers fulfill their duties competently, and that all committees fulfill their functions. The President shall receive Familiarization Trip information from the Florida Ski Council and any other sources, and shall appoint the club member to take the trip, giving priority to Directors and Officers, and informing the Secretary of the

5 decision. 3. The Vice President shall exercise the powers and perform the duties of the President during the absence or disability of the President. He/She shall succeed to the presidency in the event that office is vacated. He/she is responsible for coordination of the major social events of the club to include the Extravaganza, Holiday Party and Spring Fling. He/she shall undertake such other duties as assigned by the President. 4. The Secretary shall have custody of the official records, and shall record the minutes of the General Membership Meetings and the meetings of the Board of Directors. Minutes shall not be filed in the corporate records until they have been approved by a majority of the Directors. The Secretary shall maintain copies of all official correspondence in the corporate records or electronically for a minimum period of 5 years. The Secretary shall provide Directors with at least seven days written notice of Board meetings, and members with at least seven days written notice of General Membership Meetings. The Secretary shall make the corporate records available to any member requesting such at a time and place convenient to both parties. 5. The Treasurer shall have custody of all the club funds, and shall provide an accurate record of the receipts and disbursements. He/She shall be responsible for managing the club bank account, depositing all funds into the account, and, except in emergencies, shall draw all checks on that account. All disbursements shall be supported by bills, invoices, contracts or other documents appropriate to the transaction. Directors and Officers shall receive no monetary compensation for their services, but shall have out-of-pocket expenses paid for on behalf of the club, reimbursed upon submission of appropriate invoices, receipts or letters of explanation. The Treasurer shall report profit and loss and balance sheet documentation on the financial status of the club at every Board meeting. After each trip is completed, the Treasurer will finalize the trip account and report it to the Board. Annual budget meetings will be held to determine the budget for the following fiscal year. The account books shall be kept in accordance with the generally accepted accounting practices. Said books may be examined by any member at

6 any time mutually convenient to both parties. The Treasurer shall receive one complementary trip per membership year not to exceed $ in value for compensation of services. 6. The Director of Trips shall be responsible for reviewing and approving proposed contracts and providing guidance and assistance to all trip leaders. He/She must review all travel arrangements, including air, lodging, etc., to ensure each trip meets the requirements of the SCSTC and the Florida Ski Council. The Director of Trips works with all trip leaders to ensure contract payment due dates and deadlines are met and penalties avoided. He/She shall undertake any other duties as assigned by the Chairman of the Board. The President shall review all contracts, records and transactions for any trips where the Director of Trips is said Trip Leader. 7. The Director of Social Media, Newsletter, Facebook, Press Releases and Publicity shall be responsible for regularly posting social media updates to promote trips and activities of the club. He/she shall also coordinate and compile information for the Snowbird electronic newsletter to be sent out on a regular basis. 8. The Webmaster He/she shall continually update and edit all information on the website regarding the club s operations in a timely manner. 9. Delegation of Responsibilities: Each officer may, with the approval of the Board of Directors, appoint one or more assistants and assign them specific duties. The assistants may be given appropriate titles, but the assistants shall not have standing as officers or directors of the Corporation except when substituting for the officer during his/her absence or incapacity. At that time, the assistant shall have and shall faithfully execute the powers of the absent officer. 10. All the officers of the Corporation, at the end of their tenure, shall turn over to their successor all club materials and files in their possession.

7 ARTICLE VII SPECIAL COMMITTEES Special committees may be appointed by the President for special events and purposes. The chairperson of each committee shall be a member of the club in good standing. The committees shall serve until their appointed function is complete or until dissolved by the President. ARTICLE VIII TRIPS 1. All trips shall be available to all members of the club, in accordance with State and Federal laws, on a first come, first served basis recognized by a financial trip deposit when space is limited by transportation or accommodations. A member may participate in some aspects of a trip without participating in all aspects of the trip provided that the member has; a) secured the permission of the Trip Leader, b) filed a properly executed Trip Application with the Trip Leader and c) paid all sums required by the Trip Leader. 2. SCSTC has affiliated itself with the Florida Ski Council and will allow members of affiliated clubs to participate in trips on a spaceavailable basis, subject to provisions to be adopted from time to time by the Board of Directors. 3. Each trip shall be under the control of a Trip Leader. The Trip Leader shall, when appropriate, negotiate the costs with the transportation and accommodation providers, tour operator, resort, etc. The Trip Leader shall submit a written proposal to the Board of Directors for approval, including but not limited to the name of the resort, dates, estimated itemized costs, assessments and special arrangements. For approved trips The Trip Leader shall provide the Director of Trips with copies of all contracts and agreements related to the cost of the trip. The Trip Leader shall insure that all travelers are members of the club and have filed a properly executed trip application. He/She shall have the powers to exercise discretion in the matter of members participating in some selected parts of the trip but not participating in all aspects of the trip. The Trip Leader shall collect the moneys for the trip, assure that the sums are correct and forward the funds to the Treasurer. The Trip Leader shall also give to the Treasurer, when practicable, confirmed copies of all contracts, invoices, bills of

8 sale, etc., before the Treasurer will write checks for the trip expenses. When such supporting documents are not available to the Trip Leader, the Treasurer will accept a written request from the Trip Leader, provided that the request details the reasons for the amount requested, and further provided that the Trip Leader shall obtain and forward to the Treasurer the necessary supporting documents as soon as practicable. 4. The Trip Leader may appoint an assistant. This person shall not be the Trip Leader s spouse or significant other. Out-of-pocket expenses incurred by the Trip Leader or Assistant Trip Leader and reflected in the approved trip proposal will be reimbursed by the Treasurer upon submission of proper invoices, bill of sale, receipts or, when those are not available, a letter of explanation or expense report. 5. The Treasurer shall account for each of the trips separately. 6. Trip Leaders shall submit the required financial records to the Treasurer within 30 days of completion of the trip. ARTICLE IX FISCAL YEAR The Fiscal Year of the Corporation shall run from 1 May through 30 April. ARTICLE X BONDING All Officers and Directors of the Corporation shall be covered by a fidelity bond in an amount not less than the maximum bank balance in the past five years. The premium for said bond shall be paid by the Corporation. ARTICLE XI AMENDMENTS OF THE BYLAWS Amendments to these Bylaws shall be adopted by a two-thirds (2/3) vote of the Directors at a Board of Directors meeting. ARTICLE XII DISTRIBUTION OF ASSETS No part of the net earnings of the Corporation shall inure to the benefit

9 of, or be distributable to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable distributions in furtherance of the purposes set for in Article III of the Articles of Incorporation. ARTICLE XIII DISSOLUTION OF THE CLUB Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501c(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE XIV POLITICAL ACTIVITIES No substantial part of the activities of the Corporation shall be the carrying out of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) in a political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Articles of Incorporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation. ARTICLE XV RECORD OF THESE BYLAWS Adopted by the Board of Directors 19 December 1989 Amended by the Board of Directors 14 November 1990 Amended by the Board of Directors 26 August 1992 Amended by the Board of Directors 17 July 2007 Amended by the Board of Directors - 15 April 2015