Black Ski Inc. Bylaws


ARTICLE I Name of Organization
The name of this organization shall be Black Ski, Inc., a nonprofit ski club with an official logo.

ARTICLE II Purpose

1. To promote the sport of skiing.

2. To establish, operate and promote educational and other programs that will aid in the development of winter sports programs for youth.

SECTION A--Type of Membership

1. There shall be three types of memberships in Black Ski:


1. Full--effective upon payment of initial membership fee, lifetime membership fee or upon payment of an annual membership renewal fee.

2. Trial--for a designated period of time of less than one year, effective upon payment of the trial membership fee.

3. Inactive--memberships not renewed within one year of previous renewal.
2. Voting privileges shall be limited to full members only.

3. Membership is permitted in Black Ski regardless of race, color, age, sex, national origin, politics, religion, marital status or any other reason of non-merit.

1. Full membership extends from the date of payment of the initial membership fee or renewal fee to the last day of the joining month (the month of original membership payment), one year or less later.

2. Trial membership extends from the payment of the trial membership fee to the last day of the month designated for such membership. (Trial membership may be converted to full membership by paying an additional fee within 30 days after the expiration of the trial period.)

3. Inactive membership may be converted to full membership regardless of the time lapsed upon payment of a renewal fee.

1. Full members shall fulfill all the requirements and qualifications defined in these Bylaws and shall work toward the purposes of Black Ski.

2. Full members shall be eligible to attend meetings, join committees, participate in activities and discussions, vote and hold office in Black Ski.

3. Trial members shall fulfill all the requirements and qualifications defined in these Bylaws and shall work toward the purposes of Black Ski.

4. Trial members shall be eligible to attend meetings, join committees and participate in activities and discussions.

5. Inactive members may attend meetings and may. Participate in club activities by paying the non-membership rate.

6. Membership in Black Ski is a privilege not a right; therefore, membership in the club can be denied or revoked if such action is deemed in the best interest of the club. Membership denial or revocation must be agreed to by a majority vote within two of the following three club elements: the Board of Directors; the Executive Committee; or the General Body of Members.

SECTION A--Composition

The full board of directors shall consist of nine members. Those members shall include the active founding directors of Black Ski [i.e., those original directors who have not resigned, opted for nonvoting advisory status or been removed by the removal process], the club president and additional elected members from the club to total nine.

SECTION B--Term of Office

1. Founding Directors--The founding directors of Black Ski shall serve an unexpired term of office provided that they:


1. reside in the Washington Metropolitan area.

2. attend at least 50 percent of the board meetings.

3. are not removed by the removal process (ARTICLE IV, Section G.).

2. Elected Board Members--Elected members shall serve a term of two years with no limit on consecutive terms. The terms will be staggered to maintain board continuity.

SECTION C--Duties

1. Establish policies to conduct the business of Black Ski.

2. Obtain financial support and endorsements from public and private sources for Black Ski.

3. Seek legal counsel as needed.

4. Designate one member of the board to have responsibility for signing checks and drafts.

1. Full membership in Black Ski for a minimum of three consecutive years.

2. Administrative, business or organizational service/experience in Black Ski for a minimum of one year.

3. At least 18 years old.

4. Is not holding another elected position in Black Ski.

Any board member may resign at any time. Written notice of resignation should be given to the Chairman of the Board at least two weeks prior to the effective date of the resignation.

SECTION F--Vacancies

Between annual meetings, vacancies on the board shall be filled by appointments designated by majority vote of the remaining directors. Each person so appointed shall remain a director until the next annual meeting. [See ARTICLE VII, Section D-1.]

SECTION G--Removal

1. Any board member may be removed by a quorum vote of the board for the following:
   1. Failure to attend two consecutive scheduled meetings without satisfactory cause after written warning has been issued.

   2. Unsatisfactory performance.

SECTION A--Titles

There shall be a president, vice presidents (no less than four or more than [nine]) and a secretary. There shall be a vice president for each standing committee.

SECTION B--Term of Office

1. Officers shall be elected at the April meeting of the general membership.

2. All officers shall be elected for a term of two years. Officers shall begin their responsibilities on June 1 of their election year. (There shall be no limitation on consecutive terms of office.) The interim period (immediately following election of new officers) shall be used as a transitional period.

3. The terms of office will be staggered to maintain continuity within the club. The president, secretary, vice presidents for youth, hospitality, fund raising, and racing will be elected during even-numbered years. The vice presidents for finance, advanced planning, communications, membership and administrative-technical support will be elected during odd-numbered years.

The duties of the officers shall be as follows:

1. President--The president shall be the presiding officer at the general membership and executive meetings and shall administer all business of Black Ski as provided for by the Bylaws. The president shall:

1. Designate a vice president to perform the duties of the president in his/her absence.

2. Coordinate the activities of the vice presidents for each functional area.

3. Act as liaison between the general membership and the board of directors.

4. Serve as a link between the National Brotherhood of Skiers and Black Ski.

5. Make temporary vice presidential appointments in the event of a vacancy. Such appointments will be reviewed at the next scheduled executive committee meeting.

6. Authorize and disburse funds as outlined by these Bylaws (see Article IX).

7. Appoint individuals as necessary to ad hoc committees or to perform special functions for the club.

8. Appoint a parliamentarian.
2. Vice President--Each vice president shall:
1. Act as chairperson of his/her respective committee.

2. Preside at meetings when so designated by the president.

3. Provide the president with reports on committee activities.

4. Promote the activities of his/her respective committee and/or functional area(s).

5. Make committee reports-to the membership at designated general membership meetings.

6. Take direct responsibility for the implementation and completion of all committee activities.

7. Recruit members to staff his/her committee.

8. Prepare, along with committee members, written operational procedures for committee to follow.

9. Prepare an estimated budget for projected committee activities for the year, to be turned over to the finance committee when so designated.

3. Recording Secretary--The secretary shall:
1. Write and prepare all executive committee and general membership meeting minutes.

2. Make copies of all minutes of previous meetings available to the general membership prior to each general membership meeting.

3. Handle any correspondence necessary for the executive committee.

4. Parliamentarian--The parliamentarian shall see that meetings are conducted in accordance with rules of order. He/she is appointed by the president.

1. Two consecutive years of membership in Black Ski. Full membership in Black Ski for a minimum of two consecutive years.

2. At least 18 years old.

SECTION E--Resignation

Any officer may resign at any time. Written notice of resignation should be given to the president or secretary of Black Ski at least two weeks prior to the [effective date of 'the resignation.

SECTION F--Vacancies

A vacancy in any office shall be filled for the unexpired term by a majority vote of a quorum of the executive committee (president, vice presidents, and secretary) present and voting.

SECTION G--Removal

1. Any officer who without satisfactory cause fails to attend three consecutive meetings of the executive committee may be removed by two thirds vote of a quorum of the executive committee present and voting, after written notice has been given to said officer.

2. Any officer who fails to administer his/her duties as outlined by the Bylaws may be removed, using the aforementioned procedure.

3. The president may make a recommendation to the executive committee for the removal of any officer for cause. Two thirds vote of a quorum of the executive committee present and voting may then remove said officer.

4. A recommendation for the removal of the president may be made by two thirds vote of a quorum of the executive committee. Such recommendation may then be taken to the general membership for a quorum vote.

SECTION A--Executive Committee

1. The executive committee shall consist of the elected officers (president, vice presidents and secretary).

2. The executive committee shall:
   
1. Implement the policies established by the board of directors.

2. Supervise the direction of Black Ski, its committees and publications.

3. Supervise the disbursement of funds and drafts.

4. Elect officers to fill vacancies.

5. Review and approve/dissolve ad hoc committees as outlined by the Bylaws.

6. Approve annual budget submitted by the finance committee.

SECTION B--Standing Committees

There shall be no less than four and no more than [nine] standing committees.

The following are standing committees:

1. Youth--promote activities among youth up to and including 18 years old.

2. Hospitality--extend greetings and fellowship to all members and guests of the club at all activities and club events.

3. Advanced Planning and Activities--plan and promote club activities and calendar. (Ad hoc committees shall be formed to implement the planned activities and calendar. The vice president of the advanced planning committee may make recommendations for ad hoc committee chairpersons.)

4. Fundraising--plan and implement activities that will assist the club in meeting its financial obligations.

5. Communications and Public Relations--prepare all written communication to club members as well as serve as club liaison to the media

6. Membership--conduct the annual membership drive, recruit and provide orientation for the new members, establish programs to renew inactive members.

7. Finance--maintain financial records, prepare internal reports for the general membership, prepare all external documents for auditors, receive estimated budget, reports from committee vice presidents, prepare an annual budget, receive and. allocate funds for club activities, supplies and the like.

8. [Administrative-Technical Support]--provide computer assistance and clerical support, distribution of all written communication, and other support as needed to maintain efficient operation of the club.

9. Racing--coordinate all racing activities, establish racing teams and programs, promote and generate enthusiasm for racing among club members.

1. Each standing committee shall consist of a vice president and a minimum of five members.

2. Membership on any committee is voluntary.

SECTION A--Board of Directors

The board of directors shall meet at least bimonthly (every two months) and hold special meetings as often as necessary. Scheduled board meetings shall be open to all members wishing to observe board proceedings. Special meetings shall be closed unless specified by the board.

SECTION B--Executive Committee

The executive committee shall meet at least monthly and as necessary to conduct the business of Black Ski.

SECTION C--Standing Committees

Standing committees shall meet as necessary to conduct their business.

SECTION D--General and Special Meetings

1. General membership meetings shall be held the fourth Tuesday of each month unless that day falls on a holiday or ski trip, in which case the meeting will be held before or after the fourth Tuesday at the discretion of the president. The April meeting shall be designated the annual meeting. A quorum (ARTICLE VII, Section F) must be present at each general membership meeting.

2. Special membership meetings shall be called by the president as needed, or upon the written request of a minimum of 10 full members.

Notice of meetings shall be by U.S. Mail, newsletter or other appropriate means.

SECTION F--Quorum

1. A minimum of two thirds of the members of the board present shall constitute a board quorum.

2. A minimum of two thirds of the members of a committee present shall constitute a committee quorum.

3. A minimum of two thirds of the executive committee present shall constitute a quorum of the executive committee.

4. A minimum of three officers and five percent of the full membership shall constitute a quorum for general and special membership meetings.

ARTICLE VIII Elections

SECTION A--Nominations

The nominating committee shall be appointed by the president to prepare a slate of officers to be presented to the membership at the annual meeting. Nominations for officers will be accepted also from the floor at the April annual meeting.

SECTION B--Elections

1. Election of officers and board members shall be by ballot and held at a designated place.

2. An elections committee shall be appointed by the president to conduct the elections.

SECTION A-Disbursement Authority

The President may authorize the disbursement of funds for:

1. Projects, events, contributions, donations, programs ONLY after the project, event, contribution, donation, program has been presented to the Executive Committee for discussion. All projects, events, contributions, donations, programs requiring budgeting in excess of $1000 must be approved by 25% of the Executive committee and the President.

2. Taxes, corporate fee and operational expenses (phone bills, rents, printing, stamps, office supplies, etc.) after discussion with the Vice President of Finance.

3. Emergencies - ONLY after discussion with and concurrence with the Chairman of the Board of Directors and the Vice President of Finance.

There shall be an annual internal and/or external audit of the financial records of Black Ski.

ARTICLE XI Amendments

The Bylaws may be amended by a quorum vote of the full membership present and voting and with a quorum vote of the board of directors, provided that the proposed amendment has been presented to the members at a previous meeting. ARTICLE XII Standing Rules

Members of the executive committee and the parliamentarian shall establish as needed standing rules for the conduct of meetings not specifically provided for by these Bylaws. Such rules shall be enacted by majority vote of the membership.

ARTICLE XIII Compensation

SECTION A--Compensation for Ex-Presidents

Ex-presidents who were not removed from office [See ARTICLE V, Section G-4.] and who served at least one full term will receive lifetime membership at the completion of their tenure as president. This provision applies retroactively to all past presidents.

SECTION B--Compensation for Board and Executive Committee Members

1. Trips--Board of Directors (BOD) and Executive Committee (EC) members will pay for all trips at cost, i.e., no club profits charged.
2. Social Affairs--All BOD and EC members will be allowed to participate free provided the club does not have to pay individually set charges, e.g., buffet charges per person or admission charges per person. The BOD or EC member must pay for any individually set charges that are charged to the club.

1. Trips
1. NBS/BIack Ski Sponsored

   For all National Brotherhood of Skiers (NBS) meetings or Eastern Regional meeting for which Black Ski has sponsored a trip, the club will pay the cost of transportation, lodging (including food, if food is part of lodging package), and other costs associated with activities related to the meeting.

2. NBS/Non-Black Ski Sponsored

   For all NBS or NBS Eastern Regional meetings for which Black Ski has not sponsored a trip, the president will receive $100 to defray expenses associated with the trip. When participation by the general membership in the event is not feasible or appropriate, the club will pay the cost of transportation, lodging (including food, if food is part of lodging package), and other costs associated with activities related to the meeting.

3. Other Black Ski Sponsored

   For all other Black Ski trips, the president will receive a 25 percent discount on trip cost.

2. Social Affairs--The president may attend all social club sponsored events at no cost.

SECTION D--Compensation for Members of Committees

The granting of discount compensation for members of committees for trip costs and at Social affairs will be at the discretion of the president. Recommendations for such compensation should be from the committee vice president (or committee chairperson).

1. Trips--Those persons granted discounts will pay for all trips at cost plus one-half of the profit.

2. Social Affairs--Functional committee members (those active in the sponsoring of the event) will attend free of charge, i.e., they do not have to pay individually set charges.

1. Trip directors will pay no transportation charges for bus transportation if there are no individual per person charges set by the bus/charter company. (This condition applies to Black Ski renting a bus for a fixed price and prorating the cost over a fixed number of passengers.)

2. Black Ski will compensate a trip director a maximum of 50 percent of trip cost provided the compensated amount does not exceed 25 percent of the trip profits.

3. Comps--if comps are received for the trip, one comp for lodging, lift and transportation may be used by the trip director. The value of the comp is not considered part of the 50 percent maximum paid by Black Ski.

4. The total compensation for the trip director consisting of a) the 50 percent maximum trip cost paid by Black Ski and b) lodging/lift/transportation comps MAY NOT EXCEED THE TRIP COST.

SECTION F--Compensation for Assistant Trip Director

1. Assistant trip directors will pay no transportation charges for bus transportation if there are no individual per person charges set by the bus/charter company. (This condition applies to Black Ski renting a bus for a fixed price and prorating the cost over a fixed number of passengers.)

2. Black Ski will compensate an assistant trip director a maximum of 50 percent of the trip director's total compensation.

SECTION G--Compensation for Persons of Special Merit

Individuals of special merit may be approved to receive the same compensation as the board of directors and executive committee members or the compensation for members of committees. A request for special merit consideration may come from any Black Ski member. The recommendation must be submitted to the board by a sponsoring board member in writing and must include a justification for the special merit consideration. The recommendation must be agreed to by the executive committee and the board of directors.

1. The first award given each year shall be known as the Bernice Mason Award