BYLAWS
ARTICLE I -
NAME
The
official name of the organization is East Tennessee Mogul Mashers, Inc. (ETMM).
ARTICLE II -
PURPOSE
The
purpose of ETMM is to:
·
Promote winter recreational sports and activities such as, but not
limited to, alpine skiing, Nordic skiing, snow boarding, and racing for
Members.
·
Promote and coordinate year-round social and recreational activities
for Members.
·
Promote and coordinate special events for the benefit of Members.
·
Do any and all other things permitted by law.
ARTICLE III -
OFFICE LOCATION
The
principal office of ETMM shall be in the State of
ARTICLE IV -
MEMBERSHIP
Section
A: Classes of Members
The
corporation shall have four classes of members.
The designation of such classes and the qualifications and rights of the
members of such classes shall be as follows:
1. Single Membership - This is a membership for one adult person (at
least 21 years of age). Upon initial
payment of the annual dues, the Member shall receive an ETMM membership card
and shall be entitled to one vote.
2. Family Membership - This membership shall consist of one or two
adults plus all dependent children 23 years of age or less. Upon initial payment of annual dues, family
Members shall receive an ETMM membership card for each skiing member of the
family. The adults will have the
privilege of one vote each.
ARTICLE IV, cont.
3. Honorary Membership - This membership shall be extended to those
persons not members of the corporation, whom the President deems worthy, for a
period of one year. Membership shall be
subject to the approval of a majority of the Board of Directors. No annual dues shall be required. This member is not entitled to a vote.
4. “B” Class Membership - This membership shall be reserved for
organizations. “B” class members are
entitled to one business card-size ad in each monthly newsletter. Up to four representatives will be able to
attend club functions at the club membership rate. One representative from each organization is
entitled to a vote.
Section
B: Membership
Persons
interested in joining the corporation shall do so by submitting a membership
application. The release clause on the
application must be signed by the applicant and endorsed by a sponsoring active
member. Membership dues must be paid in
full as directed in Article V. For
purposes of these Bylaws, an “active member” or a “member in good standing”
shall be a member who has paid annual dues and properly completed an
application/renewal form.
Section
C: Voting
Each
member shall be entitled to a vote, as indicated in Section A, on each matter
submitted to a vote of the general membership.
Section
D: Suspension or Termination of
Membership
The
Board of Directors, by the affirmation vote of a majority of all Board members,
may suspend or terminate the status of a Member after an opportunity for an
appropriate hearing before the membership for any of the following causes, or
other causes as the Board may determine:
·
Failure to pay dues
·
Failure to meet financial obligations
·
Misconduct of a Member
·
Any other reason applied equally to Members
Section
E: Reinstatement of Terminated
Membership
Upon
a written request signed by a formerly terminated member and filed with the
Secretary, the Board of Directors, by the affirmative vote of its majority, may
reinstate such former member to membership, upon such terms as the Board may
deem appropriate.
ARTICLE
IV, cont.
Section
F: Resignation
Any
member may resign by filing a written resignation with the Secretary, but such
resignation shall not relieve the member so resigning of the obligation to pay
any dues, assessments, or other charges theretofore accrued and unpaid.
Section
G: Transfer of Membership
Membership
in this corporation is not transferable or assignable.
ARTICLE V -
DUES
Section
A: Annual Dues
The
amount of dues may be changed by any majority vote of the voting members at any
duly called general membership meeting or any duly called special membership
meeting. Annual dues shall include
membership in the Crescent Ski Council, Inc. (Crescent), for all classes of
membership.
Section
B: Payment of Dues
Dues
shall be payable annually on a date as determined by the Board of Directors.
Section
C: Default and Termination of Membership
When
a member of any class of membership shall default in the payment of dues for a
period of two months, that membership will be revoked.
ARTICLE VI -
OFFICES AND TERMS OF OFFICE
Section
A: Offices
The
offices of the corporation shall be:
President, Vice-President, Secretary, Treasurer, and three Board Members
at Large. The same person may hold no
two offices at the same time. The
President, Secretary, and Treasurer positions must be filled at all times. In the event one of these positions is
vacated, the Board must select a replacement, which must be approved by a
majority vote of the general membership.
ARTICLE
VI, cont.
Section
B: Election and Term
The
officers of the corporation shall be nominated annually by the general
membership at the March membership meeting.
Elections will take place at the April membership meeting. Each officer shall hold office until his/her
successor has been duly elected and installed, which shall take place at the
May membership meeting. The term of
office shall be May 1 - April 30 (ETMM fiscal year).
Section
C: Removal of Officers
Any
officer or agent elected may be removed by the general membership at any
regular or special meeting of said general membership, but such removal shall
require a two-thirds majority vote of a quorum of the general membership.
Section
D: Vacancies
A
vacancy in any office because of death, resignation, removal, disqualification,
termination of membership, or otherwise, may be filled by the Board of
Directors for the unexpired portion of the term, and any duly qualified member
of the corporation shall be eligible for such vacancy. A majority of the general membership must
approve the Board’s selection.
Section
E: Duties of Officers
1. President - The President shall be the principle executive officer
of the corporation and shall, in general, supervise and control all the
business and affairs of the corporation.
The President shall preside at all meetings of the members and of the
Board of Directors. The President will
be responsible for maintaining the corporation’s permanent records, such as
corporate charter and meeting minutes.
The President may sign, with the Secretary or any other proper officer
of the corporation authorized by the Board of Directors, any deeds, mortgages,
bonds, contracts, or other investments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution of
said items has been delegated by the Board of Directors or by these bylaws or
by statute to some other officer or agent of the corporation. In general he/she shall perform all duties
instant to the President and other duties as may be prescribed by the Board of
Directors from time to time. At the
conclusion of the term, the President shall become one of the Board Members at
Large for a period of one year.
ARTICLE
VI, cont.
2. Vice-President - In the absence of the President, or in the event
of his/her inability or refusal to act, the Vice-President shall perform the
duties of the President, and when so acting, shall have all the powers of and
be subject to all the restrictions placed upon the President. The Vice-President shall perform such other
duties as from time to time may be assigned to him/her by the President or by
the Board of Directors. The
Vice-President automatically becomes President of the next administration
without vote. If the president leaves
office before the end of his/her administration, the Vice-President will fill
the position and normal procedure will follow in order to fill the vacancy of
the Vice-President.
3. Treasurer - If required by the Board of Directors, the Treasurer
shall give bond for faithful discharge of his/her duties in such surety as the
Board of Directors shall determine. The
Treasurer will be responsible for assembling all financial reports, including,
but not limited to, work with an outside CPA, filing of annual reports with the
Board, and completion of any pertinent Federal or State tax forms. The Treasurer shall have charge and custody
of and be responsible for all funds and securities of the corporation, receive
and give receipts for monies and dues payable to the corporation from any
source whatsoever, and deposit such monies in the name of the corporation at
such bank, trust companies, or other depositories as shall be selected in
accordance with the provisions of Article X of the bylaws, and in general, perform
all the duties incident to the office of Treasurer, and such other duties as
from time to time may be assigned to him/her by the President or by the Board
of Directors.
4. Secretary - The Secretary shall keep the minutes of the meetings
of the members and of the Board of Directors; will give a copy of all minutes
to the President for permanent file and see that all notices are duly given in
accordance with the provisions of these bylaws or as required by the
Constitution or by the law; be custodian of the corporate records and sign all
documents as directed by these bylaws or by the Board of Directors; keep a
register of the mailing addresses and telephone numbers of each member, which
shall be furnished to the Secretary by each member; and, in general, perform
all the duties incident to the office of Secretary, and such other duties as
from time to time may be assigned to him/her by the President or by the Board
of Directors.
5. Board Members at Large - The three Board Members at Large are
responsible for representing the general membership on the Board of
Directors. They are responsible for
conveying the needs, wants, and wishes of the general membership to the Board
of Directors. Other such duties may be
assigned from time to time by the President or by the Board of Directors. The immediate Past President will serve as
one of the three Board Members at Large.
Section F: Crescent Representation
The
President and Vice-President will serve as the official Crescent
representatives for ETMM. If the President
or Vice-President cannot attend a Crescent Board of Directors meeting, a member
may be chosen in place to represent ETMM.
ARTICLE VII - COMMITTEES
Section A: Directors of Special Events
Directors
of special events may be appointed as deemed necessary by the President and the
majority of the Board of Directors.
Section B: Standing Committees
The corporation shall have
the following standing committees:
1. Membership (recruitment, retention, database)
2. Publicity (newsletter, media)
3. Racing
4. Trips
Section C: Committee Chairpersons
Chairpersons
of all standing committees shall be appointed by the president-elect with the
approval of the rising Board of Directors, which appointment shall occur
between the membership meeting in April and the Board meeting in May. Each standing committee chairperson shall
hold office from the time of appointment until the next annual meeting of the
members of the corporation and until his/her successor is appointed, unless the
committee itself be sooner terminated, or unless such chairperson shall cease
to qualify as a member of the corporation, provided, however, that the Board of
Directors by a majority vote may remove any standing committee chairperson with
or without a hearing.
Section
D: Vacancies
Vacancies
in the chairpersonship of any standing committee may be filled by appointment
made in the same manner as provided herein in the case of the original
appointments.
Section
E: Members of Committees
The
chairperson of any standing committee shall appoint such members to his/her
committee as he/she deems necessary for the performance of the duties of said
committee.
Section
F: Rules
Each
committee may adopt rules for its own government not inconsistent with these
bylaws, the constitution of this corporation, or with the rules adopted by the
Board of Directors.
ARTICLE VIII -
MEETINGS
Section
A: Annual Meeting
An
annual meeting of the general membership shall be held during the regular
monthly meeting in April of each year, at such place as shall be determined by
the Board of Directors, for the purpose of electing officers and for the
transaction of such business as may come before the meeting.
Section
B: Other Meetings
The
President shall arrange for and may announce to the general membership at least
three days in advance, a monthly meeting of the general membership, to be held
on the first Tuesday of each month at
Section
C: Special Meetings
The
President with the approval of any two members of the Board of Directors or 10%
of the voting membership may call special meetings in good standing.
Section
D: Place of Meetings
The
President and the Board of Directors may designate any place for any regular,
annual, or special meetings called by the aforementioned. If a majority of the voting members in good
standing shall meet at any time and place, either within or without the State
of
Section
E: Notice of Meetings
Written
or printed notices stating the place, date, and hour of any special meeting of
members shall be delivered either personally or by mail or by e-mail to each
member entitled to a vote at such meetings, not less than three days, nor more
than thirty-one days, before the date of such meeting.
Section
F: Quorum
A
quorum shall be twenty percent of total ETMM membership. A voting decision will require a two-thirds
majority vote of the quorum.
ARTICLE IX -
BOARD OF DIRECTORS
Section
A: General Powers
The
Board of Directors shall manage the affairs of the corporation.
Section
B: Number, Tenure, and Qualifications
The
Board of Directors shall consist of the elected officers and four standing
committee chairs herein named and shall serve for one fiscal year.
Section
C: Meetings
Meetings
of the Board of Directors may be called at the request of the President or any
two Board members. The person or persons
authorized to call these meetings may fix the date, the time, and place for
such meetings.
Section
D: Notices
Notices
of meetings of the Board of Directors shall be given at least two days prior to
such meetings by written notice delivered either in person, by mail, or by
telephone notice.
Section
E: Quorum
A
majority of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board. The act of a majority of the Board present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by law or by these
bylaws.
Section
F: Vacancies
Vacancies
on the Board of Directors shall be filled as indicated for the officers of the
corporation in Article VI.
ARTICLE X -
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section
A: Contracts
The
Board of Directors may authorize any officer or officers, agent or agents of
the corporation, in addition to the officers so authorized by these bylaws, to
enter into any contract or execute and deliver any instrument in the name of
and on the behalf of the corporation, and such authority may be general or
defined to specific instances.
ARTICLE
X, cont.
Section
B: Checks, Drafts, Etc.
All
checks, drafts, or orders for the payment of money, notes, or other evidences
of indebtedness issued in the name of the corporation shall be signed by such
officer or officers, agent or agents of the corporation and in such manner as
shall from time to time be determined by the resolution of the Board of
Directors, such instruments shall be signed by the Treasurer or by the
President of the corporation.
Section
C: Deposits
All
funds of the corporation shall be deposited from time to time to the credit of
the corporation to such checking accounts, savings accounts, or other
depositories that the Board of Directors may select.
ARTICLE XI -
BYLAW AMENDMENTS
Amendments
to these bylaws shall require a two-thirds majority vote of a quorum of members. All such proposed changes must be submitted
in writing to the general membership at least three days prior to the meeting.
ARTICLE XII -
DISSOLUTION
Upon
the dissolution of the East Tennessee Mogul Mashers, assets shall be
distributed for one or more exempt purposes within the meaning of section
501(c)(3) of the Internal Revenue Code, or corresponding section of any future
federal tax code, or shall be distributed to the Federal, State, or local
government for a public purpose. Any
such assets not so disposed of shall be disposed of by a court of competent
jurisdiction of the county in which the principal office of the organization if
then located, exclusively for such purposes.