BYLAWS OF THE EVERETT FIGURE SKATING CLUB
(As amended to May 15, 2008)
I. NAME AND CORPORATION
IV. BOARD OF DIRECTORS
V. POWERS & DUTIES OF BOARD OF DIRECTORS
VI. CONFLICTS OF INTEREST
VIII. RESPONSIBILITY OF MEMBERSHIP
IX. MEMBERSHIP MEETINGS
XI. FEES, DUES & ASSESSMENTS
XIV. COMPLETE BYLAWS
NAME AND CORPORATION
1.1 NAME: The Corporation shall be known as Everett Figure Skating Club and may also hereinafter be referred to as “the Club”. For all purposes this name may also be abbreviated as EFSC.
1.2 INCORPORATION: The EFSC was incorporated in the state of Washington.
1.3 HOME ICE: The EFSC’s home ice shall be the Community Ice Rink at the Everett Events Center, 2000 Hewitt Ave, Everett, WA 98201
1.4 AFFILIATION: The EFSC has been formed to be a member of the United States Figure Skating (U.S. Figure Skating), to exist for the purposes specified in Article II of these Bylaws. As such, the Club and its members shall be subject to and abide by the Bylaws and Official Rules of the U.S. Figure Skating, as in existence and amended from time-to-time by U.S. Figure Skating.
1.5 FISCAL YEAR: The Club’s fiscal year shall be July 1 to June 30.
1.6 NON-PROFIT STATUS: The EFSC will seek out a not for profit status determined by the U.S. Internal Revenue Service. As a non-profit organization the club will be exempt from Federal income tax under Section 501(c) 3# of the Internal Revenue Code.
2.1 PURPOSES: The Everett Figure Skating Club is a non-profit organization existing solely for the benefit of its members. The purposes of the EFSC are:
A. To support and encourage the sport of figure skating within the local and regional community.
B. To cultivate and develop a spirit of mutual respect and support among ice skaters, both competitive and recreational, of all ages and abilities.
C. The Club shall maintain its membership in U.S. Figure Skating and conduct its affairs in a manner consistent with the Bylaws, Official Rules, policies, and procedures of U.S. Figure Skating.
D. To encourage the instruction, practice and advancement of EFSC members in all types of figure skating, including but not limited to MITF, freestyle, pairs, dance, synchronized teams, and TOI disciplines.
E. To produce and/or cooperate in the production of amateur competitions and ice shows.
F. To help interpret to club members the US Figure Skating rules and regulations which govern figure skating testing, competitions, shows, exhibitions, and other activities, and to carry out such policies.
3.1 OFFICERS: The Officers of the EFSC shall be the President, Vice-President, Treasurer, and Secretary. All officers must be registered Members of the USFS who have designated the Club as their home club. The Officers shall be called the Executive Board and will fill four positions on the Board of Directors.
3.2 SPECIFIC DUTIES: Only officers have the authority to sign letters of permission for members in good standing to participate in qualifying competitions, Non-qualifying Competitions, Sanctioned Shows, Exhibitions.
3.3 DUTIES OF THE PRESIDENT: The President shall preside at all meetings of the Members and of the Board of Directors. The President shall be responsible for the supervision and management of the Club and its property in accordance with direction provided by the Board of Directors. The President, together with one other officer, shall sign all agreements and contracts made in the name of the Club as authorized by the Board of Directors.
3.4 DUTIES OF THE VICE-PRESIDENT: The Vice-President shall perform the duties of the President in his/her absence or inability to attend to such duties. The Vice President shall serve as the Chairperson of the Finance Committee, the Budget/Program, Rink Committee, and have signatory authority for the club banking accounts. The Board of Directors may also confer on the Vice-President other powers or duties as are deemed advisable.
3.5 DUTIES OF THE TREASURER: The Treasurer will be the principal financial officer of the Club and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board of Directors. The Treasurer shall keep accurate records of all receipts and disbursements and provide a written statement of current financial records at each Board meeting. As the principal accounting officer the Treasurer will prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents and prescribe and maintain an adequate system of internal audit. Disbursements shall be made only in accordance with budget approved by the Board of Directors, or for items specifically authorized by the Board. Funds shall be deposited in the name of the Club in a bank approved by the Board of Directors. Signers on the checking account will be two (2) of the Executive Board members, other than the Treasurer. Disbursements of $500.00 or more shall be voted on at a regular or special meeting of the Board.
The Board of Directors shall have the power whenever they deem it necessary to appoint an acting treasurer.
3.6 DUTIES OF SECRETARY: The Secretary shall keep minutes of the Membership and Board of Director Meetings; shall prepare or oversee preparation of club documents and correspondence; shall prepare and issue notices of Membership and board meetings; and shall insure that all such documents are properly filed in the Club’s files or minute books. The Secretary may also be asked to perform other duties from time to time by the President and or by the Board of Directors.
3.7 SURETY BONDS: The Board of Directors may require any officer or agent of the Club to execute to the Club a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of such person’s duties and for the restoration to the club of all books, papers, vouchers, money and other property of whatever kind in such person’s possession or under such person’s control belonging to the Club.
3.8 TERM OF OFFICE: Officers shall be elected for two-year terms. The number of officers elected shall correspond to the number of officers whose term has expired. The President and Secretary shall be elected in the even year. The Vice President and Treasurer shall be elected in the odd year.
3.9 ELECTION: The elected Officers of the Club shall be elected to the Board of Directors by a majority vote at each regular annual meeting of the Club. If the election of officers shall not be held at such meeting, such election shall be held as soon as convenient thereafter.
3.10 RESIGNATION: An Officer may resign by giving written notice of their resignation to the Board. The resignation is effective when the Board receives notice unless the notice specifies a later effective date.
3.11 REMOVAL: Any Officer may be removed by the Board of Directors whenever in its judgment the best interests of the Club will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer shall not in itself create contract rights.
BOARD OF DIRECTORS
4.1 POWERS: The business and affairs of the Club shall be managed by its Board of Directors, except as otherwise provided in the Nonprofit Law, The Club’s Article of Incorporation, Club Bylaws, the Rules of the Club and in compliance with the Rules and Regulations of the US Figure Skating. The directors shall have general management and control and shall authorize all work of appointed committees.
4.2 NUMBER OF DIRECTORS: The Board of Directors shall be composed of no less than five (5) and no more than ten (10) members, two of which will be a) a Professional Member of the Everett Events Center and b) a staff member of the Everett Events Center, appointed by the Events Center Management. Four members shall be the President, Vice President, Secretary and Treasurer.
4.3 QUALIFICATIONS: Directors must be at least eighteen (18) years old, registered with U.S. Figure Skating and home club members of the EFSC in accordance with provisions of applicable rules of U.S. Figure Skating and voting members of the Club. In addition, Directors of the Club must be eligible persons, as defined in the eligibility rules of U.S. Figure Skating; provided, however, that one restricted person, one ineligible person and coaches with eligible status may serve as Directors of the Club so long as they do not collectively constitute a majority of the Board of Directors and further provided, that eligible coaches may serve as Directors of the Club so long as collectively they do not constitute a majority of the total number of Directors of the Club. (See, U.S. Figure Skating Membership Rule 4.00, as may be amended form time-to-time).
4.4 NOMINATING COMMITTEE: The nominating committee shall be appointed by the President at least sixty (60) days before the May meeting. The nominating committee shall: 4.4a Inform membership that candidates are being sought for vacancies on the Board of Directors.
4.4b Insure there are at least two nominees for each vacancy (if possible).
4.4c Distribute the names of candidates and any qualifications to membership one month prior to the election at the spring meeting.
4.4d Run the election, report results to membership, and relinquish custody of the ballots and final complete election results to the Secretary to be retained until the next election.
4.5 ELECTIONS: The members at the May meeting, all members in good standing and (18) eighteen years of age shall elect the Directors. Directors shall take office on July 1st. Directors shall be selected from the slate of candidates prepared by the nominating committee or duly nominated from the floor. 4.5a Nominations from the floor are always in order
4.5b Election shall be by ballot and the candidates receiving the highest number of votes shall serve two years, taking office at the beginning of the fiscal year.
4.5c Unexpired terms of Directors shall be filled by appointment until the next regular election.
4.5d If a Director misses three consecutive meetings without an adequate excuse, the director may have his/her term declared expired by the Board of Directors and the remainder of the term filled per above.
4.6 CHANGE IN NUMBER OF DIRECTORS: Any action of the Board of Directors to increase or decrease the number of directors, whether expressly by resolution or by implication through the election of additional directors, shall constitute an amendment of these Bylaws effecting such increase or decrease, and therefore, shall require approval of the members.
4.7 TERM OF OFFICE: Directors shall serve for a term of two (2) years. The terms of Directors shall be staggered so that no more than 50% leave office in any year. If a Director slot is vacated before completion of the Director’s term, the Board shall appoint a replacement Director from among the membership to serve the remainder of the non-expired term.
4.8 RESIGNATION: A Director may resign by giving written notice of their resignation to the Board. The resignation is effective when the Board receives notice unless the notice specifies a later effective date.
4.9 REMOVAL: Any Director may be removed at any time, with or without cause, by a majority vote of the other Directors then in office.
4.10 VACANCIES: Any vacancy occurring among the Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum. A Director elected to fill a vacancy shall be elected for the un-expired term of such Director’s predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by a vote of the members, and a Director so chosen shall hold office until the next election of the class for which such Director was chosen and thereafter until such Director’s successor shall have been elected and qualified, or until such Director’s death, resignation or removal.
POWERS AND DUTIES OF BOARD OF DIRECTORS
5.1 MEETINGS: The new Board of Directors shall hold its first meeting within one month following the General Membership election.
5.1a The Board shall hold regular meetings at such time and place as the members agree upon.
5.1b A special meeting of the Board may be called by at least 51% of the Board, by providing notice of the meeting to all of the directors, which notice shall include every purpose for which the meeting has been called. A minimum of 48 hours notice must be given.
5.1c Executive Board work sessions shall be called by the President and held periodically.
5.2 QUORUM: Voting requires two-thirds (2/3) of the Directors shall constitute a quorum for the transaction of business. Unless these bylaws, the Articles of Incorporation, or state law require otherwise, the Board may take any action upon the affirmative vote of a majority of the Directors present at a meeting where a quorum has been established.
5.3 CONSENT: Any action required to be taken at a Board Meeting may be taken without a meeting, without prior notice, and without a vote if written consents setting forth the action are signed by all of the Directors before the action is taken.
5.4 AUTHORITY: The Board shall have complete authority for the management of affairs and finances of the club and shall have general control of all its property. The Board shall establish and enforce rules for the Club.
5.5 AUDITS: The Board shall cause the book and records of the Club to be reviewed annually and audited at least every three (3) years by an independent auditor selected by the Board.
5.6 INDEBTEDNESS: Any other provision of these Bylaws notwithstanding the Club shall not take on any indebtedness without the affirmative vote of at least 2/3 of all the members of the Board.
5.7 CONDUCT: Each Director and Officer shall perform their duties as a director or officer, including without limitation their duties as a member of any committee of the Board, in good faith and in a manner which the Director or Officer reasonably believes to be in the best interests of the Club. A Director or Officer, regardless of title, shall not be deemed to be a trustee with respect to the Club or with respect to any property held or administered by the Club including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.
5.8 INFORMATION AND OTHER MATTERS: In the performance of their duties, a Director or Officer shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the persons designated below. However, a Director or Officer shall not be considered to be acting in good faith if the Director or Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted. The designated persons on whom a Director or Officer are entitled to rely are: 5.8a one or more officers or employees of the Club whom the Director or Officer reasonably believes to be reliable and competent in the matters presented.
5.8b legal counsel, a public accountant, or other person as to matters which the Director or Officer reasonably believes to be within such person’s professional or expert competence.
5.8c a committee of the Board of Directors on which the Director or Officer does not serve if the Director reasonably believes the committee merits confidence.
5.9 LIMITATION ON LIABILITY: A Director or Officer shall not be liable to the Club or its members for any action the Director or Officer takes or omits to take as a director or officer if, in connection with such action or omission, the Director or Officer performs their duties in compliance with this Section.
5.10 SUSPEND OR EXPEL: The Board shall have the power to suspend or expel any Member for violation of the Bylaws or Club rules, or for conduct which they shall deem improper, but no Member shall be expelled or suspended for longer than 30 days without being offered the right to a hearing.
5.11 SPECIAL COMMITTEES: The Board may create Special Committees when deemed necessary, and may appoint any person who is a Member of the Club to serve on such committees. A member of the Board of Directors shall be appointed to serve as facilitator for each Committee. A Committee shall exist with one or more EFSC members.
5.12 BUDGET: The Board shall prepare and submit to the Members a budget of anticipated income and expenses for the coming year.
5.13 INDEMNIFICATION: The Club shall, to the fullest extent permitted by the provisions of applicable Washington law, as the same may be amended and supplemented, indemnify any person serving as a Director or Officer of the Club against any liability arising out of the person’s activities or position as a Director or Officer.
5.14 COMPENSATION: Directors shall not be compensated for their service as Directors or Officers but may be reimbursed, after approval by the Board, for reasonable expenses incurred for the Club.
CONFLICTS OF INTEREST
6.1 DEFINITION: As used in this Section 6.1 “conflicting interest transactions” means a contract, transaction or other financial relationship between the Club and a Director of the Club, or between the Club and a party related to a Director, or between the Club and an entity in which a Director of the Club is a director or officer or has a financial interest, and a “party related to a director” means a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which the Director or a party related to a Director has a beneficial interest, or an entity in which a party related to a director, officer, or has a financial interest.
6.2 PROCEDURE; ACTION; DISCLOSURE: No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by a member or by or in the right of the Club, solely because the conflicting interest transaction involves a Director of the Club or party related to a Director or an entity in which a Director of the Club is a Director or Officer or has a financial interest or solely because the Director is present at or participates in the meeting of the Club’s Board of Directors or of a committee of the Board of Directors that authorizes, approves or ratifies the conflicting interest transaction or solely because the Director’s vote is counted for such purpose if: (1) the material facts as to the Director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum; or (2) the material facts as to the Director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or (3) the conflicting interest transaction is fair as to the Club. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee, which authorizes, approves, or ratifies the conflicting interest transaction.
6.3 LOANS: The Club shall make no loans to its Directors or Officers. Any Director or Officer who assents to or participates in the making of any such loan shall be liable to the Club for the amount of such loan until the repayment thereof.
7.1 QUALIFICATIONS FOR MEMBERSHIP: Membership in the EFSC shall be open to all persons interested in furthering the interest of the Club. No person shall be denied membership on the basis of religion, race, color, national origin, sex, disability, age, marital status, height, weight, sexual orientation, economic status and familial status.
7.2 MEMBERS: The Club shall have members who are interested in the objects and purposes of the Club and who are registered with U.S. Figure Skating, with voting rights and any other legal rights or privileges in connection with the governance of the Club, in accordance with such provisions and criteria pertaining to qualifications, classification, privileges, application and acceptance of members established from time-to-time by the Board of Directors. Members of the Club shall be required to abide by, and to conduct themselves in a manner consistent with, the Bylaws, Official Rules, policies, procedures, code of conduct, and code of ethics and principals of ethical behavior of U.S. Figure Skating.
7.3 APPLICATION FOR MEMBERSHIP: Applications for membership in the Everett Figure Skating Club shall be sent to the Membership Chairperson and shall include personal information as requested on the application form. Written agreement to comply with the rules and regulations of the EFSC and the USFS must be signed by the applicant or the parent or guardian if the applicant is under 18 years of age. Applications for membership will be submitted to the Membership Chairperson and can be referred to the Board of Directors.
7.4 LIMITS ON MEMBERSHIP: With the approval of the Board of Directors, the Membership Committee may place a limit on the number of members or of any class of members.
7.5 CLASSES OF MEMBERSHIP:
7.5a. Senior Members: Senior Members shall be eighteen (18) years of age or older and shall enjoy all privileges of the Club, in addition to the privileges authorized in the USFS Constitution including the right to vote as members of the Club.
7.5b. Junior Members: Junior Members shall be under eighteen (18) years of age and shall enjoy all privileges of the Club except voting or holding office. All Junior Members are required to have a parent or guardian that is a member of the club.
7.5c. Associate Members: Associate membership shall be available to persons who have designated another USFS club as their home Club, but who wish to participate in the activities and support the interests of EFSC. Associate Members shall have all privileges of the Club except voting or holding office. 7.5d. Honorary Members: The Board of Directors may elect Honorary Members at any meeting of the members after recommendation by the Board of Directors. Honorary Members shall be free from initiation fees, dues or assessments for life and shall enjoy all privileges of the Club. Honorary members designating EFSC as their home club have the right to vote and to hold office on the EFSC Board of Directors. USFS dues will be paid by the Club for Home Club Honorary Members. 7.5e. Professional Members: Professional Members may serve on the Board of Directors and may vote in Club elections as permitted by USFS rules. No more than one Professional Member may be on the Board of Directors in any given year. 7.5f. Senior Non-Skating Members: Senior non-skating members shall be eighteen (18) years of age or over and shall enjoy all privileges of the club except skating. In addition to the privileges authorized by USFS Constitution, they shall have the right to vote and hold office.
7.6 MEMBERSHIP YEAR AND PAYMENT OF DUES AND FEES: Dues are payable at the time of application for membership; no such application shall be accepted unless accompanied by dues and other designated fees. The membership year shall coincide with the US Figure Skating membership year unless otherwise provided by the Board of Directors. The membership chairperson must receive membership fees and applications of competitors who wish to enter the qualifying competition by 5:00pm; one week prior to the USFS deadline. Annual dues shall be established by the Board of Directors and shall include the USFS portion. Amount of dues need not be uniform among classes of membership. Members, who are in arrears for dues or other indebtedness, shall not be allowed to renew their membership until all such fees are paid in full or The Board of Directors has approved arrangements for payment.
7.7 RESIGNATION: Any Member not in arrears for dues or other indebtedness may tender a written resignation of his/her membership to the Secretary, who shall report the resignation to the Board of Directors and shall record the resignation in the Club’s records and shall also inform the USFS.
7.8 BOARD APPROVAL FOR COMPETITION OR EXHIBITION: No Member or Members of the Club shall make entry in the name of the Club in any competition or exhibition except with the approval of the Board of Directors. This rule is from the USFS Constitution and all rules therein apply.
RESPONSIBILITY OF MEMBERSHIP
8.1 PRIVILEGES & RESPONSIBILITIES OF MEMBERS:
8.1a. Prompt payment of all dues and fees as specified by the Board of Directors.
8.1b. Compliance with the Bylaws and Rules of the Club, failure to do so may result in suspension or expulsion of the member.
8.1c. To inform the Membership Chairperson of any change in name, address, and telephone number, failure to do so shall be deemed a waiver of any notice provided for in the Rules of the Club or Bylaws.
8.1d. No Member of EFSC shall make entry in the name of the club in any competition or exhibition or show without the written approval of an Officer of the Board of Directors. Proof of membership in good standing shall be required before such approval will be given.
8.1e. Notifying Test Chair of any change in test status.
9.1 ANNUAL MEETING: The Club shall hold an annual meeting of its members for the purpose of electing Directors and for the transaction of such other business as may come before the meeting at a time, date and place stated in or fixed in accordance with a resolution of the Board of Directors. If no place is stated, the meeting shall be held at the Club’s principal office. Failure to hold an annual meeting shall not work a forfeiture of dissolution of the Club or invalidate any action taken by the Board of Directors or Officers of the Club.
9.2 SPECIAL MEETINGS: Special meetings of the members may be called at any time by the Board of Directors, the President or by written demand of the members stating the purpose or purposes for calling the meeting signed and dated by members holding at least ten percent (10%) of all votes entitled to be cast on any issue proposed to be considered at the meeting. The record date for determining the members entitled to demand a special meeting is the date of the earliest of any of the demands pursuant to which the meeting is called or the date that is sixty (60) days before the date the first of such demands is received by the Club, whichever is later. If notice is not given within thirty (30) days after the date of the written demand or demands are delivered to a Club Officer, a person signing the demand may set the time and place of the meeting and give notice as provided in these Bylaws. Special meetings shall be held at such time and place as may be designated by the authority calling such meeting. If no place is stated, special meetings shall be held at the Club’s principal office. The purpose of any special meeting of the members shall be stated in such notice. Only business within the purpose described in the notice may be conducted at a special meeting of members.
9.3 NOTICE OF MEETINGS: Notice shall be given to each member entitled to vote at a meeting in a fair and reasonable manner. Notice may be given as set forth below or by other means when all the circumstances are considered. Written notice by first class or registered mail of any annual, regular, or special meeting stating the place, date and hour of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting. If notice is not given by first class or registered mail, then no less than thirty (30) days notice must be provided. Notice of a special meeting shall include a description of the purpose or purposes of the meeting. Notice of an annual meeting need not include a description of the purpose or purposes that shall be stated with respect to (i) an amendment to the Articles of Incorporation or Bylaws of the Club; (ii) a merger; (iii) a sale, lease, exchange, or other disposition other than in the usual and regular course of business, of all or substantially all of the property of the Club; or (vi) the dissolution and liquidation of the Club. When giving notice of an annual, regular or special meeting of members, the Club shall give notice of a matter a member intends to raise at the meeting if a person entitled to call a special meeting submits a request, in writing, and it is received by the Secretary or President at least ten (10) days before the Club gives notice of the meeting.
9.4 METHODS OF NOTICE: Notice shall be given personally or by mail, facsimile or other form of wire or wireless communication by or at the direction of the President, the Secretary or the persons calling the meeting, to each member entitled to vote at such meeting. Such notice shall be deemed to be given and effective at the earliest of: (i) the date received; (ii) five (5) days after deposit in the United States mail, properly addressed to the member at the member’s address as it appears in the Club’s current record of members, with first class postage prepaid; (iii) the date shown on the return receipt, if mailed by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (iv) thirty (30) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered or certified postage affixed. A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to address shown in the Club’s current list of members, or in the case of members who are residents of the same household and who have the same address on the current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members.
9.5 WAIVER OF NOTICE: A member may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such member. Such waiver shall be delivered to the Club for filing with the Club records, but this delivery and filing shall not be conditions to the effectiveness of the waiver. Further, by attending a meeting either in person or by proxy, a member waives objection to lack of notice or defective notice of the meeting unless the member objects at the beginning of the meeting or the holding of the meeting or the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the member also waives any objection to consideration at the meeting of a particular matter not within the purposes described in the meeting notice unless the member objects to considering the matter when it is presented.
9.6 VOTING LIST: After a record date is fixed for a membership meeting or for determining the members entitled to vote by written ballot, the Secretary shall make, at the earlier of ten (10) days before such meeting or two (2) business days after notice of the meeting has been given, a complete list of the members entitled to be given notice of such meeting or any adjournment thereof. The list shall be arranged in alphabetical order and shall show the name and address of each member and number of votes to which each member is entitled. For the period beginning the earlier of ten (10) days prior to the meeting or two (2) business days after notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of the Club, or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any member or the member’s agent or attorney during regular business hours and during the period available for inspection.
9.7 PROXIES: At all meetings of members, a member may vote by proxy by signing an appointment form or similar writing, either personally or by the member’s duly authorized attorney-in-fact. A member may also appoint a proxy by transmitting or authorizing the transmission of an electronic transmission providing a written statement of the appointment to the proxy or other person duly authorized by the proxy to receive appointments as agent for the proxy or to the Club. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the member transmitted or authorized the transmission of the appointment. The proxy appointment form or similar writing shall be filed with the Secretary of the Club before or at the time of the meeting. The appointment of a proxy is effective when received by the Club and is valid for eleven (11) months unless a different period is expressly provided in the appointment form or similar writing.
9.8 CLUB’S ACCEPTANCE OF VOTES: If the name signed on a vote, consent, waiver, proxy appointment or proxy appointment revocation corresponds to the name of a member, the Club, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and give it effect as the act of the member. If the name signed on a vote, consent, waiver proxy appointment or proxy appointment revocation does not correspond to the name of the member, the Club, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation if to do so is proper under rules established by the corporation that are not inconsistent with this section. No member under the age of 18 shall be entitled to vote.
9.9 ADJOURNMENT OF MEETING: When a meeting is adjourned to another date, time or place, notice need not be given of the new date, time or place if the new date, time or place of such meeting is announced before adjournment of the meeting at which the adjournment is taken. At the adjourned meeting the Club may transact any business, which may have been transacted at the original meeting. If a new records date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting as of the new record date.
9.10 MEETINGS BY TELECOMMUNICATIONS: Any or all of the members may participate in an annual or special membership meeting by attending the meeting, or the meeting may be conducted through the use of any means of communication by which all members participating in the meeting can hear each other during the meeting. A member participating in a meeting in this manner is deemed to be present in person at the meeting.
9.11 ACTION WITHOUT A MEETING: 9.11a. By Unanimous Written Consent: Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing (or counterparts thereof) that sets forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof and received by the Club. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the members. Action taken under this Section is effective as of the date the last writing necessary to effect the action is received by the Club, unless all of the writings specify a different effective date, in which case such specified date shall be the effective date for such action. The record date for determining members entitled to take action without a meeting is the date the Club first receives a writing upon which the action is taken. Any member who has signed a writing describing and consenting to action taken pursuant to this Section may revoke such consent by a writing signed by the member describing the action and stating the member’s prior consent is revoked, if such writing is received by the Club before the effectiveness of the action. All signed written instruments necessary under this provision shall be filed with the minutes of the membership meetings.
9.11b By Written Ballot: Any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the Club delivers a written ballot to every member entitled to vote on the matter. The written ballot shall: (i) set forth each proposed action; and (ii) provide an opportunity to vote for or against the proposed action. Approval by written ballot shall only be valid when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall: (i) indicate the number of responses necessary to meet the quorum requirements; (ii) state the percentage of approvals necessary to approve each matter other than election of directors; (iii) specify the time by which the ballot must be received by the Club in order to be counted; and (iv) be accompanied by written information sufficient to permit each person voting to reach an informed decision. Written ballots may not be revoked.
10.1 METHOD OF PROCEDURE: Any Member or Members having a complaint against another Member for the infraction of any law or rule, other than skating rules, or for conduct injurious to the welfare of the Club, may report the same in writing to the Board of Directors no later than thirty (30) days from the date of the incident. Such complaint shall set forth the facts upon which the complaint is based, together with the names of witnesses, if any. After receiving a complaint, the Board of Directors shall investigate, and shall call a Special Meeting to hear testimony by interested Members. The complaint(s) and the Member complained of shall receive at least ten (10) days notice of such meeting and may be heard with their witnesses. The statements and evidence shall be reduced to writing and filed with the Secretary, and he/she shall mail copies to the complainant(s), and to the Member against whom the complaint was filed. The Board of Directors, after considering all of the evidence may craft an appropriate penalty for wrongful conduct, including without limitation, monetary penalty, suspension or removal from the Club. The decision of the Board of Directors shall be final.
10.2 PROCEDURE FOR SUSPENSION OR EXPULSION OF MEMBERS: The Board of Directors shall have the right to suspend the membership of any member who:
10.2a. is in arrears for fees or who is otherwise indebted to EFSC for a period of more than 30 days
10.2b. Behavior while representing the Club at any facility or competition does not abide by the Rule of the Club and/or the Bylaws and/or the Rules of the USFS, and/or the spirit of mutual respect and support among ice skaters. In such a case the Secretary shall notify the Member by mail at the Member’s last known address of the full nature of the complaint and/or the indebtedness and the pending suspension. Suspension of the said Member shall be automatic if there is no appeal to the Board of Directors by the Member in question within 30 days of said notification; and shall take place by a majority vote of the Board of Directors if no alternative satisfactory solution is offered within the time frame.
10.3 SUSPENDED MEMBERS: 10.3a. shall not have the right to participate in Club activities or elections until fully reinstated by the Board of Directors, and further, it shall be the responsibility of the Suspended Member to propose a satisfactory solution to the indebtedness or other problem to the Board of Directors
10.3b. A suspended Member shall be expelled from the Club and his/her name dropped from the membership rolls if no satisfactory resolution to the problem or a plan for repayment of the indebtedness has been approved by the Board of Directors within ninety (90) days of the suspension.
10.3c. No currently suspended Member may renew his/her Membership in the Club without the approval of the Board of Directors.
10.3d. The USFS shall be notified of all suspensions and/or expulsions.
FEES, DUES & ASSESSMENTS
11.1 FEES, DUES AND ASSESSMENTS: The Board of Directors shall establish a schedule of fees, dues and assessments annually. Members must remain current in payment of these fees, dues and assessments in order to maintain good standing as Members of the Club.
12.1 INDEMNIFICATION: The Club shall indemnify any Director, Officer or agent of the Club to the fullest extent permitted by the Nonprofit Law and any other applicable laws of the State if (i) such person conducted himself or herself in good faith, (ii) such person reasonably believed (A) in the case of a Director acting in his or her official capacity, that his or her conduct was in the Club’s best interests, or (B) in all other cases, that such person’s conduct was at least not opposed to the Club’s best interests, and (iii) in the case of any criminal proceeding, such party had no reasonable cause to believe his or her conduct was unlawful. However, the Club may not indemnify a person either (i) in connection with a proceeding by the Club in which the person is or has been adjudged liable for gross negligence or willful misconduct in the performance of the person’s duty to the Club or (ii) in connection with any proceeding charging improper personal benefit to the person, whether or not involving action in the person’s official capacity, in which the person was adjudged liable on the basis that personal benefit was improperly received by the person (even if the Club was not thereby damaged). Any indemnification under this Article (unless ordered by a court) shall be made by the Club only if authorized in the specific case after a determination has been made that the person is eligible for indemnification in the circumstances because the person has met the applicable standard of conduct set forth in this Article and after an evaluation has been made as to the reasonableness of the expenses. Any such determination, evaluation and authorization shall be made by the Board of Directors by a majority vote of a quorum of the Board; said quorum shall consist of Directors not parties to the subject proceeding, or by such other person or body as permitted by law.
12.2 INSURANCE: The Club may maintain insurance at its expense for the purpose of indemnifying any Officer, Director or agent as provided in these Bylaws.
13.1 NOTICES: Any notice required or permitted to be given by an Officer, Director or Member shall be deemed given if in writing and delivered by hand, deposited in first class mail, postage prepaid or sent by facsimile or email, to the last known address of the person receiving the notice.
13.2 RECORDS: The Club shall keep as permanent records minutes of all meetings of its members and Board of Directors, a record of all actions taken by the members or Board of Directors without a meeting and of actions taken by a committee in place of the Board of Directors, and a record of all waiver of notices of meetings of members, the Board of Directors or any committee. The Club shall also maintain the following records: (i) appropriate accounting records; (ii) its Articles of Incorporation and Bylaws; (iii) Board resolutions relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members, if any (iv) a list of the names and business or home addresses of its current Directors and Officers; (v) a copy of its most recent corporate report delivered to the State; (vi) a record of its members which permits preparation of a list of the names and addresses of all members in alphabetical order and, if applicable, by class which shows the number of votes each member is entitled to cast; (vii) all written communications within the past three (3) years to members; and (vii) all financial statements prepared for periods during the last three (3) years that a member of the Club could have requested under the State law.
13.3 INSPECTION AND COPYING OF CLUB RECORDS: Upon written demand delivered at least five (5) business days before the date on which a member wishes to inspect and copy any of the Club records identified in section 13.2 of this Article, a member, their agent or attorney is entitled to inspect and copy such records during regular business hours at the Club’s principal office. The Club may impose a reasonable charge, covering the costs of labor and material, for copies of the documents provided. The charge may not exceed the estimated cost of production and reproduction of the records. A member may also inspect any other records at a reasonable location specified by the Club upon the same terms and conditions. Members entitled to inspect these other records must also meet the following requirements: (i) the member must have been a member at least three (3) months immediately preceding the demand; (ii) the demand must be made in good faith and for proper purpose; (iii) the member must describe with reasonable particularity the purpose and the records the member desires to inspect; and (iv) the records must be directly connected with the described purpose. The rights set forth herein may not be abolished or limited by the Articles of Incorporation or these Bylaws.
13.4 LIMITATIONS ON USE OF MEMBERSHIP LIST: Unless the Board of Directors gives its consent, the Club’s membership list or any part thereof may not be: (i) obtained or used by any person for any purpose unrelated to a member’s interest as a member; (ii) used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election by the corporation; (iii) used for any commercial purpose; or (iv) sold to or purchased by any person.
13.5 FINANCIAL STATEMENTS: Upon the written request of any member, the Club shall mail to such member its most recent annual financial statements, if any, and its most recently published financial statements, if any, showing in reasonable detail its assets and liabilities and results of its operations.
13.6 CONVEYANCES AND ENCUMBRANCES: Property of the Club may be assigned, conveyed or encumbered by such Officers of the Club and may be authorized to do so by the Board of Directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale exchange, lease or other disposition of substantially all of the property and assets of the Club shall be authorized only in the manner prescribed by applicable statute.
14.1 SEVERABILITY: The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provision were omitted.
14.2 AMENDMENTS: These Bylaws may be amended, altered, or repealed and new bylaws may be adopted by a vote of two-thirds (2/3) of a quorum.
14.3 QUORUM: Two-thirds (2/3) of the total number of members eligible to vote constitutes a quorum.