Adopted January 13, 2009
ARTICLE I – NAME
The name of the organization is “Skihawks”, hereinafter referred to as “the Club”.
ARTICLE II – ORGANIZATION AND PURPOSE
The Club is a non-profit, social organization corporation incorporated under the laws of the State of Washington, organized for the purpose of serving as a social organization for active adults and, in the service of the membership, to organize and coordinate a variety of trips and activities throughout the year that support an active and healthy lifestyle and encourage and support social interaction among the members.
ARTICLE III – OFFICES
The location and address of the registered office and the agent of the Club shall be the location and address of the current president and the current president shall be the registered agent.
ARTICLE IV – MEETINGS
SECTION 1 – REGULAR MEETINGS
a) The Club shall meet at least twelve times annually with meetings scheduled for every 2nd Tuesday of each month. In the event of a conflict with holidays or other situation, the board may change the date of a meeting and will, except for emergency situations, provide at least 30 days advance notice of the change to the membership.
b) The board shall meet from time to time and at such locations as the board members may agree upon. Club members may monitor board meetings but may not involve themselves in business discussions unless a member has requested to be placed on the agenda prior to the convening of the board.
SECTION 2 – SPECIAL MEETINGS
a) The president may call for special meeting of the full Board as needed to accomplish the objectives of the Club.
b) A special meeting of the membership may also be called at any time, upon the request of any board officer or by petition of one-third of the membership, in which case the secretary shall call a special meeting of the members to be held at such time as the secretary may fix, not less than ten days nor more than thirty-five days after receipt of the request. If the secretary neglects or refuses to issue such a call, the board officer or members making the request may do so.
SECTION 3 – NOTICE OF MEETING:
a) No notice of the regularly scheduled membership meetings shall be required except as is posted on the website calendar or as published in the newsletter.
b) Persons authorized to call special membership meetings shall ensure that written notice of the time, place, and purpose of the meeting is given to all members of record entitled to vote at such meeting at least ten days prior to the date named for the meeting. Notice shall be deemed to have been given to any member if it was sent via internet email or via the US Postal Service using the current email or postal address as listed in the current membership roster.
SECTION 4 – CONDUCT OF BUSINESS OUTSIDE OF BUSINESS MEETINGS
When necessary to expedite a business decision relative to a non-controversial question that is not expected to entail extensive discussion, the president may entertain a motion and subsequent vote by the board electronically, e.g., via email or telephone. Procedures for the conduct of an electronic meeting shall be specified in the Skihawks Policy and Procedures Manual.
SECTION 5 – QUORUM
For purposes of voting, fifty percent of the board officers currently serving will constitute a quorum, which will be necessary to conduct official business.
ARTICLE V – BOARD MEMBERS
SECTION 1 – NUMBER AND QUALIFICATIONS
The business affairs of the club shall be managed by a board of officers, hereinafter referred to as “The Board”, composed of seven elected and voting members.
(Amended September 8, 2015)
SECTION 2 – ELECTION AND TERM OF OFFICE
The Board shall be elected to a one-year term. The Board members (also referred to as “officers”) shall hold their office until the next election and their successors are chosen and qualified to take office.
SECTION 3 - ABSENCE FROM MEETINGS AS CAUSE FOR REMOVAL
Upon convening of any official board meeting the president shall take roll and the secretary shall record those members present and those members absent for inclusion in the minutes. A board member who accrues three consecutive, unexcused absences from meetings shall automatically be deemed to have resigned unless specifically reinstated by a majority vote of the board members at the meeting following the third absence. If the board member in question is present at that meeting, he or she may present extenuating or mitigating circumstances to the board but may not vote on the removal.
SECTION 4 – VACANCIES:
If a vacancy exists on the board, the President may present a nominee to the board for approval by majority vote of the Board and the notice to the membership of the vacancy and the approved nominee will be published in the newsletter and/or via internet email and postal mail as appropriate, provided that at least 20 days notice is provided the membership prior to the next scheduled membership meeting. Nominations from the floor for vacant office shall also be accepted. The nominee receiving a majority vote from the membership present, exclusive of the board officers shallimmediately assume office to serve out the remaining term of thereplaced board member.
Alternatively, the President, with board approval, may appoint an ineligible member (e.g., a member unable to serve a third consecutive term) to perform the functions of a vacant board position if that person is willing to continue critical duties in the absence of a replacement for that office and to attend board meetings to the extent necessary but without casting a vote. That person shall be eligible to again serve as an elected officer for another two consecutive years after one year of non-voting service.
SECTION 5 - REMOVAL OR RECALL OF OFFICERS
A board member may be recalled by a recall election initiated by a petition bearing one-third of the signatures of the membership in good standing presented to the president with a copy to each member of the board. Notice of the recall and election of the replacement shall be undertaken as described in the previous section.
An officer may be removed by a vote of the board meeting at any meeting at which at least six officers are present and at least five officers vote for removal.
SECTION 6 – RE-ELECTION OF BOARD MEMBERS
Board members may serve two consecutive terms but may not serve a third and fourth term without a break of at least one year between the second and third term.
ARTICLE VI – DUTIES OF OFFICERS
SECTION 1 – OFFICERS ENUMERATED – SELECTION
The officers of the club shall be a President, Vice President, Secretary, Treasurer, Website Manager, Summer Activities Coordinator, and Winter Activities Coordinator, all of whom shall be selected by the board members at the first meeting of officers held after the May election of the board. Officers shall continue in office until their successors are elected and qualified.
SECTION 2 – QUALIFICATIONS:
Board officers must be adult, bona fide members of the Skihawks club in good standing at the time of their election.
SECTION 3 – RESPONSIBILITIES:
a) The board shall be responsible for directing all club activities, providing fiduciary oversight of all club funds, conduct of all administrative tasks, membership recruitment, maintenance of a positive public image, and serving as an example of good behavior and integrity for the membership.
b) The individual officers shall be responsible for the performance of the duties and functions as prescribed in the following sections for each office.
SECTION 4 – PRESIDENT:
a) The president shall exercise the usual executive powers pertaining to the office of the primary executive of a social organization, ensuring the timely coordination and necessary interaction of all other officers in the conduct of the business of the club while also serving as the primary spokesman for the organization. The president shall prepare theconsent and regular agenda and preside over all official board and membership meetings but shall not vote on motions before the board except when it is necessary to break a tie vote.
b) The president shall also perform such duties as the Board may from time to time designate.
SECTION 5 – VICE PRESIDENT
The vice president shall assume the functions of the presidentin the absence of the president. The vice president shall also have primary responsibility for organization and oversight of programs, parties and other social events not otherwise under the purview of the summer and winter trip coordinators and shall perform such duties as the Board may from time to time designate.
SECTION 6 – SECRETARY
a) The secretaryshall keep all records of the proceedings of the board and membershipmeetings, attest all Certificates of Membership with the president when requested by the president to do so, sign and execute with the president all deeds, bonds, contracts, and other obligations or instruments in the name of the club, and perform such duties as the board may from time to time designate. The secretary shall make all such records available for review upon request by any member of the board.
b) The secretary shall also serve as the membership chair and in that capacity willestablish, maintain, and promote membership, will be responsible for maintaining application information, creating membership packets, obtaining name tags and disseminating the same for new members, and will coordinate relationships with other clubs or associations, subject to board approval.
SECTION 7 -TREASURER
The treasurer shall have the care and custody and be responsible for all administrative and trip funds of the club and keep regular books of account for each fund. The treasurer shall deposit all funds and other valuable effects in the name of the club in such depositories as may be designated by the board. The treasurer shall report status of the administrative and trip treasury at all board meetings and make the records available or review upon request by any member of the board. The treasurer shall assist the board in preparing and approving an annual budget as a committee of the whole and such other duties as may from time to time be assigned by the board. (Amended September 8, 2015)
SECTION 8 – WEBSITE MANAGER
The website managershall be responsible for all club communications including managing the club newsletter; the membership and email roster; the development and printing of brochures, flyers or related publications, the club website; and such additional functions and duties as may, from time to time, be assigned by the Board.
SECTION 9 – SUMMER ACTIVITIES COORDINATOR
a) The summer activities coordinatorshall be responsible for coordinating all summer activities and such additional functions and duties as may, from time to time, be assigned him or her by the Board of Directors.
b) The summer activities coordinator shall coordinate and approveall summer time trips and activities and provide all necessary information on such trips to the Communications Coordinatorfor purposes of announcement and publicity.
SECTION 10 – WINTER ACTIVITIES COORDINATOR
a) The winter activities coordinatorshall be responsible for coordinating all winter activities and such additional functions and duties as may, from time to time, be assigned him or her by the board of directors.
b) The Winter Activities Coordinator shall coordinate and approveall winter time trips and activities and provide all necessary information on such trips to the Communications Coordinator for purposes of announcement and publicity.
ARTICLE VII - COMMITTEES
SECTION 1: Formation
The president may, from time to time, appoint ad hoc or standing committee members and committee chairs to take on special tasks and/or to assist board officers in the conduct of their duties. Committees shall be sustained or terminated at the discretion of the Board.
SECTION 2: Nominations
At least 60 days prior to the annual scheduled election of officers, the president shall designate a nominations committee, to be composed primarily of those officers who are not returning for a following term, for the purpose of recruiting nominees from the membership to fill the new board vacancies.
ARTICLE VIII – COMPENSATION
SECTION 1 - Exclusions
Board officers and committee members shall receive no compensation for their services, except for any necessary costs which have been incurred with prior board approval on behalf of the club or as stated in Sections 2 and 3 of this Article.No board officer or member of the club shall be entitled to make any profit from the club or to bid for providing services to the club except upon full and complete disclosure of financial interests in any money making prospect.
SECTION 2 – Waiver of Dues
For their services to the club, the annual dues of the duly elected members of the board will be waived for each year of service on the board. If any member of the board should vacate his or her board position for more than 90 days prior to the expiration of the term, the member will be assessed the full amount of the current annual dues to restore his or her membership in good standing.
SECTION 3 – Dinner Allowance
Each member of the board will be allotted fifteen dollars ($15.00) per quarter for dinner meetings. If no meeting is scheduled during a quarter, there will be no carry over of per diem from the missed quarter.
ARTICLE IX – MEMBERSHIP
SECTION 1: Eligibility
Any adult is eligible to join the Skihawks club unless cause is given to the board to vote for refusal of the membership.
SECTION 2: Dues
The board shall assess annual dues to the membership either on an annual basis with a fixed date for all dues payments or by anniversary date of the individual members. Any change in annual dues shall be set by vote of the membership at a regularly scheduled meeting following at least 30 days notice to the membership via email and/or newsletter. Incentive discounts, late charges, etc., shall be set at the discretion of the board. Dues, discounts, and related charges shall be recorded in the Policy and Procedures Manual and announced in the newsletter as appropriate.
SECTION 3:Transfers of Membership
Membership is non-transferable, non-refundable, and is on an annual basis as indicated above. There shall be no right to assign, transfer, sell, or in any other way alienate such membership.
SECTION 4: Discipline and Expulsion of a Member
A member may be disciplined or expelled and his or her membership terminated by a majority vote of the Board. A motion to discipline or expel a member may be made by the president or any three members at large in good standing. If a motion to discipline or expel a member is made, the matter shall be heard by the board within 40 days of receipt by the secretary of the written motion. The hearing shall be open to all members.
ARTICLE X – BOOKS AND RECORDS
SECTION 1: Maintenance
The club shall keep a complete set of books and records of the proceedings of the board and members and shall maintain a register of roster of names and addresses of each member as they currently exist.
SECTION 2: Policy and Procedures Manual
For purposes of detailing routine business, the board, may maintain a Policy and Procedures Manual, its provisions to be adapted or modified by the Board at is discretion.
COPIES OF RESOLUTIONS
SECTION 3: Copies of Resolutions
Any person dealing with the club may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the board of members when certified by the resident or secretary of the Club.
ARTICLE XI FISCAL YEAR
The fiscal year of the club shall be July 1st through June 30th.
ARTICLE XII – PARLIMENTARY AUTHORITY
"Robert's Rules of Order" shall govern meetings of the Club where applicable and consistent with the bylaws of the Club.
ARTICLE XIII – AMENDMENT OF BYLAWS
These bylaws may be amended, altered, or repealed at any regular or special meeting of the members if notice is provided at least 30 days prior and as prescribed by ARTICLE IV, Section 3 of these bylaws. Any member or board member may propose an amendment or amendments and the Board shall provide a recommendation to the membership as to whether or not to approve an amendment or slate of amendments in whole or in part, the recommendation to be included in the notice provided to the membership. Any such amendment(s) must be passed by at least a two-thirds (2/3) vote of the members present.
CERTIFICATE OF ADOPTION
The amended bylaws contained herein are hereby adopted and effective as of this 13th day of January 2009 by majority vote of the members present at a regularly scheduled membership meeting.
Affirmed and attested
Jean Graves, Secretary