APRES SKI
CLUB, INC.
"BY-LAWS"
P.O. Box 4794
San Jose, Ca.
95014-4794
ARTICLE I
The
Board of Directors of Apres Ski Club, Inc. (hereinafter referred to as Club) is
hereby granted full power and authority to set the principal office in the
County of Santa Clara. Such address shall be noted by the secretary opposite
this section but shall not be considered an amendment to these By-Laws.
ARTICLE II
MEMBERS
Section 1. Members: A 21 year or older person
that has paid current dues that is one of the following:
1.
Unmarried
2.
Any
unmarried person that becomes married while they are an active member.
3.
Any
prior active member whose membership terminated due to marriage.
4.
Any
spouse of numbers 2 and 3 above.
Section 2. Guests: Individuals who are not
members, eighteen years of age or older.
Children, under the age of eighteen years, shall be considered guests
when the planned event allows their attendance. Guests over seventeen years but
under twenty-one years shall be invited to the planned event when the event allows
their attendance.
Section 3. Termination
of Membership: Membership shall terminate upon death, non-payment of dues, or an
action by the Board of Directors requiring a two-thirds (2/3) majority vote.
Section 4. Voting
Rights:
Each member shall have one vote on issues and elections presented to the
general membership. An absent member can submit an absentee ballot if it is
received by the Club prior to the election. Applications for absentee ballots
will be made available to the membership at the two (2) general meetings
preceding the election. Safeguards are to be provided to prevent abuse.
Section 5. Member's
Rights:
All voting rights and the right to hold office in this Club shall be vested
exclusively in members.
ARTICLE III
ANNUAL MEETINGS
Section 1. Annual
Meetings:
The annual election meeting of the membership shall be held at the regular
meeting location during the first (1st) general meeting in the month of March.
Special meetings of the membership may be called and held as ordered by the
Board of Directors or as petitioned in writing by at least one-fourth (1/4th)
of the members of this Club. Notice of special meetings shall be given each
member not less than seven (7) days before such meeting by mailing a copy of
such notice to the address of the members as it appears on the membership
register of the Corporation, or by posting such notice in a conspicuous
location at a regularly scheduled meeting of the members.
Section 2. Quorum: The presence of members at
the annual meeting constitutes a quorum.
ARTICLE IV
FEES
Section 1. Dues: There shall be annual dues
required from members in the amount designated by the Board of Directors.
Section 2. Fees: The Board of Directors
shall have authority to charge fees to members and guests for any activity
undertaken by the Club where in the best judgment of said Board fees are
appropriate.
Section 3. Assessments: The Board of Directors shall have authority to assess such sums against members as in their best judgment is required.
ARTICLE V
OFFICERS
Section 1. Officers: The four (4) officers of
the Club shall be President, Vice President, Secretary, and Treasurer. One
person may not hold more than one (1) elected office at the same time.
Section 2. President: The president shall be the
chief executive officer of the Club. To execute the policies of the Board of
Directors, the President shall have general supervision, direction and control
of the affairs of the Club. The President shall preside at all meetings of
members and meetings of the Board of Directors. In the absence of the
Treasurer, the President shall have signatory authority to disburse the funds
of the Club upon authorization by a vote of the Board of Directors. The
President shall be an ex-officio member of all committees except those
specifically excluded herein.
Section 3. Vice
President:
The Vice President shall, in the absence or disability of the President,
perform all duties of the President, and when so acting, shall have the powers
of and be subject to the restrictions upon the President. Vice President shall
be coordinator of all standing committees. The Vice President shall be
responsible for coordinating communications.
In the event of a permanent vacancy of the Presidency, the Vice
President shall automatically assume the office of President.
Section 4. Secretary: The Secretary shall keep at
the principal office of the Club a book of minutes of all meetings of the Board
of Directors with the time and place of holding, how called or authorized, the
notice thereof given, the names of those Board members present, and the
proceedings thereof. The Secretary shall keep at the principal office of the
Club a register showing the names and addresses of all members.
Section 5. Treasurer:
The
Treasurer shall keep and maintain adequate and correct books of accounts
showing the receipts and disbursements of the Club and an account of its cash
and other assets, if any. Such books of account shall at reasonable times be
open to inspection of any member. The treasurer shall deposit all monies of the
Club with such depositories as are designated by the Board of Directors, and
shall render to the President and the Board of Directors, upon request,
statements of the financial condition of the Club. The Treasurer shall be
authorized to disburse funds of the Club as may be required by the Board of
Directors.
ARTICLE VI
ELECTION AND TERM OF OFFICE
Section 1. Nomination: The current Board of
Directors shall appoint a Nominating Committee from which the President shall
be excluded. The Nominating Committee shall attempt to select at least two (2)
candidates for each office. The selections made by the Nominating Committee
shall be presented to the general membership two (2) meetings prior to the
annual meeting. No one person can be presented to the membership for more than
one office.
Section 2. Floor
Nominations: Nomination of elective offices shall be accepted from the floor at the
two (2) meetings prior to the annual election meeting. No one person may accept
nomination for more than one office.
Section 3. Election: The Officers shall be
elected annually by a plurality of the voting membership present at the annual
meeting.
Section 4. Term
of Office:
Each officer shall hold office until he resigns, is removed, or is otherwise
disqualified to serve, or until his successor shall be elected. The term of
office shall coincide with the fiscal year of the Club.
Section 5. Removal
and Resignation: Any officer may resign or may be removed without cause by two-thirds
(2/3) vote of the full Board of Directors at any time.
Section 6. Vacancies: Vacancies may be filled by
a vote of the Board of Directors or by the President until such appointment is
made by the Board of Directors.
ARTICLE VII
DIRECTORS
Section 1. Number of Directors and Qualifications: The authorized number
of Board members shall be no less than thirteen (13) and no more than sixteen
(16). At all times membership on the Board shall include the four (4) officers
and a minimum of nine (9) and a maximum of twelve (12) members-at-large
(Directors).
Section 2. Appointment
of Directors: The elected officers shall appoint a minimum of nine (9) and a maximum
of twelve (12) members-at-large to the Board of Directors at the outset of the
concurrent term of office.
Section 3. Removal and Resignation: Any Director may resign or may be
removed without cause by two-thirds (2/3) vote of the full Board of Directors
at any time.
Section 4. Vacancies: After the initial appointments, vacancies shall be
filled by a vote of the remaining Board members.
Section 5. Function
of the Board of Directors: The Board of Directors shall formulate, enact, and
monitor the policies of the Club. The
Board shall act responsively to the general membership. The Board of Directors
shall have exclusive authority to authorize expenditure of Club funds and to
determine the Club financial policy. A
simply majority of the current number of Board members shall constitute a
quorum at a Board of Directors’ meeting.
Section 6. Board of Directors' Meeting: There shall be at least one (1)
meeting of the Board of Directors each month during the calendar year noticed
at least one (1) week in advance. Said Board meetings are open to all members
of the Club. Each Director or their assistant in the Director’s absence shall
have one (1) vote at the Board meetings. Special meetings may be called by the
President or any three (3) Board members.
Section 7. Emergency Action Meeting of Board of Directors: The Board of
Directors may enact an emergency decision upon the approval of two-thirds (2/3)
of the Board of Directors prior to the enactment. All available Board members
must be contacted for their vote. All such votes shall be made part of the
Minutes of the next meeting of the Board of Directors.
ARTICLE VIII
COMMITTEES
Section 1. Audit
Committee: The Board of Directors
shall appoint an Audit Committee consisting of three (3) members of the Club
other than current Officers or Directors of the Club. The Audit Committee shall
submit to the Board of Directors a statement of its audit of the Club's
finances at the Board meeting immediately prior to the annual meeting of the
membership.
Section 2. Nominating Committee: Defined in Article VI, Section 1.
Section 3. Additional Committees: The Board of Directors may appoint or
dissolve such other committees as it deems necessary in order to carry out the
purposes of this Club. Members of the
Club are eligible for committee membership.
Section 4. Regulation of Committees:
A. No expenses, or commitment outside the approved budget thereof, shall be
incurred by any committee without prior approval of the Board of Directors.
B.
The Board of Directors shall promulgate such policies as necessary for
the proper function of such committees.
ARTICLE IX
DOCUMENTS
Section 1. Execution of Documents: The Board of Directors by majority vote of the full
Board may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the Club and
such authorization may be general or confined to specific instances; and unless
so authorized by the Board of Directors, no officer, agent or other person
shall have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or in
any amount.
Section 2. Inspection of By-Laws: The Club shall keep in its principal
office the original or copy of these By-Laws as amended or otherwise altered to
date, certified by the Secretary, which shall be open to inspection by the
members at all reasonable times.
Section 3. Construction and Definition: Unless the context otherwise
requires, the general provisions, rules of construction and definition
contained in the California General Non-Profit Corporation Law shall govern the
construction of these By-Laws.
Section 4. Conduct of Meetings: The rules contained in the Roberts Rules
of Order, latest revision, shall govern all members meetings and Board meetings
of the Club unless suspended by the President with a simple majority vote of
the Board.
ARTICLE X
AMENDING BY-LAWS
Section 1. Powers
of the Directors: The Board of Directors are authorized to adopt, amend, or repeal the
By-Laws, other than a By-Law changing the authorized number of Directors,
curtailing the rights associated with membership or defining the criteria for
membership as stated herein. Such action under the authority of the Board shall
require a majority vote of the full Board of Directors. Any such changes shall
be specifically announced as they occur and made available to the general
membership.
Section 2. Powers of the Members to Amend By-Laws: New By-Laws may be adopted
or these By-Laws may be amended or repealed by the written ballot of a majority
of the total votes cast from absentee ballots and members present at any
meeting scheduled for this purpose which constitutes at least twenty-five
percent (25%) of the membership. Such
meeting may be called by a majority vote of the Board or by petition of the
Board of Directors signed by twenty-five (25) members not currently on the
Board of Directors. The Board of Directors must schedule any meeting thus
petitioned. Notification in writing of such a meeting and its purpose must be
given to all members at least two weeks prior to the meeting. The essence of
the proposed amendments must be included in the notification of the meeting.
(As Revised Through April 2011)