By-Laws of the Greater Grand Rapids Ski Club
Revised January 2006
Voted and approved on by the Current Board 2/13/06
Mission Statement
The Greater Grand Rapids Ski Club is made up of members that are united by the common bond of devotion to skiing and enjoy a variety of ski-related and other activities throughout the snow months, and then extend their fellowship throughout the year through activities that are organized by the governing board and other dedicated members of the organization.
Membership in the club consists of men and women whose skiing abilities range from non-skiing beginners to expert skiers. New members join each year to learn the sport and participate in apres-ski activities as well as other activities organized by the club.
Core Values
Members of the club are bound by a code of conduct that exhibits good sportsmanship and etiquette. The club leadership and membership display values that will have a positive impact on the club and community we live in.
Guiding Principles and Values
- Mutual respect and consideration for fellow members, the community and society in general.
- Appreciation for an active life style.
- Care and appreciation for the outdoor environment.
Skier and Snow Boarder Code of Conduct
Everyone is expected to know and abide by these rules. Failure to follow this code could result in the removal of your skiing or snowboarding privileges within the control of the Greater Grand Rapids Ski Club authorized trips. Following the code helps make your experience safer and more enjoyable.
- Always stay in control. You must be able to stop or avoid other people or objects.
- People ahead of you have the right-of-way. It is your responsibility to avoid them.
- Do not stop where you obstruct a trail or are not visible from above.
- Before starting downhill or merging onto a trail, look uphill and yield to others.
- If you are involved in or witness a collision or accident, you must remain at the scene and identify yourself to the Ski Patrol.
- Always use proper devices to help prevent runaway equipment.
- Observe and obey all posted signs and warnings.
- Keep off closed trails and closed areas.
- You must not use lifts or terrain if your ability is impaired through use of alcohol or drugs.
- You must have sufficient physical dexterity, ability and knowledge to safely load, ride and unload lifts. If in doubt, ask the lift attendant.
BY-LAWS OF THE GRAND RAPIDS SKI AND SPORTS CLUB
Article I Organization
The name of the organization shall be the Greater Grand Rapids Ski Club.Article II Purpose
The purpose of this club is to encourage and foster friendships and social interaction through the active participation in year-round activities.
Article III. Fiscal Year
The fiscal year of the club shall be July 1 through June 30.
Article IV. MEMBERSHIP
Membership in this organization shall be open to all men and women who have attained the age of eighteen (18) years. However, no individual shall be admitted as a member unless he or she has completed:
- a valid application for membership and
- a waiver of liability.
The membership shall be one year starting November 1 upon receipt of annual dues. Membership may be revoked or suspended by a vote of ¾ of the governing board.
MEMBERSHIP CLASSIFICATIONS
Membership in the club shall be designated as Individual or Household.
- Individual Membership held by one person, 18 years of age or older.
- Household Membership held by husband and wife or two adults sharing the same address and 18 years old or over. Their dependants under 18 years old may participate in club activities under such a family membership, enjoying the same privileges as members. However, except for ski lesson programs, they must be accompanied by one or both parents, or guardians, at such activities.
MEMBERSHIP DUES
Dues shall be set by the Board on an annual basis in an amount necessary to meet the fiscal needs of this organization. The amount of the annual dues shall be determined on or before the start of the fiscal year. Dues adjustments must be approved by at least 75% of the voting Governing Board Members.
All new Individual and Household members will be assessed a new member fee as set by the Governing Board. Prior membership that has lapsed for one year must be renewed at the new member rate.
No individual shall be entitled to participate in any activity where a trip application and a fee is required unless they are a member in good standing. This policy does not apply to events open to the public. (e.g. TGIFs or Rush Parties)
Article V. GENERAL MEMBERSHIP MEETINGS
General Membership Meetings are held during the course of the year as determined by the Governing Board with at least one annual meeting.
A quorum for voting by the membership at the General Membership Meetings shall be 10% of the total membership. A 51% majority must be carried for all voting, except on membership assessments requiring a 2/3 majority.
Notice of a General Membership Meetings shall be made at least 10 days prior to such a meeting.
Article VI. ELECTED OFFICERS
President: The office of the President shall be voted upon during the annual election. No member shall be elected to the office for more than two years consecutively. One year experience working on the board is required to be a candidate for this position.
Vice President: The office of Vice President shall be voted upon during the annual election. No member shall be elected to this office for more than two years consecutively.
Secretary: The office of Secretary shall be voted upon during the annual election. Members At Large: Three Members At Large shall be elected to the Governing Board during the annual election.
Article VII. APPOINTED OFFICERS
The Governing Board shall appoint the following additional officers by a two thirds vote of the members of the Governing Board:
Three Members At Large
Trip Director The Governing Board shall appoint a trip director by April 1st and assistant trip director(s) as needed for the fiscal year. The assistant director(s) will not be a voting member(s) of the board. No member shall be appointed to this office for more than two years consecutively.
Chief Financial Officer (CFO) The CFO is appointed by the Governing Board in February for a one year term starting June 1. No member shall be appointed to this office for more than two years consecutively.
Treasurer: The Treasurer is appointed by the Governing Board in February for a one year term starting June 1. No member shall be appointed to this office for more than two years consecutively.
Chair of the Board: The Chair is elected by the Governing Board and is not an officer. He or she is a voting member of the Board and was a member of a previous Governing Board, preferably a past President. No member shall be elected to this office for more than two years consecutively.
Article VIII. ELECTION PROCEDURES
The Board appoints the Nominating Committee Chair.
Nominations: The Nominating Committee shall submit at least one name for each office and at least three names for Members at Large into nomination before elections. The list of nominees shall be provided to the membership at least 10 days prior to a General Membership Meeting to be held before the end of March. At this meeting prior to elections, additional nominations from the floor are encouraged.
Elections: Ballots for nominees submitted by the nominating committee and any added at the General Membership Meeting shall be mailed as soon after the meeting as practical. Results will be tabulated two weeks after mailing. Names of those elected will be published in the first subsequent newsletter. A meeting of the Governing Board should be held as soon as possible after the election, however, actual assumption of office shall not be until June 1.
Voting: Voting shall be done by members 18 years of age and over. Each household member 18 years of age and over is entitled to one vote.
Article IX. DUTIES OF THE OFFICERS AND THE GOVERNING BOARD
President:
The President presides at all meetings of the General Membership and of the Board.
The President approves all appointments of committee chairs except the nominating committee chair.
The President in consultation with the Governing Board of Directors may appoint any other committees as may be necessary from time to time to conduct the affairs of this organization.
Vice President: The Vice President assists the President and presides at Board Meetings in the absence of the President, and oversees and assists the chairs of all the operating committees.
Secretary:
The Secretary takes minutes of all meetings and reports minutes of previous meetings.
The Secretary shall be the official custodian of the records of this organization.
Chief Financial Officer (CFO):
The Chief Financial Officer of the organization is charged with the responsibility for the establishment and operation of effective internal accounting controls so as to safeguard the assets of the organization. The CFO will manage a committee to audit financial Records of this organization at a minimum annual frequency.
The CFO shall maintain accounting and financial records and systems to effectively and accurately record the financial transactions of the organization including the reporting thereof.
The CFO shall present to the Board of Directors, on or before the start date of the fiscal year, a budget covering the fixed expenses for the fiscal year. On a monthly basis, the CFO will report to the Board of Directors a Budget Variance Report comparing the actual revenue and expenses compared to the budgeted amounts on a monthly and year-to-date basis.
The CFO shall provide to the Board of Directors, on a monthly basis, financial statements, including a bank reconciliation, prepared in accordance with generally accepted accounting guidelines. Such financial statements shall be physically affixed to the minutes of the Board of Directors of such meetings and made available to the general membership, upon request.
The CFO is responsible to insure that club policies and financial controls are implemented appropriately and is responsible for corporate filings to State and IRS.
Treasurer:
The Treasurer shall have the care and custody of all monies belonging to the organization and shall be responsible for such monies or assets of the organization.
The Treasurer must be one of the officers who shall sign checks or drafts of the organization.
The Treasurer shall render on a monthly basis a written account of the finances of the organization.
The Treasurer is responsible to insure that club policies and financial controls are implemented appropriately.
Chair of the Board:
The Chair of the Board advises the board on matters of history, planning and policy.
Trip Director:
The Trip Director presents the schedule of trips for board approval in time for the September newsletter.
The Trip Director directs and supervises trip leaders, monitors trip leaders, trip applications and administers trip contracts.
The Trip director should secure competitive bids for all overnight trips being proposed.
The Trip Director complies with and enforces the club’s trip policies and procedures.
The Trip Director will make recommendations to the Board for appointment of assistant trip director(s).
Board Members At Large:
Each of the Board Members At Large will serve as chair of one of the following standing committees:
Social
Publicity
Advertising
Activities
Communications
Membership
Article X MEETINGS OF THE BOARD
Meetings of the Governing Board are open to all members of the Club. For board meeting times and places refer to the newsletter or contact any member of the Governing Board. These meetings are held monthly.
A quorum at a Meeting of the Governing Board shall consist of at least 51% of the Governing Board. Normal voting shall require a 51% majority of those present unless otherwise indicated in these by-laws.
Written notice must be sent to each member of the Governing Board member at least seven days prior to a special meeting of the governing Board. Written notice and/or the seven-day requirement may be waived by mutual consent of ¾ of the Board.
Article XI. LOSS OF OFFICERS
President: If the office is vacant, the Vice President shall assume the duties and responsibilities of the President for the remainder of the term.
Vice President: the President shall appoint a new Vice President with the concurrence of the Board. (2/3 majority required)
Secretary: the President shall appoint a new secretary with the concurrence of the Board. (2/3 majority required)
Chief Financial Officer: the President shall appoint a new CFO with the concurrence of the Board. (2/3 majority required)
Treasurer: the President shall appoint a new treasurer with the concurrence of the Board. (2/3 majority required)
Members at Large: When a position as a Member At Large is vacated, the Governing Board shall have the power to fill said vacancies by appointment, subject to the usual 2/3 majority requirement.
Removal for non-attendance: A member of the governing board that misses three consecutive meetings may be removed, subject to the discretion of the board.
Article XII AMENDMENTS TO THE BY-LAWS:
Amendments to these by-laws may be made by a vote of 2/3 of the Board at a meeting of said Board. Written notice of such a vote must be submitted to the Members of the Board at least 10 days before such a meeting. Amendments will be published in the first newsletter following their adoption by the board. Such amendments are subject to removal or change by the General Membership as follows. “The General Membership may change a by-law which has been adopted by the Board of Directors, or adopt a new by-law, by presenting a motion and securing approval at a General Membership Meeting, subject to the conditions in Article V.
ARTICLE XIII – INDEMNIFICATION
Limitation of Volunteer Director and Officer Personal Liability
The membership adopt the provisions of Section 209(c) of the Nonprofit Corporation Act (MCL 450.2209), a provision that eliminates the personal liability of a volunteer director or volunteer officer to the corporation or its members for monetary damages for a breach of the director's or officer's fiduciary duty. This provision does not eliminate or limit the liability of a director or officer for any of the following:
- A breach of the director's or officer's duty of loyalty to the corporation or its members.
- Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law.
- A violation of section 55191.
- A transaction from which the director or officer derived an improper personal benefit.
- An act or omission occurring before the effective date of the provision granting limited liability.
- An act or omission that is grossly negligent.
Assumption of Liability for Acts of Volunteer
The membership adopt the provisions of Section 209(e) of the Nonprofit Corporation Act (MCL 450.2209), a provision that a nonprofit corporation assumes the liability for all acts or omissions of a volunteer director, volunteer officer, or other volunteer occurring on or after the effective date of the provision granting limited liability if all of the following are met:
- The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority.
- The volunteer was acting in good faith.
- The volunteer's conduct did not amount to gross negligence or willful and wanton misconduct.
- The volunteer's conduct was not an intentional tort.
- The volunteer's conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in section 3135 of the insurance code of 1956, Act No. 218 of the public Acts of 1956, being section 500.3135 of the Michigan Compiled Laws.
Indemnification of Directors and Officers
The corporation shall indemnify any Director or Officer of the corporation who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that he or she is or was a Director or Officer, or is or was serving at the request of the corporation in another capacity, to the fullest extent permitted by the Michigan Nonprofit Corporation Act, but subject to any limitations provided in the corporation's bylaws.
Purchase of insurance.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee, or agent of the Corporation against any liability asserted against him or her and incurred by him or her in that capacity, or arising out of his or her status in that capacity, whether or not the Corporation would have the power to indemnify him or her against liability under the provisions of this Article or the Michigan Non Profit Corporation Law, but subject to any limitations provided in the Corporation’s bylaws.
Reviewed and recommended by Ned Hughes, Gussie Farris, Gary Goessel 1/30/2006
Approved by the Governing Board of Directors 2/13/06