Onondaga Ski Club By-Laws

As Revised April 11, 2006

ARTICLE I – MEMBERSHIP

Sec.1 ELIGIBILITY - Membership shall be open to individuals who are skiers or who are interested in the purpose and projects of the Club.

Sec.2 APPLICATION - Application for membership shall be made in writing, in such form as from time to time may be approved by the Board of Directors.

Sec. 3 APPROVAL - The Membership Committee Chairperson, designated on the membership application form, shall approve Applications for membership. Upon payment of dues, as hereinafter prescribed, such member shall be entitled to all of the rights and privileges of membership thereunto pertaining.

Sec. 4 TYPES OF MEMBERSHIP - Every member shall be in one of the following categories:

Adult membership shall be held by a person who has reached eighteen (18) years of age.
Junior membership shall be held by a person who has reached thirteen (13) years of age, but has not reached eighteen (18) years of age. A junior member joining the Onondaga Ski Club must be sponsored by a parent, grandparent or legal guardian who is a Club member.

Sec. 5 RESIGNATION - Resignation of membership shall be made to the Membership Committee Chairperson in writing. Such resignation will not cancel any debts of the member owed to the Club. Nonpayment of dues shall also constitute resignation.

Sec. 6 SUSPENSION - A member may be suspended for a period or expelled for cause such as violation of any of the By-Laws or for conduct prejudicial to the best interests of the Club. Such suspension or expulsion shall be by a two-thirds (2/3) vote of the Board of Directors, provided that a statement of the charges shall have been mailed by registered mail to the member under charges at the member’s last recorded address at least fifteen (15) days before final action is taken thereon; this statement shall be accompanied by a notice of the time and place the Board of Directors is to take action. The member shall be given an opportunity to present a defense at the time and place mentioned in such notice.

ARTICLE II - DUES

Sec. 1 BILLING - Notice for annual dues for the following year shall be published in the September issue of the Schuss Boomer.

Sec. 2 DUE DATE – The annual dues for membership shall be payable by October 15 of each year. Any member whose annual dues are not paid by October 15 shall be dropped automatically from the membership roll.

Sec. 3 AMOUNTS – Annual dues will be set by the general membership and approval by a majority wote of the members present.

Sec. 4 NON-PRORATION OF DUES – The annual dues for any new member, or for any former member dropped from the membership roll for non-payment of dues, shall not be reduced in consideration of the date he or she becomes a member.

Sec. 5 FISCAL YEAR – The fiscal year of the Club shall extend from May 1 to April 30 of the succeeding year.

Sec. 6 INITIATION FEE – There shall be an initiation fee for each new adult member in the amount of $5.00. A one-year grace period shall be extended to former members who have allowed their membership to lapse.

ARTICLE III – MEETINGS

Sec. 1 ANNUAL MEETING – There shall be an annual meeting of the Club on a date between the 1^st of April and the 30^th of April in each year for the election of officers and members of the Board of Directors whose terms will expire on the next 30^th day of April, and for receiving the annual reports from the officers, directors and committees, and for the transaction of other business. Notice of the meetings shall be mailed, except as herein or by statute otherwise provided, to the last recorded address of each member at least 10 days and not more than 40 days before the time appointed for the meeting. Such notice shall set forth the place, date, time and purpose of the meeting. Notice of the meetings shall be posted in the Calendar section of the OSC (Onondaga Ski Club) web site and in the Calendar section of the Schuss Boomer, providing at least 10 days notice to members.

Sec. 2 SPECIAL MEETINGS – Special meetings of the Club may be called by the Board of Directors. On the written request of twenty (20) members of the club, the Board of Directors shall call a special meeting of the Club to consider a specific subject. Notice for any special meeting shall be given in the same manner as for the annual meeting. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the Club.

Sec. 3 GENERAL MEMBERSHIP MEETINGS – Notice of general membership meetings shall be published in the Schuss Boomerand posted in the Calendar section of the OSC web site.

Sec. 4 QUORUM – For Annual, Special and General Membership Meetings, the presence of at least 10 percent (10%) of the members entitled to vote shall be necessary to constitute a quorum for the transaction of business. If it is necessary to reschedule an Annual, Special or General Membership Meeting in order to provide a quorum for the transaction of business, the notification of the rescheduled meeting shall meet the same requirements as the original meeting.

Sec. 5 INSPECTORS OF ELECTION – Two inspectors of election shall be chosen by vote of the members at each annual meeting. They shall act as inspectors of election at the annual meeting and at all special meetings until the next annual meeting.

Sec. 6 VOTING – Each adult member shall have one (1) vote. Junior members shall not be entitled to vote. All questions shall be decided by a majority vote of the members present, in person, and voting unless otherwise therein prescribed.

Sec. 7 ORDER OF BUSINESS – The order of business shall be as follows at all meetings of the Club and of the Board of Directors:

Determine that a quorum exists.
Proof of notice of meeting
Reading of the minutes
Receiving of communications
Election of inspectors of election
Reports of officers
Reports of committees
Unfinished business
Election of officers and new members of the Board of Directors
New business

The order of business may be altered or abbreviated at the discretion of the President or acting President.

ARTICLE IV – DIRECTORS

Sec. 1 NUMBER – The Board of Directors shall consist of the officers of the Club and thirteen (13) directors.

Sec. 2 ELIGIBILITY – To be eligible for a directorship of the Club, one must have been an adult member of the Club for at least one (1) year immediately preceding his/her election and to maintain his/her membership in good standing throughout his/her term of office.

Sec. 3 ELECTION OF DIRECTORS AND TERM – Nominations for directors shall be made by a Nominating Committee and as otherwise provided pursuant to Article VII, Section 3 of these By-Laws. At each annual meeting of the Club a number of directors equal to the number of directors whose terms will expire on the next 30^th of April shall be elected for a term of three (3) years, except that additional directors shall be elected to fill the un-expired terms of any vacancies under Article IV, Section 9. Any director may be reelected but not to exceed two (2) consecutive full terms. The members of the Board shall continue in office until their successors shall be duly elected and qualified. The immediate Past President shall automatically become a member of the Board of Directors.

Sec. 4 DUTIES OF DIRECTORS – The Board of Directors shall:

Hold Board meetings;
Admit members and suspend or expel them;
Approve the establishment of committees and appointment of committee chairpersons chosen from the membership of the Club;
Review and approve the budget, audit bills and disbursement of the funds of the Club;
Employ servants and agents;
Devise and carry into execution such other measures as they deem proper and expedient to promote the objects of the Club and to best protect the interest and welfare of the members;
Serve on committees as appointed by the President;
Fill vacancies on the Board of Directors in accordance with Article IV, Section 9.
Approve the purchase or sale of real property for the use and benefit of the Club. Any purchase or sale of real property requires ratification by the membership at a membership meeting.

Sec. 5 MEETINGS OF THE BOARD – There shall be at least one meeting of the Board of Directors each month. Notice of meetings of the Board shall be posted at least 10 days prior such meeting in the Calendar section of the OSC web site and shall set forth the place, date and time of the meeting. The President may, when he or she deems it necessary, or the Corresponding Secretary shall at the request in writing of five (5) members of the Board, issue a notice of special meeting of the Board. The Corresponding Secretary shall thereupon transmit in person or by telephone or by electronic mail a notice of the special meeting at least two (2) days before the special meeting date to each Officer and Board member.

Sec. 6 QUORUM – Ten (10) members of the Board of Directors shall constitute a quorum for the transaction of business. In the absence of the President and Vice President, the quorum present may choose an acting president for the meeting. If a quorum is not present at the scheduled meeting no business may be acted upon. If pending business requires action, the President may reschedule the meeting. The Corresponding Secretary shall thereupon transmit in person or by telephone or by electronic mail a notice of the rescheduled meeting at least two (2) days before the rescheduled meeting date to each Officer and Board member.

Sec. 7 VOTING – Each director shall have one (1) vote. All questions shall be decided by a majority vote of the directors present in person unless otherwise herein prescribed.

Sec. 8 ABSENCE – Should any member of the Board of Directors be absent from three (3) meetings of the Board in a single year (fiscal) without a reasonable excuse therefore and without sending a communication to the President or Recording Secretary stating the reason for such absences, and if said member’s excuse should not be accepted by the Board, that seat on the Board may be declared vacant, and the Board of Directors may forthwith proceed to fill the vacancy, as provided under Section 9.

Sec. 9 VACANCIES – Whenever any vacancy occurs on the Board of Directors by death, resignation, or otherwise, it shall be filled by a majority vote by ballot of the remaining members of the Board at the next regular meeting of the Board. The person so chosen shall hold office until the next 30^th of April.

Sec. 10 REMOVAL OF DIRECTORS – Any one or more of the directors may be removed by:

a) A vote of two-thirds (2/3) of the members of the Club present at a special meeting of the Club called for that purpose; or

b) A vote of three-fourths (3/4) of the directors present at a meeting of the Board of Directors called for that purpose.

Sec. 11 COMPENSATION OF DIRECTORS – Directors shall serve without compensation form the Club, but may be reimbursed for expenses.

ARTICLE V – OFFICERS

Sec. 1 DESIGNATION – The officers of the Club shall be a President, a First Vice President, a Second Vice President, a Recording Secretary, a Corresponding Secretary, and a Treasurer.

Sec. 2 METHOD OF ELECTION – The members of the Club at the annual meeting shall elect all officers for a term of two (2) years, per Article V, Sec. 4. Officers shall be elected by a plurality of the votes cast for each office.

Sec. 3 ELIGIBILITY - To be eligible for the office of President, First Vice President, Second Vice President, and Treasurer, a nominee must have been an adult member of the Club for at least two (2) of the immediate preceding years. To be eligible for the office of Corresponding Secretary and the office of Recording Secretary, a nominee must have been an adult member of the Club for one (1) YEAR IMMEDIATELY PRECEEDING. No officer shall hold any one office for more than two (2) consecutive terms.

Sec. 4 TERM OF OFFICE – The term of office of the officers shall be for two (2) years, with the President, Second Vice President, and Recording Secretary elected on the even year and the First Vice President, Treasurer, and Corresponding Secretary elected on the odd year, extended from the first day of May to the thirtieth day of April of the designated year.

Sec. 5 DUTIES OF THE OFFICERS – The duties and powers of the officers of the Club shall be as follows:

a) PRESIDENT – The President shall preside at the meetings of the Club and of the Board of Directors and shall be a member ex-officio, of all committees except the Nominating Committee. The President shall also, at the annual meeting of the Club and at such other times as the President deems proper, communicate to the Club or to the Board of Directors such matters and make suggestions as may tend to promote the best interests of the Club and its purposes, and shall perform such other duties as are necessarily incident to the office of President of the Club. The President shall appoint such committees as deemed necessary to carry out the work of the Club. Such appointments made by the President shall be subject to consent of the Board of Directors.

b) VICE PRESIDENTS -

1. The First Vice President shall assume all duties of the President in his/her absence or disability. He/she shall be responsible for the functioning and proper coordination of all committees.

2. The Second Vice President shall assist the First Vice President in the function of his/her duties and assume the duties of the First Vice President in his /her absence.

c) RECORDING SECRETARY - It shall be the duty of the Recording Secretary to keep a record of all meeting of the Club and of the Board of Directors; to notify the officers and directors of the Club of their election, and to notify members of their appointment to committees. The Recording Secretary shall be the keeper of the Seal of the Club.

d) CORRESPONDING SECRETARY – It shall be the duty of the Corresponding Secretary to conduct all correspondence directed by the officers of the Board of Directors and to give written notice of all meetings of the Board of Directors at least ten (10) days prior to the meeting date and to notify all members of the Club of special meetings as specified elsewhere herein.

e) TREASURER – It shall be the duty of the Treasurer to

1. Receive and be custodian of all funds of the Club

2. Deposit all sums received in a bank or banks, approved by the Board of Directors

3. Disburse the funds of the Club upon the authorization of the Board of Directors

4. Keep an account of all monies received and expended

5. Make a report at the Annual Meeting or when called upon by the President or Board of Directors.

6. And serve as a chairperson of the Finance Committee.

Sec. 6 TREASURY CONTROL AND RECORDS- Funds in excess of five hundred dollars ($500.00) may be withdrawn from any account only upon the signature of both the Treasurer and the First Vice President or President. The funds, books and vouchers in the Treasurer’s hands shall at all times be under the supervision of the Board of Directors and subject to its inspection and control or such inspection and as it may direct. At the expiration of the term of office the Treasurer shall deliver over to the Treasurer-elect all books, monies and other property, or, in the absence of the Treasurer elect, to the President. In case of the absence or disability of the Treasurer, the Board of Directors may appoint a Treasurer pro-tem.

Sec. 7 BOND OF TREASURER – The Treasurer shall, if required by the Board of Directors, give to the Club such security for the faithful discharge of duties as the Board may direct, but the expense of such security shall be borne by the Club.

Sec. 8 REMOVAL OF OFFICERS – Any one or more of the officers may be removed by a vote of three fourths (3/4) if the Directors present at a special meeting the Board of Directors call for that purpose. Alternatively, any one or more of the officers may be removed by a vote of two thirds (2/3) of the members of the Club present at special meeting of the Club called for that purpose.

Sec. 9 VACANCIES - All vacancies in any office, except the Presidency, shall be filled by the Board of Directors without undue delay, at its regular meeting or at a meeting specially called for that purpose.

Sec. 10 COMPENSATION OF OFFICERS – Officers shall serve without compensation from the Club, but may be reimbursed for expenses.

ARTICLE VI – PROCEDURE

All matters of procedure not specifically covered by the Charter or By-Laws shall be determined by Robert’s Rules of Order.

ARTICLE VII – COMMITTEES

Sec. 1 POLICY – It shall be the policy of the Club that projects be carried out by committees of the members who shall operate by holding meetings and arriving at decisions by agreement of a majority of the committee. It shall be contrary to the policy of the Club for Club projects to be carried out by one member. Regular reports of committees shall be made by the chairperson of each committee to and for the consideration of the Board of Directors. Each committee shall have a chairperson. The President shall appoint the members of the committee.

Sec. 2 COMPENSATION – Any person who serves on a committee shall do so without compensation from the Club, but may be reimbursed for expenses.

Sec. 3 THE NOMINATING COMMITTEE -

a) A nominating Committee shall be appointed by the Board of Directors at their meeting in January of each year.

b) The Nominating Committee shall consist of at least five (5) members whose names shall be made public in the next Schuss Boomer following their appointment.

c) The Nominating Committee shall nominate one or more candidates for each office and for each directorship to be filled.

d) A written petition designating a person as a candidate for an office or directorship signed by no less than five (5) members shall be sufficient to nominate such person subject to the provisions of sub-section (f) below. Such petitions shall be invited from the membership by the Nominating Committee in the same issue of the Schuss Boomer in which the names of the Nominating Committee are made public. Such petitions must be submitted to the Nominating Committee no later than fifteen (15) days prior to the election.

e) Written notice of the names of those nominated by the Nominating Committee shall be posted on the OSC web site and listed in the Schuss Boomer at least thirty (30) days prior to the election.

f) All persons nominated must agree to serve if elected.

Sec. 4 FINANCE COMMITTEE – The finance committee shall recommend an annual budget to the Board of Directors and at each meeting of the Board of Directors advise the Board as to the financial conditions of the Club. The Treasurer shall serve as Chair of the Finance Committee.

Sec. 5 THE TRIP COMMITTEE –

a) The Trip Committee shall be comprised of at least two members of the Board of Directors and such other members as approved by the President.

b) The Trip Committee shall be responsible for reviewing and approving or denying all proposals for Club-sponsored trips requiring the use of or advancement of funds from the Club.

c) The Trip Committee has the authority to approve the advance of Club funds to reserve a Club-sponsored trip up to two thousand dollars ($2000.00) per trip, up to an aggregate limit as set by the Board of Directors in its annual budget. Funds advanced by the Club are to be repaid to the Club by those members participating in such Cub-sponsored trip. Nothing in this section is intended to effect or impair the requirement of co-signators necessary to withdraw funds as provided in Article V Section 6, but the approval of the Trip Committee for the advancement of funds shall suffice in lieu of approval by the Board of Directors.

Sec. 6 THE LODGE COMMITTEE –

a) The Lodge Committee shall be comprised of at least two members of the Board of Directors and such other members as approved by the President.

b) The Lodge Committee shall be responsible for insuring, maintaining, repairing, improving and renting the Lodge, the real property upon which it sits, and all appurtenances.

c) The Lodge Committee shall have the authority to approve, in lieu of approval by the Board of Directors, an expenditure of Club funds as necessary for maintenance, operation, repairs or capital improvements to the Lodge up to the amount as established by the Board for such purpose in its annual budget. Expenditures of any greater amount require the approval of the Board of Directors, unless covered by insurance on the premises. Nothing in this section is intended to effect or impair the requirement of co-signators necessary to withdraw funds as provided in Article V Section 6.

d) The rates for the Lodge shall be set by the Lodge Committee.

ARTICLE VIII – AMENDMENTS

Sec. 1 NOTICE – These By-Laws and the Certificate of Incorporation may be amended at the annual or at a special meeting. The meeting shall conform to the Article III of this document. Notice of By-Laws Amendments Proposal shall contain the text of any section for which an amendment is being proposed, the text of the proposed amendment, and the description of the purpose of the proposed amendment. The amendment proposal shall be posted on the OSC web site and in the Schuss Boomer at least 10 days prior to the meeting for voting. Adoption of the proposed amendment shall require a two thirds (2/3) vote of the members present and voting.

Sec. 2 INITIATION – An amendment of these By-Laws or the Certificate of Incorporation may be proposed by the Board of Directors or by a petition signed by at least fifteen (15) Club members