- Article IX: Board of Directors and Officers
- Section 9.01 – Number, Tenure, and Qualifications
- Section 9.02 – Board of Directors Powers and Duties
- Section 9.03 – Immediate Past President
- Section 9.04 – Officers
- Section 9.05 – Duties of Officers
- Section 9.06 – Benefits to the Board of Directors
- Section 9.07 – Regular Board of Directors Meetings
- Section 9.08 – Special Board of Directors Meetings
- Section 9.09 – Annual Meeting of the Board of Directors
- Section 9.10 – Quorum
- Section 9.11 – Place of Meetings
- Section 9.12 – Vacancies
- Section 9.13 – Resignation
- Section 9.14 – Absences
- Section 9.15 – Removal of Officer and/or Director
- Section 9.16 – Action Without Meeting
- Article X: Elections
Article IX: Board of Directors and Officers
Section 9.01 – Number, Tenure, and Qualifications
The Board of Directors consists of the Officers enumerated in Section 9.04 and the immediate past President.
Officers are elected by ballot each year to serve for a one year term. They take office on the first day of the membership year as established in Section 4.02 and serve until their successors are elected and qualify.
No Officer will hold more than one elective office at the same time.
Section 9.02 – Board of Directors Powers and Duties
It will be the duty of the Board of Directors to control and manage the property and business of the Club in a prudent and careful manner in the best interests of the Club. The board of directors may adopt rules and establish policies as may be necessary for the efficient management of the Club.
Section 9.03 – Immediate Past President
In addition to serving as an Advisor of the club in the current year, this person will:
- Prepare a written index of important motions passed during his/her term as President. This index is reviewed with the new Board at their first meeting in July.
- Review the by-laws with the new Board of Directors at the last Board of Directors meeting of the membership year established in Section 4.02.
- Holds no voting powers as an Officer, except when there is a tie.
Section 9.04 – Officers
The officers of the club consist of the following:
- Vice President
- Club Treasurer
- Trip Coordinator
- Membership Officer
- Communications Officer
Section 9.05 – Duties of Officers
The following list of duties is given here to provide general guidance to each of the Officers of the club. Where listed, each Officer is responsible for his or her duties. It is encouraged for Officers to appoint their own committee to perform these duties under their guidance. In this way, Officers will be training new candidates for the Board as well as keeping their own personal work load lighter.
- The President is the Chief Executive Officer of the club and endorses official documents issued or published by the club. He/she presides at all meetings of the club and of the Board of Directors. He/she will be responsible for carrying out the by-laws and policies of the club and Board of Directors and to appoint the chairman for and serve as ex-officio member of all the committees. He/she assumes the duties of past president on the Board of Directors immediately after serving his/her term. The President has access to the Club’s account but will only use such privileges in extreme circumstances.
- Vice President, in the absence or upon the resignation of the President, assumes all the powers and duties of the president until a special election is held. He/she is will coordinate of all internal and external public relations for the club. He/she will record and distribute minutes from all Club meetings. He/she shall be responsible for club social activities, other off-snow activities, and coordinating educational programs for the club. He/she will form a financial review committee to review the outgoing Treasurer’s books.
- The Club Treasurer maintains correct accounts of all financial transactions for the Club. He/She advises the membership annually of the club’s financial condition and establishes the budget during the first Fiscal Month of the year. The books of account will, at all times, be open to inspection by any member. A financial review of all accounts will be completed within 30 days after the close of each fiscal year by the outgoing Treasurer. A monthly summary of all club accounts will be compiled at the end of each calendar month.
- With the President’s approval, the Trip Coordinator selects a ski trip committee from the membership, to plan the ski season. The Trip Coordinator and this committee are then responsible for organizing and scheduling all club sanctioned ski trips for the following year. These plans, together with appropriate financial forecasts are reviewed and approved by the Board of Directors.
- The Membership Officer is the chair of the Membership Committee and is responsible for membership recruitment, maintaining a current roster, and handling of all membership and liability forms. The Membership Officer will coordinate with the local resorts to organize the annual Night Club group and will handle all signups for this group. He/She shall coordinate all local area Point of Contacts. The Membership Officer shall organize all Women’s Activities events.
- The Communications Officer will coordinate all club communications, external and internal. The Communications Officer will appoint a Newsletter Chair and Webmaster. A public website will be kept up-to-date, summarizing all club activities and plans and providing information to the benefit of the Club’s membership. A monthly newsletter will be issued at the beginning of each calendar month. The Communications Officer will establish and maintain an effective communications tool to allow the Board to send information to the Club and for Club Members to communicate with one-another.
Section 9.06 – Benefits to the Board of Directors
The Board of Directors will receive comps afforded to the club as a gratuity for their ervices. These shall include, within reason, complimentary lift tickets, season passes, and complimentary rooms on club trips as outlined below. All comps will be documented and will be subject to annual review by the Financial Review Committee. All comps that are given out must be verifiable as given by the resort/host and shall follow the guidelines in the Club’s “Guide to Comps” document.
Section 9.07 – Regular Board of Directors Meetings
Regular meetings of the Board of Directors will be held at least quarterly. Board meeting locations and notice thereof will be made in a manner consistent with Section 9.09 below.
Section 9.08 – Special Board of Directors Meetings
Special meetings of the Board of Directors may be called by the President on 48 hrs. notice to each Officer, either personally or by mail, electronic notification, or by telephone. Special meetings will be called by the President in like manner and on like notice on the written request of a majority of the Board of Directors.
Section 9.09 – Annual Meeting of the Board of Directors
An Annual meeting of the members of the Board of Directors will be held during the first fiscal quarter following the annual election of Officers. The purposes of such annual meeting are to establish a budget for the ensuing fiscal year, to establish goals and objectives, to stablish a tentative calendar of events, to review the obligations of members of the board, and to conduct any other business as may be necessary.
Section 9.10 – Quorum
Five members of the Board of Directors constitutes a majority for the transaction of business, however, at least three votes are necessary to carry a motion.
Section 9.11 – Place of Meetings
All meetings of the Board of Directors will be held at such place as may be fixed from time to time by the President of the Club, within the State of Maryland, as stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 9.12 – Vacancies
A vacancy because of death, resignation, removal, disqualification or otherwise may be filled by a majority vote of the remaining Board of Directors. Any Officer so appointed will serve only for the balance of the un-expired term.
In the event that no Board offices are held, such as the case of the club’s beginning, a group of interested parties will be identified from the general club membership. These individuals will appoint offices based on a majority vote. The board appointed will hold office until the next election.
Section 9.13 – Resignation
Any officer or director may resign from office at any time by giving thirty (30) days written notice to the Board of Directors or to the President.
Section 9.14 – Absences
Any Director who misses more than two consecutive Board meetings or more than three board meetings per year may be dropped from the Board of Directors unless the President has been previously advised of the intended absence. A majority vote of the Board may override dropping an Officer for Absences.
Section 9.15 – Removal of Officer and/or Director
Proceedings for removal from office of an officer or director must be initiated by a vote of 2/3 of the other members of the Board of Directors at a regular board meeting. Notice of such proceeding will be in writing and will state the reason in full and will be served on the officer or director, either personally or by registered mail, addressed at the last known address. Service by mail will be deemed complete upon mailing. Within two weeks of service of the notice, the officer or director may mail to the club or serve personally on an officer or director, other than himself, a written demand for a hearing before the Board of Directors. Such hearing will be held at the next regular board meeting of the corporation. If at the close of such hearing, a 2/3 vote of the other members of the Board of Directors confirms the proceedings against the officer or director, or if the officer or director fails to make timely demand for a hearing, he/she will be removed from office.
Section 9.16 – Action Without Meeting
Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if the following conditions are met:
- For the purpose of this Section, E-mail is considered “writing”.
- All members of the Board are given notice in writing of the proposed action to be taken.
- All members of the Board are given a reasonable time for submitting written responses.
- For those actions requiring voting by members of the Board, a minimum of eight responses in writing must be received to constitute a quorum.
- Actions will carry on a simple majority vote of the quorum.
- Writings concerning the subject action are filed with the minutes of the proceedings of the Board.
Article X: Elections
Section 10.01 – Election Committee
The Election Committee will be appointed at the first Board Meeting of the Calendar Year by a majority vote from the Board . It will consist of the chairman and one or more members who are not on the Board or running for any office. Duties will include:
- Solicit qualified candidates for all offices and board positions.
- Generate an absentee ballot, to be electronically mailed to each member via the club newsletter for March with instructions to electronically mail such ballots to the Election Chairman prior to the first meeting in May. Such absentee ballot will contain space for write in votes.
- Post absentee ballots against a current roster, tabulate votes prior to election night.
- Generate ballots to be used during election meeting.
- Conduct election by distributing, collecting and tabulating ballots during the last general meeting in the membership year or 30 days prior to the end of the membership year, whichever is sooner.
Section 10.02 – Conduction of Elections
During the Election Meeting, those members present who have not tendered an absentee ballot, will receive an election night ballot.
Fifteen (15) percent of the voting membership as established in Section 5.05, including absentee ballots will constitute a quorum for the transaction of elections.
- All members are eligible to run for office. A member wishing to run for the office of President, must have been a member in good standing for at least one year and served on the Board of Directors for a full term of office. If no member meeting these requirements volunteers to run for the office of President, then any member who has been in good standing for at least one year prior to election night, may tender his/her candidacy for the office of President.
- Nominations may be made from the floor, for any office, on election night.
- Candidates will be allowed a short campaign speech.
- Voting will be done in descending order. If a candidate is not successfully elected to an office, he/she may be then nominated for another office from the floor. Voting will be done by written, secret ballot. A plurality will be sufficient to elect where there are more than two candidates for an office, or more than two offices to be filled.
- Marking, collecting, counting of ballots, preliminary announcement of winners, will be executed by the Election Committee during the Election Meeting.