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New Hampshire Ski Club Bylaws Rev. 04/09/26
New Hampshire Ski Club Bylaws
Articles of Agreement
The name of the corporation, the objects for which it is established, the nature of the business to be transacted by it, and the location of its principal and other places of business shall be set forth in the Articles of Agreement, as from time to time amended, and these By-Laws, the powers of the corporation and of its directors and members, and all matters concerning the conduct and regulation of the business of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in such Articles of Agreement, and such Articles of Agreement are hereby made a part of these By-Laws.
New Hampshire Ski Club, operates as a 501-(c)(7) Non-profit for the benefit of the members and is registered with the State of New Hampshire as such, and is owned solely by the membership and will conduct all business matters according to these By-Laws and abide by the internal Revenue Service "Rulings and Agreements" for "Social and Recreational Clubs".
Mission Statement
The NH Ski Club charter was developed to keep founder Ken Preve's memory and mission alive:
To promote snow sports, provide discounted benefits, trips, and seasonal activities and to support charitable works. |
These By-Laws have been voted on & approved by the Board of Directors and officially signed by two officers of the New Hampshire Ski Club:
The fiscal year of the Club shall be from June 1st to May 31st.
General meetings of the Club will be held monthly from September to May. There shall be no general meetings during the summer months unless proper notice is given to all members of the club. Meetings may be waived by decision of the Board of Directors, provided that at least seven general meetings are held per year
The Board of Directors will decide the date and place of general meetings. The meetings will take place on the second Wednesday of the month. All meetings shall be held at a public facility capable of accommodating the number of members who typically attend a general meeting, unless some other place in New Hampshire is definitely stated in the call therefor. Meetings may be held outside the State of New Hampshire; provided, however, that the record of any meetings held outside of New Hampshire shall be filed with the Secretary within ten (10) days of the date of such meeting, sworn to by the temporary Secretary.
The Board of Directors shall meet monthly at a time and place designated by the majority of the Board of Directors. The Board of Directors may, by majority vote, suspend one or more meetings scheduled in June, July, or August, if there is no pressing business requiring the Board’s attention.
The order of business at the Board of Directors meetings shall be as follows:
The order of business may be changed or suspended by a majority vote of the members present at the Board of Directors meetings.
The annual general meeting shall be held during the month of September but no later than November of each year. Elections shall be held per the date specified in section 3.2.1.
Notice of the annual general meeting shall be given to the membership via email, newsletter, and website posting at least ten days in advance of the date.
The order of business at the Annual meeting shall be as follows:
The order of business may be changed or suspended by a majority vote of the members present at the Annual meeting.
Special general meetings may be called by a 2/3rds-majority vote of the Board of Directors. The President upon a written petition signed by 20% of the members in good standing, provided that the said request states the reasons for the meeting shall also call a special meeting. The notice to the members regarding said meeting shall specify the reasons for the call and only those matters specified in said notice shall be discussed.
Special general meetings shall be called in or within ten (10) business days after Section 1.5.1 is satisfied.
A quorum at general meetings of the Club, at which business will be conducted, will consist of twenty-five (25) members or ten (10) percent of the members of the Club in good standing, whichever is less.
If there be less than a quorum in attendance at the time for which any meeting where business is transacted is called, the meeting may, after a lapse of fifteen minutes from the time appointed for the holding of the meeting, be adjourned, from time to time by the members or by the directors present, without notice for a period not exceeding one month at any time, without any notice other than by the chairman at the meeting, until a quorum shall attend. Any meeting at which a quorum is present may also be adjourned in like manner for such time as determined by vote.
At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.
A simple majority of the membership present must be obtained on all items on which a vote is taken at general meetings.
Roberts's Rules of Order shall govern in all cases not provided for within these bylaws.
Membership in the Club is open to persons eighteen years of age or older, of good character, and willing to abide by the Articles of Agreement and bylaws of the Club. Members must be twenty-one years of age or older to participate on a club sponsored activity or trip.
Members attending club sponsored activity or trip must sign a Waiver and Release of Liability in order to register and participate.
Application for membership shall be made on a form approved by the Board of Directors. This application must be filled out in full and be accompanied by one year's dues as stated on the membership application.
The Board of Directors, at their discretion may refuse any application for membership.
Complimentary membership for a period of one year renewable at the discretion of the Board of Directors may be granted to persons or organizations performing a service to the Club and who support the aims and objectives of the Club.
Serving Board of Directors and their partner will be given complimentary membership during the time of their service.
Lifetime membership may be granted, by majority of the Board of Directors, to members who:
Special members will have the full privileges of membership without payment of the annual dues.
Members in good standing will be entitled to vote on all motions put before the membership and to hold office on the Board of Directors.
The annual dues or fees of membership will be fixed by resolution of the Board of Directors.
There will be no limitation as to the number of members in the club
Digital Membership cards will be issued to all members in good standing.
The Board of Directors may expel any member whose conduct is prejudicial to the interests or reputation of the club with a 2/3rds-majority vote of the Board of Directors. This may take place at any regular or special meeting of the Board of Directors.
Any member expelled as in paragraph 2.9.1 above forfeits all privileges of membership and the balance of their subscription, and will return to the Club all property, which belongs to the club, upon receipt of notice of exclusion from the Secretary.
Membership shall be granted on an annual basis, starting on the date the individual’s application is approved and payment is received (“Effective Date”). The membership term shall continue for one (1) year from the Effective Date.
Membership will automatically renew each year on the anniversary of the Effective Date unless the member provides notice of cancellation at least [30 days] prior to the renewal date. The organization will notify members of the upcoming renewal at least [30 days] in advance via email or other electronic communication.
Annual membership dues shall be set by the Board of Directors and are payable upon initial registration and each year upon renewal. Members authorize the organization to charge the payment method on file for the annual dues unless the member cancels or updates payment information prior to renewal.
Members may cancel their membership at any time by providing notice to the organization. Cancellations will be effective at the end of the current membership term. Partial refunds will not be provided for any remaining portion of the membership term.
If payment is not received within 30 days of the renewal date, membership will be considered lapsed, and all member benefits will be suspended until payment is received. Membership Effective Date will restart at the date the payment was received.
Neither the NH Ski Club nor any member shall use the name of the other in any form of publicity without the written permission of the other, provided that any member may disclose and publicize such member's membership in the Club, and, unless requested to the contrary in writing by a member at the time of application to the Club for membership, the Club may publicize such member's membership in the Club.
The Board of Directors shall normally consist of nine (9) members, ten (10) members if the Past President position is filled:
All of whom shall be members in good standing with the Club.
The function of the Board of Directors is to determine policy and procedures for the club activities and functions and to create committees for the purpose of performing specific tasks and functions of the Club as defined in the Mission Statement. Each member of the board will perform a job function, i.e., President, Vice President, Treasurer, Secretary, Membership, Promotion, Benefits or other necessary functions necessary in the running of the NH Ski Club.
Under no circumstances will the President, Vice President, Secretary, Treasurer, Operations Director, or any other Board Member or Committee member ever receive any pay or financial compensation for performing their respective duties. This will include the above current positions or any future positions yet to be created.
At the March general meeting, the President, Vice President, Secretary, Treasurer and four (4)Members-at-large Board of Directors shall be elected for a two (2) year term by secret ballot by the general membership of the club..When electronic voting is used the voting results shall be made available by the administrator of said system. The newly elected Board of Directors will officially take office at the beginning of the next Fiscal Year t. All new Board of Directors will be invited to all Board of Directors meetings from the time of the election. However, they shall attend in a non-voting capacity. This delay will allow the newly elected Board of Directors transition time and to keep continuity in the way the ski club is run.
The most recently serving President fills the Past President position, if they desire to remain on the Board. As the purpose is to provide Board continuity, the Past President can serve in this role for a maximum of one two-year term.
If the President, Vice President, Secretary or Treasurer resigns or is unable to complete at least one half of their term (1 year), this may constitute a new election from the general membership. If more than 1-year has been served of their term, then follow 3.3.1, 3.3.2, 3.3.3.
In the event of resignation or removal of a member of the Board, the Board shall appoint a member of the Club to serve out for the remainder of the term.
In the event of the resignation of the Secretary, Vice President, or the Treasurer, the Board of Directors shall elect from its members a director to fill the post for the remainder of the term.
In the event of the resignation of the President, the Vice-President will become the President and will in turn be replaced by a member of the Board for the remainder of the term.
The Board of Directors may appoint a nomination committee consisting of three members, of whom two members shall not be on the Board of Directors, on or before December's general membership meeting for the purpose of preparing a list of candidates. The nominated candidates will have their biographies included in the NHSC January or February Newsletter, and distributed through membership communications.
Nominations duly moved and seconded may also be made by members of the Club from the floor, and will be considered at the general membership meeting held the month prior to elections. These candidates will have their biographies included in the next NHSC Newsletter, and distributed through membership communications.
No more than two members of the ski trade or ski travel trade may sit on the Board of Directors at any one time and such directors may not assume the office of President or Vice-President.
One signature, that of the President, Vice President or the Treasurer, shall be required on all checks issued by the Club and on all trip contracts before returning the contract to the originator.
The funds of the Club shall be deposited with any chartered bank or Credit Union in the United States as designated by the Board of Directors.
A director or officer of the Club, upon presentation of a petition, signed by ten (10) percent of the members of the Club in good standing, may be removed by the members only at a meeting called for the purpose of removing that person and the meeting notice must state the purpose, provided that the Board of Directors is satisfied that the reasons for removal of that director or officer are valid.
No member may make without the prior approval of the Board of Directors any commitment, financial or otherwise, on the behalf of the Club.
If a director or member wishes to submit a proposal, contract or quotation to the Club for services, events or activities, they must do so in writing and will not be allowed to vote on the acceptance of the proposal or contract.
A quorum of the Board of Directors shall consist of five members, provided the President or Vice-President is in attendance.
If a director or officer fails to attend three consecutive meetings of the Board of Directors, they shall be automatically removed from the Board of Directors, unless they have notified the Board of Directors in advance, in writing, giving sufficient reason for their absence.
Directors may be informed of the meetings of the Board of Directors in advance either verbally, in writing or electronic notification.
Meetings of the Board of Directors will not be invalidated by failure to give notice to any one member.
The President, Vice President or Treasurer shall not sign deeds, documents and contracts without prior approval of the Board of Directors.
The minutes of any meeting of the Board of Directors need not be complete in every detail and they shall be legal under any circumstances provided the Board approves them.
The President shall be required to answer all writs against the Club unless they delegate the Vice-President to act.
The Board of Directors may recommend to the general membership a need to borrow money for Club purposes from any source with the following clarifications. Any loan must be approved by the general membership by a 2/3's majority in attendance at the general membership meeting. Advance notice of 30 days must be given when such borrowing is to take place.
A special meeting of the Board of Directors may be called by the President or Vice President and will have full force and effect as if it was a regular Board meeting.
A simple majority will be required on all decisions of the Board in which a quorum is present
The officers of the Club shall be the President, Vice-President, Treasurer, and the Secretary who shall serve for two years.
The Board of Directors shall appoint a chairperson for each of the standing committees (as defined under Section 6) from amongst the members of the Club.
Chairpersons of special committees shall be appointed as in 4.2 for whatever purposes that the Board may require.
To preside and plan agendas at all general meetings of the Club.
To guide the Club in all their actions and decisions.
To generally direct, implement and coordinate all decisions, actions and policies of the Club.
To negotiate, act as an intermediary or otherwise facilitate contact with individuals, groups or other clubs whose objectives and principles are similar to those of the NHSC.
The President shall manage or delegate the coordination of the process of the distribution of the newsletter to ensure timely delivery.
The President shall coordinate communications to the Ski Industry and vendor partners for the renewal benefits and the benefits that the general membership would receive as members of the Club. The Benefits Committee shall report to the President as needed.
To assist the President in carrying out their duties and to perform specific acts and duties as directed by the President.
The Vice President will act as, and be extended all rights and privileges of the President in their absence.
The Vice President may be required to assume all responsibilities and functions of the office of the President should that office be vacated in compliance with 3.3.3.
To propose and maintain a policy to the Board of Directors pertaining to fiscal matters.
To oversee and maintain complete and up-to-date records of receipts and disbursements of the Club. The Treasurer shall keep a secure backup of the records.
The Board of Directors may request an independently audited report as deemed necessary. The Treasurer shall submit and review monthly and annual reports to the Board and to the Members as requested.
The Treasurer shall not require a bond of security.
To manage and maintain a secure location for all meeting minutes, and records. NHSC records are defined but not limited to governance documents (bylaws, articles of incorporation), official correspondence, and resolutions of the NHSC.
To have available at all times for examination by civil authorities or members of the NHSC, all records, minutes and transactions of the NHSC, subject to their right by law to examine such records, minutes and transactions.
To act as secretary to the Board of Directors as well as to the NHSC as necessary.
The Membership Director shall report to the Board of Directors.
The Membership Director shall maintain in coordination with the Operations Director or other board member as needed the New Hampshire Ski Club Membership Database. In doing so, the Membership Director will handle all membership applications, enter data into the Membership Database, and respond to all membership inquiries. The Membership Director shall keep a secure backup of the records
To handle all monies from Club membership registrations and renewals, including deposits, as required.
There may be standing committees appointed by the Board of Directors for the following:
And the chairperson for each committee may appoint up to two (2) other members to their committee.
Each committee shall operate under the general guidance of the Board of Directors, report to the Board of Directors or as determined otherwise by the Board of Directors, and shall be fully accountable to the Board of Directors.
The Racing/Competitions Committee maybe responsible for
The Publicity Committee may be formed as necessary to promote the Ski Club
The program committee will be responsible for all presentations to the NHSC during the non-business portions of the general membership meetings.
The benefits committee will be responsible for benefits that members of the Club would want or need that should be related to discount tickets, ski equipment, eating, or other misc. items.
The social committee will be responsible for the SchussBomb and SlushBomb party held at the beginning and end of each ski season, and other social gatherings throughout the year.
The membership committee will be responsible for the continued growth of the Club. This includes membership drives, trade shows, renewal benefits and work the entrance on the General Membership Meeting.
www.nhskiclub.org. The website committee will gather information, photos and write articles to be then forwarded to the Webmaster approved by the Board of Directors to maintain & update the website and social media.
The Summer Events committee will oversee summer activities such as Mountain Biking, Kayak and Canoeing, Golf Outings, Hiking, and any other similar physical activities.
The Seal of the corporation, subject to alteration thereof by the Board of Directors, shall consist of a flat-faced circular die with the words and figures — NEW HAMPSHIRE SKI CLUB 2000 — cut or engraved thereon.
The Board of Directors or 20% of members in good standing of the Clubs membership may propose amendments to these bylaws. Amendments proposed by the members shall be submitted to the Secretary in writing and shall be signed by each such member.
These bylaws may be amended by a majority of the votes cast in a referendum of the membership, which shall be conducted by electronic vote or at an annual or special meeting.
Votes for or against a proposed amendment to these bylaws shall be cast on a standardized postcard or other form approved by the Board of Directors and must be signed by the member, with the name printed. All ballots shall be collected by the Secretary and must be received no later than the date set forth in the notice of referendum. For voting that would take place at an annual meeting or special meeting, ballots shall be cast on a form approved by the Board of Directors and must be present at the meeting to vote. Ballots not in accordance with the above shall be invalid
The Secretary and two officers designated by the President shall tabulate the votes cast in the referendum within fifteen days (15) of the return date or at the meeting
The Secretary shall cause to be published the results of any vote or referendum on a proposed amendment to all members in our "Happy Trails" newsletter and web site.
At the close of the fiscal year and after all outstanding invoices have been satisfied, any remaining monies in excess of $75,000 shall be donated to a charity of the boards discretion within 15 days of the close of the fiscal year.
Upon dissolution of the Club, the net assets of the Club shall not inure to the benefit of any private shareholder, individual or corporation but shall be distributed to one or more organizations organized and operated exclusively for charitable, educational, or other purposes as shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, as determined by the Executive Board.
Notice of intent to dissolve shall be given to each member in writing at least fifteen (15) days prior to the date of the meeting called for that purpose. Such dissolution shall be effective ninety (90) days after such vote is taken; provided all outstanding obligations of the Club have been paid.
Merging two nonprofit organizations is a complex process involving legal, financial, and strategic considerations. It typically begins with assessing the fit between the organizations, followed by due diligence, negotiation of a merger agreement, and finally, formalization with the relevant authorities. If the New Hampshire Ski Club ever considers merging with another nonprofit, we will seek legal counsel.
Summary of substantive changes to the NHSC By-Laws, since Revision 03/11/19