BYLAWS and CONSTITUTION

EASTERN PENNSYLVANIA SKI COUNCIL

CONSTITUTION

ARTICLE I

NAME

Section 1.        The name of this organization shall be the Eastern Pennsylvania Ski Council, a not for profit organization incorporated under the laws of the Commonwealth of Pennsylvania.

ARTICLE II

OBJECTIVES

Section 1.        The primary objectives of this organization shall be the encouragement, improvement and advancement of the sport of skiing, and shall be accomplished by the promotion of ski related programs.

ARTICLE III

MEMBERSHIP

Section 1.        Membership in the Eastern Pennsylvania Ski Council shall be open to any ski club in Eastern Pennsylvania and the adjoining areas of the states of New Jersey, New York, Delaware and Maryland.

ARTICLE IV

GOVERNMENT

Section 1.        The government of the Eastern Pennsylvania Ski Council shall be vested in delegates selected by the member clubs and the elected officers of the Council.

Section 2.        Each member club in good standing shall be entitled to be represented by one delegate who shall be eligible to cast one vote at all Council Membership Meetings.  In addition, the elected officers of Council shall be entitled to cast one vote each.  If more than one elected officer is from the same club, only the senior ranking officer shall be eligible to vote as a Council officer.  In no case may any club cast more than two votes at any Council Membership Meeting.       

Section 3.        The elected officers, in order of seniority, shall consist of: President, Vice President, Treasurer, Recording Secretary, and Corresponding Secretary.  These offices shall be filled in such manner and for such terms as prescribed in the Bylaws.

Section 4.        A Board of Directors, as constituted in the Bylaws, shall have full power, to manage the Council's activities, determine policies, discipline member clubs, and generally supervise all affairs of the Council, subject to specific limitations as prescribed in the Bylaws.

ARTICLE V

AMENDMENTS

Section 1.        This constitution may be amended by a three-fourths (3/4) affirmative vote of those club delegates and Council officers present and eligible to vote at a Council Membership Meeting.

Section 2.        The exact text of a proposed amendment to this Constitution, a brief explanation of its effect, if adopted, and the reasons for its proposal shall be submitted to the Corresponding Secretary no less than forty (40) days prior to the Council Membership Meeting at which it may be voted upon.

Section 3.        The Corresponding Secretary shall notify all member clubs and the Board of Directors of such proposed Constitutional amendments at least thirty (30) days prior to the Council Membership Meeting at which it will be voted upon.  Said notice shall contain the exact text as submitted under Section 2 of this Article.

ARTICLE VI

DISSOLUTION

Section 1.        In the event of the dissolution of this organization, all of the assets shall be donated to a not for profit organization or association whose objectives are similar to the objectives of the Eastern Pennsylvania Ski Council.

Section 2.        The process for the dissolution of this Council shall conform to that procedure as outlined in Article V; Sections 1, 2, and 3 of this Constitution.

EASTERN PENNSYLVANIA SKI COUNCIL

BYLAWS

ARTICLE I

MEMBERSHIP

Section 1.        Applications for club membership shall be made in writing to the President of the Eastern Pennsylvania Ski Council and shall be signed by the President and Secretary of the club making application.  The application shall be accompanied by a copy of the Constitution and Bylaws of the club, a roster of the club's officers and committee chairpersons, together with a remittance covering annual club dues and initiation fee.

Section 2.        Applications for club membership shall be reviewed by the Council Board of Directors and shall be presented to a Council Membership Meeting for a vote of approval.

Section 3.        The individual members of the member clubs of the Council shall be members of the Council and shall be entitled to participate in Council activities and enjoy the benefits of Council membership.

ARTICLE II

OFFICERS

Section 1.        The officers of the Eastern Pennsylvania Ski Council shall be a President, Vice President, Treasurer, Recording Secretary, and Corresponding Secretary. They must be a member in good standing of a Council Club.  These officers shall perform the duties prescribed by the bylaws.

Section 2.        The officers shall be elected to serve for one year or until their successors are elected, and their term of office shall begin at the close of the meeting at which they are elected.  The elected officers may succeed themselves.

Section 3.        No individual shall hold more than one council office at a time.

Section 4.        No more than two (2) of the elected officers shall

                        be members of the same ski club.

Section 5.        The President, as chief executive officer, shall supervise the affairs and activities    of this organization and shall make an annual report thereon to the member clubs.

He/she shall be an ex-officio member of all committees except the nominating committee.  The President shall preside at all Council Membership Meetings and at all meetings of the Board of Directors, and, in case of tie, as presiding officer, shall cast the deciding vote.  He/she shall appoint Committee Chairmen as prescribed in these bylaws and shall perform such other duties as are ordinarily incumbent upon a President.   

Section 6.        The Vice President shall, in the absence of the President, discharge the duties of the President and shall perform such duties as are ordinarily incumbent upon a Vice President, and such other duties as may be assigned by the President or the Board of Directors.

Section 7.        The Treasurer shall be the chief financial officer of the Council and shall be responsible for the receipt, deposit, and disbursement of all council funds as well as the maintenance of all financial records in the form and manner prescribed by the Board of Directors.  He/she shall issue notices of dues payable and be responsible for the collection thereof; report all member clubs whose dues are delinquent to the Board of Directors; submit financial reports to the Board of Directors; and present budget to actual comparisons at the Winter and Spring Council Membership Meetings.  He/she shall prepare a financial statement for the preceding fiscal year and present it to the membership at the Fall Council Membership Meeting; a copy of this statement shall be made available to any member club in good standing upon request.  The Treasurer shall make available to the audit committee all accounting records and reports and he/she shall make such additional reports to the Board of Directors as they from time to time shall prescribe.  The Treasurer shall submit to the Board of Directors for endorsement a proposed budget for the coming year at least one (1) month prior to the Fall Council Membership Meeting, and he/she shall present the proposed budget as endorsed by the Board of Directors to the membership for approval at the Fall Council Membership Meeting.  The Treasurer, if so directed by the Board of Directors, shall prepare an amended budget for approval at any subsequent Council Membership Meeting.

Section 8.        The Recording Secretary shall keep permanent minutes of all Council Membership Meetings and Meetings of the Board of directors in the manner and form prescribed by the Board of Directors.  The Recording Secretary shall be the custodian of all official records of the Council and the Council Seal with the exception of the financial records.  The Recording

Secretary shall be the custodian of the Safety Deposit box, identifying the location of the bank and the number of the box to the Board of Directors.    

Section 9.        The Corresponding Secretary shall notify member clubs of all Council Membership Meetings and shall notify all members of the Board of Directors of Board of Directors Meetings.  The Corresponding Secretary shall assume the duties of recording the minutes in the absence of the Recording Secretary, shall notify the member clubs and the Board of Directors of proposed Bylaws amendments, and shall perform such other duties as are ordinarily incumbent upon a Corresponding Secretary.

Section 10.      In the event of a vacancy in any elected office of the Council, it shall be filled without undue delay, by a vote of the Board of Directors.

ARTICLE III

DIRECTORS

Section 1.        There shall be a Board of Directors which shall consist of the five (5) elected Council Officers, the immediate Past President of the Council, and the Chairpersons of the Standing Committees provided for in Article IV, Section 1 of these bylaws.

Section 2.        The Board of Directors, as constituted in Section 1 above, may at their discretion, annually elect four (4) additional individuals to serve as Directors.  These additional directors shall serve until the close of the next Spring Council Membership Meeting.

Section 3.        No more than thirty percent (30%) of the total members of the Board of Directors shall be members of any one member club of Council.

Section 4.        The Board of Directors shall control and manage the Council's activities as provided in Article V, Section 4 of the Constitution, subject to the following limitations:

a.         The annual budget, and any amendments thereto, shall be approved by a majority vote of those eligible to vote at a Council Membership Meeting.

b.         Expenditure of Council funds by the Board of Directors shall be limited to items that are included in a budget that has been approved in accordance with Section 4 (a) above. 

However, the Board of Directors may authorize the Treasurer to disburse funds for the payment of non-budgeted items, a per occurrence sum of up to One Thousand dollars (1000.00) during each fiscal year without a vote of approval at a Council Membership Meeting.

Section 5.        The Board of Directors, in addition to the duties specified in these bylaws, shall be accorded the duties and responsibility normally associated with the Board of Directors of an incorporated association.

ARTICLE IV

COMMITTEES

Section 1.        The Standing Committees of the Council shall consist of:

a. Publications

b. Fund Raising

c. Webmaster

d. Social (Ski Days, Sailing, Carnival)

e. Lift Tickets

f. Senior Alpine Competition

g. Nordic

h. Membership

i. Public Relations

j. Recreational Instruction

k. Meeting Coordinator

Section 2.        The President shall annually appoint, subject to the approval of the elected officers, the Standing Committee Chairpersons.  In the event of a tie vote, the President shall cast the deciding vote.

Section 3.        Additional committees, as deemed necessary or desirable by the President or the Board of Directors, to promote the programs and activities of the Council shall be established annually by the Board of Directors.

Section 4.        Members of all committees shall be selected from among the members of Council Member Clubs, by the President.  The President may delegate, or partially delegate the authority of appointment to committee chairpersons.

Section 5.        The Chairpersons and members of all committees shall serve until the close of the next Spring Council Membership Meeting.

Section 6.        The Committees of the Council shall recommend programs and policies to the Board of Directors.  The Board of Directors shall approve programs and establish policies.  The committees shall execute these programs in accordance with the policies established by the Board of Directors.

Section 7.        The functions of the various Standing Committees shall be as follows:

a.         The Publications Committee shall be responsible for the efficient supervision, management, production, and direction of the Council's publications.

b.         The Fund Raising Committee shall be responsible for Council fund raising activities.

c.         The Webmaster shall be responsible for maintaining the Council Website.

d.         The Social Committee shall be responsible for activities such as on the snow Fun Days and Summer activities.

e.         The Lift Ticket Chairman shall be responsible for the purchase, sale and distribution of discount lift tickets for Member Clubs to their members.

f.          The Senior Alpine Competition Committee shall be responsible for activities such as the Council Ski Races and the Council Alpine Team.

           

g.         The Nordic Committee shall be responsible for all Nordic Ski Activities including Touring and Cross-Country Racing.

h.         The Membership Committee shall be responsible for promoting Council membership among non-member ski clubs eligible to join the Council.

i.          The Public Relations Committee shall be responsible for promoting the Council and the activities thereof to the general skiing public.

j.          The Recreational Instruction committee shall be responsible for establishing programs for Ski Racing and Ski Instruction.

k.         The Meeting Coordinator shall be responsible for obtaining    and acting as liaison with Sponsors and Sponsoring Clubs for   each of the three (3) Meetings, Spring,     Fall and Winter.

 

ARTICLE V

ELECTIONS

Section 1.      A Nominating Committee of not less than four (4) members shall be appointed by the President, subject to approval by the Board of Directors, three (3) months prior to the annual election conducted at the Spring Council Membership Meeting.  No more than one (1) member of this committee may be selected from any individual member club of the Council.

Section 2.      The Nominating Committee shall, not less than forty (40) days prior to the annual election, recommend to the member clubs of Council, in writing, candidates for the offices of President, Vice President, Treasurer, Recording Secretary and Corresponding Secretary.  In addition, the Nominating Committee shall recommend persons to fill the vacancies on the Standing Council committees to the Board of Directors. At least one (1) individual shall be nominated by the committee for each office and recommended for the standing committee positions.

Section 3.     Additional nominees for any of the elected offices may be placed in nomination by any member of a member club in good standing, by submitting a nomination in writing to the Chairperson of the Council Nominating Committee not less than twenty (20) days prior to the annual election meeting.

Section 4.     The Chairperson of the Nominating Committee shall notify all member clubs of all nominees, including any additional nominees, not less than ten (10) days prior to the annual election meeting.

Section 5.      No nominations shall be permitted from the floor at the annual election meeting.  However, if there is no eligible nominee for an office at the time the election is conducted, nominations shall be accepted from the floor from anyone eligible to vote at the election.    

Section 6.      Voting shall be by secret ballot.  Voting by proxy is not permitted.  A majority of the votes cast shall be required to elect.  In the event no candidate receives a majority of the votes cast, new ballots shall be cast for the two candidates receiving the largest number of votes.  In the event of a tie, ballots shall be recast until the tie vote is broken.

Section 7.      The Nominating Committee shall interpret and enforce the rules and procedures of the annual election in accordance with these bylaws.

Section 8.      The Chairperson of the Nominating Committee shall conduct the annual election assisted by the members on the nominating committee.

ARTICLE VI

DUES

Section 1.        Club initiation fee shall be $25.00.

Section 2.        The annual club dues shall be $75.00.

Section 3.        Club Dues shall be payable on July first (1) of each year.

                       

Section 4.        Notice of dues payable shall be sent by the Treasurer to all Council member clubs not less than thirty (30) days prior to July first (1).

Section 5.        Any member club that fails to pay it's dues in full by August first (1), shall be in arrears and shall no longer be entitled to the benefits of membership.  Such a member club may, upon payment of dues / penalties in arrears, be reinstated by the Board of Directors.

ARTICLE VII

FUNDS

Section 1.        The fiscal year of the Council shall commence on September first (1) of each year.

Section 2.        The President shall appoint an Audit Committee, subject to the approval of the Board of Directors, consisting of a Chairperson and at least two (2) other members no later than September first (1) of each year.  The Audit Committee shall submit a written report to the Board of Directors no later than November thirtieth (30), certifying that, in their opinion, the Treasurer's books and records are in proper order and that the Treasurer's annual financial report fairly presents the financial position of the Council.

                       

ARTICLE VIII

MEETINGS

Section 1.        There shall be at least three (3) Council Membership Meetings, at such times and places as the Board of Directors shall determine.  These three (3) meetings shall be held in the Fall, Winter, and Spring and shall be referred to as the Fall, Winter and Spring Council Membership Meetings.

Section 2.        The Corresponding Secretary shall notify each member club, each member of the Board of Directors, and each Committee Chairperson of the date and time of all Council Membership Meetings not less than twenty (20) days prior to each meeting.

Section 3.        Special Council Membership Meetings shall be scheduled at such times and places as the Board of Directors may determine.  Notification of such Special Membership Meetings of Council shall be in accordance with Section 2 above.

Section 4.        The Board of Directors shall meet at least three (3) times annually, prior to Fall, Winter, and Spring Council Membership Meetings.  Additional Board of Director meetings may be called by the President or by a majority of the Board of Directors when in his/her or their judgement the affairs or business of the Council require such meetings.


Section 5.        At all Council Membership Meetings, delegates of twenty-five percent (25%) of the member clubs of council shall constitute a quorum.  For purposes of this section, elected officers of Council may be counted as club delegates if the club, of which he/she is a member, is otherwise unrepresented at the meeting.

           

Section 6.        At Board of Directors meetings, twenty-five percent (25%) of the Board of Directors shall constitute a quorum.

Section 7.        A majority vote of those eligible to vote at Council Membership Meetings shall be decisive, except as provided in these bylaws or by Roberts Rules of Order.

Section 8.        A majority vote of those eligible to vote at Board of Director meetings shall be decisive, except as provided in these bylaws or by Roberts Rules of Order.

Section 9.        The Current edition of Roberts Rules of Order, except as provided otherwise in these bylaws, shall govern proceedings at all Council Membership Meetings and all meetings of the Board of Directors.

Section 10.      The term "Notice", as used in these bylaws shall be defined as written notice delivered personally, mailed to the last known address of a member club or electronically delivered to the last known electronic address of the member club or individual entitled to receive said notice.

           

ARTICLE IX

AMENDMENTS

Section 1.        These bylaws may be amended by a two-thirds (2/3) affirmative vote of those club delegates and Council Officers present and eligible to vote at a Council Membership Meeting.

Section 2.        The exact text of a proposed amendment to these bylaws, a brief explanation of its effect, if adopted, and the reasons for its proposal shall be submitted to the Corresponding Secretary no less than forty (40) days prior to a Council Membership Meeting at which it may be voted upon.     

Section 3.        The Corresponding Secretary shall notify the member clubs and the Board of Directors of such proposed bylaws amendment at least thirty (30) days prior to the Council Membership Meeting at which it will be voted upon.  Said notice shall contain the exact text as submitted under Section 2 of this Article.

Revised 2015