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PURPOSE:

We the ski enthusiasts of Dayton, Ohio, in order to cultivate and foster interest in the grand winter sport of snow skiing and snowboarding, and to promote fellowship among those who share such an interest, do herewith declare ourselves an organization known as The Dayton Ski and Board Club, Inc., hereinafter called the "Club." It shall be the purpose of the Club to bring together the skiers and boarders of the Dayton Area in the conduct of group trips and other activities for the mutual benefit and enjoyment of its members.

ARTICLE I MEMBERSHIP

Section I Charter Members

 

Charter Members of the organization known as "The Dayton Ski Bees," shall be and shall remain members of the Club.

 

Section II Membership Requirements

 

A.    Applicants for regular membership must be at least 18 years of age.

B.    All applicants for membership will be automatically granted membership at the next official Board meeting so long as they have not previously been removed from membership, suspended from membership, or otherwise disciplined in accordance with the Constitution, policies, and rules of the Club. If membership has been previously removed or suspended the application for readmission must be approved by the Executive Board of the Club.

 

Section III Membership

 

A.    Membership must be renewed on a yearly basis by payment of the current annual dues. The membership year shall run from October 1 through September 30 of the following year.

B.    All new membership shall become effective immediately upon approval per Section II, Part B.
New memberships will renew on October 1st New memberships purchased after the final Dayton Ski and Board Club ski trip of the season but prior to October 1^st shall renew on October 1st of the following year. Membership may be continued by renewal annually not later than the respective October.

 

Section IV Member Rights

 

A.    All members over the age of 21 shall:

1.     Be eligible to cast votes.

2.     Be eligible to hold an Officer or Trustee position.

3.     Have the right to have scheduled business meetings.

4.     Have the right to attend Executive Board meetings, but shall not have the right to participate in such meetings unless recognized by the Chairman to do so.

5.     Receive the official publications of the Club.

6.     Receive the annual financial statement of the Club.

7.     Receive prior notification of pending Constitutional changes.

8.     Have the right of prior notification and the right to be present and make a statement at any meeting concerning the suspension of his/her membership.

 

Section V Fees and Dues

 

A.    An initiation fee and yearly dues shall be paid by all persons applying. All current members when renewing their membership on October 1 shall pay yearly dues.

B.    An initiation fee and yearly dues shall be paid by all persons applying. All current members when renewing their membership on October 1 shall pay yearly dues.

 

Section VI Termination and Suspension of Membership

 

Subsection 1: Non-payment of Dues and Charges

All dues and other charges are payable by the end of the month the membership become effective. Members failing to pay dues and other charges by the end of the month of their membership shall be removed from the membership rolls.

 

Subsection 2: Resignation

Any member may resign from the Club at any time. Such resignation shall not give any right to rebate of dues paid or any right to share of the assets of the Club. All resignations shall be made in writing to the Chairman of the Membership Committee.

 

Subsection 3: Suspension

An affirmative vote by the Executive Board to suspend shall be final and shall cancel all rights, interests and/or privileges of the suspended member in the activities, services and /or resources of the Club during the period of suspension with the exception that the member shall retain his/her right of renewal of membership at the end of the suspension. Such suspension shall require eight affirmative, secret-ballot votes of the members of the Executive Board. Such votes shall be cast, in person; at a meeting for which no less than twenty-days-prior notice has been given to the offending member and to all members of the Executive board. The President shall have the right to vote in such action. An affirmative vote by the Executive Board to suspend shall be final and shall cancel all rights, interests, and/or privileges of the suspended member in the activities, services, and/or resources of the Club during the period of the suspension, with the exception that the member shall retain his/her right of renewal of membership during the month of October. No member shall be suspended twice for the same offense. A suspension action may not be brought against a current member of the Executive Board until and unless he/she has been removed from the Executive Board by an affirmative vote according to the procedures of Article V, Section III.

 

Section VII Member Responsibility

 

A.    Uphold and support the Constitution.

B.    Uphold and support the purpose of the Club.

C.    Timely payment of renewal dues.

D.    Financial responsibility for damage caused to the Club's property or to property which has been provided for the Club's use by another party when such damage has been caused by said member.

E.    Financial responsibility for damage or injury to the person or property of another individual when such injury or damage is caused by said member.

 

 

ARTICLE II – GUESTS

Section I Guest Participation

 

Any member of the Club may invite a guest to any function of the Club with the exception of business meetings and club trips. The Executive Board may establish exceptions to the Guest attendance policies of specific Club trips.

 

Section II Guest Fees

 

The Executive Board shall establish the guest fee, if any, to be charged for guest attendance at a Club function.

 

 

ARTICLE III – GOVERNING BODY

Section I Executive Board

 

This club shall be governed in accordance with this Constitution by its elected Executive Board. The Executive Board shall consist of the four Officers who shall be: President, Skiing Vice President, Secretary, Treasurer, and eight Trustees.

 

Section II Chairman of the Board

 

The President of the Club shall be the Chairman of the Executive Board.

 

Section III Duties and Responsibilities of Officers

A.    The President shall:

1.     Preside at business and Executive Board meeting of the Club.

2.     Appoint Committee Chairmen, as necessary, subject to the approval of the Executive Board.

3.     Represent the Club at functions in which the Club has an interest, or appoint a Member to serve in his/her absence.

4.     Cause a schedule of the Club events to be published and distributed to the membership by October 1^st of each year. Said duty will be carried out in conjunction with the Executive Board.

B.    The Skiing Vice President shall:

1.     Be responsible for the planning and coordination of the Clubs ski trips and other activities which relate to skiing.

2.     Appoint Ski Trip Leaders subject to the approval of the Executive Board.

C.    The Secretary shall:

3.     Record the minutes of business and Executive Board.

4.     Be responsible for the maintenance and safekeeping of the historical records of the Club.

5.     Be responsible for notifications, as required, to members and Executive Board Members as regards the business of the Club.

6.     Be responsible for all official correspondence of the Club.

7.     Be responsible for maintaining the active status of the Club's Corporate Charter with the State of Ohio.

D.    The Treasurer shall:

8. Be Responsible for keeping current and accurate books and records of the financial business of the Club, submit monthly reports to the Executive Board, and be responsible for the preparation and submission of all tax reports.
9. Receive and deposit monies of the Club in the approved Club accounts and maintain all account records current and active.
10. Make disbursements of money as approved by the Executive Board and secure complete and proper vouchers in support thereof.
11. Submit a complete, independently audited financial statement for the July 1 to June 30 Fiscal Year to the Membership not later than September 30th of each year.
12. Be responsible for the review and renewal of all Club insurance policies.
13. Be covered by a surety bond based on the maximum cash balance on hand during the prior Fiscal Year.
14. Prepare and present a proposed annual budget to the Board no later than May 30^th.

Section IV Duties and Responsibilities of the Trustees

A.    The Trustee shall:

1.     Represent the general membership interests on the Executive Board.

2.     Assist with the management and conduct of the business of the Club.

3.     Oversee the appropriate use of all fiduciary, financial, and fixed assets.

 

Section V Duties and Responsibilities of the Executive Board

A.    The Executive Board shall:

1.     Set policy for the Club, consistent with this Constitution, as to membership, Club functions, and financial affairs, and make recommendations for Constitutional changes.

2.     Meet at least once each month and at other times as may be designated by the President. The President may require the attendance of any or all of the Chairmen of currently functioning committees at any or all of such meetings.

3.     Be responsible for the bonding, in such form and amount as necessary for those officers and appointed representatives of the Club who have access to or are charged with the safekeeping, and disbursement or investment of the funds of the Club.

4.     Approve all financial commitments and disbursements.

5.      Implement the decisions made by the membership at business meetings.

6.      Approve Committee Chairmen appointments.

7.      Authorize any Officer, Trustee, Committee Chairman or Agent in the name of and on behalf of the Club to enter into any contract or execute any instruments which shall be binding upon the Club.

8.      Appoint an Executive Board Member as Chairman Pro-tem to preside at a meeting in the absence of the President.

9.      Appoint an Executive Board Member as Secretary Pro-tem to record the minutes of a meeting in the absence of the Secretary.

10.   Approve all Club financial accounts.

11.   Prepare the Standing Rules of the Club.

 

Section VI Conduct of Executive Board Business

 

A.    Business matters under consideration by the Executive Board shall be decided by the affirmative vote of the majority of the Executive Board. Votes may be called for during scheduled Executive Board meetings in which members are present or connected via telephone or web conference, if available. Votes may also be called for through digital voting in which all Board members must cast a ballot within an allotted time period, their vote must be recorded, and their identity authenticated. The President shall vote only in the event of a tie vote.

B.    A quorum shall consist of seven Executive Board Members.

 

 

ARTICLE IV – NOMINATION AND ELECTION OF TRUSTEES AND OFFICERSSection I Nominating Committee

A Nominating Committee composed of one member of the Executive Board and two non-Board Members shall be appointed by the President for the purpose of compiling a slate of nominees for Trustee positions to be filled by election. Said slate preferably has at least two nominees for each of the positions and shall be presented to the Membership of the Club at a business meeting at least three weeks prior to the scheduled elections.

 

Section II Nominations of Trustees

Nominations for Trustee positions shall be opened with the nominations of the slate of nominees prepared by the Nominations Committee. Members may nominate additional candidates from the floor at the weekly business meetings, up to and including the meeting at which the elections are held.

 

Section III Election of Trustees

A.    Annual elections shall be held at a business meeting in February or March, the exact date of such elections to be established by the Executive Board. The elections shall be conducted by secret ballot and all ballots must be cast in person. Only Members whose dues are paid in full may vote.

B.    To be elected to the Board, a candidate must receive a majority of the votes cast. If no candidate receives a majority vote, a run-off election shall be conducted between the two candidates receiving the highest number of votes during the initial balloting. Run-off elections will be conducted the same day as the election.

Section IV Nominations of Officers

The two non-Board members of the Nominating Committee shall oversee election of Officers. Officers shall be elected by the Executive Board. Candidates will come from the existing Executive Board members and will serve for one year beginning April 1st. Any member of the Executive Board who will have at least one year of tenure by April 1st may choose to stand for election to an Officer position.

 

Section III Election of Officers

A.    Annual elections shall be held at the February Executive Board meeting. The elections shall be conducted by signed ballots submitted to the Nominating Committee. Ballots shall remain secret from the Executive Board members.

B.    To be elected to an Officer position, a candidate must receive a majority of the votes cast. If no candidate receives a majority vote, a run-off election shall be conducted between the two candidates receiving the highest number of votes during the initial balloting. Run-off elections will be conducted the same day as the election.

 

 

ARTICLE V – TERMS OF OFFICE

Section I Elected Terms

A.    Elected Trustees shall assume their respective positions on April 1^st and shall serve for their elected term thereafter.

B.    Trustees shall be elected for three year terms, with four such Trustees to the elected each year.

C.    Officers shall be elected for one year within their term as Trustee. Once they complete their term as Officer they will fulfill the elected term as Trustee. If they have time remaining on their elected Trustee position they may run for a second term as an Officer.

Section II Filling Vacancies

A.     

B.    Should the Office of President, Skiing Vice President, Secretary, or Treasurer be unfilled for any reason the Executive Board shall elect by majority vote a Pro-tem successor from the existing Executive Board members to fill the position until the next annual election.

C.    Should the Office of Trustee be unfilled for any reason the Board shall elect by majority vote a Pro-tem successor from the General Membership to fill the position until the next annual election.

 

Section III Removal from Office

A.    Any Officer or Trustee may be removed for cause by eight affirmative secret ballot votes of the members of the Executive Board. Such votes to be cast in person at a meeting for which not less than twenty-days prior notice has been given to all members of the Executive Board.

B.    The Officer or Trustee in question may not vote on his/her removal. If not the Officer in question, the President may vote in the removal action.

C.    The Officer or Trustee in question shall have the right to request that the removal action be brought before the Membership for discussion and vote at a business meeting in lieu of discussion and vote by the Executive Board.

 

ARTICLE VI – AMENDING THE CONSTITUTION

Section I Proposed Amendments

Five percent of the Members of the Club, or two-thirds of the members of the Executive Board may at any time propose in writing, signing and give to the President a proposed amendment to this Constitution.

 

Section II Amendment Presentation and Approval

 

A.    Any proposed amendment to this Constitution shall be presented to the members at a business meeting of the Club, such business meeting to be held within sixty days of the date of the presentation of such proposed amendment to the President. The proposed amendment shall be distributed to all the members at least twenty-days prior to the date of the presentation business meeting.

B.    Voting on the proposed amendment to the Constitution shall be conducted at a business meeting of the Club, such business meeting to be held seven days after the presentation business meeting. The affirmative vote of two-thirds of the Members present shall be required for the adoption of any such proposed amendments.

C.    The business meeting for the presentation and voting of proposed Constitutional amendments shall be conducted in accordance with the provisions of Article IX.

 

ARTICLE VII – CUSTODY OF THE CONSITUTION

The original copy of this Constitution, together with any amendments hereof, shall remain in the custody of the Secretary. Any Member may examine or review the Constitution at any reasonable time.

 

ARTICLE VIII – RATIFICATION

This Constitution and any Amendments or Revisions hereof, shall be ratified by the consent of two-thirds of the Members present at the meeting at which the same is presented for approval. Such ratification shall establish this Constitution of the Dayton Ski Club, Inc. to the exclusion of any such prior instrument.

 

ARTICLE IX – BUSINESS PROCEDURE

Section I Parliamentary Reference

All business meetings of the club shall be governed by parliamentary law as interpreted by provisions of Robert's Rules of Order, Revised.

 

Section II Business Meetings

A.    Business meetings of the members for the purpose of transacting business relating to the affairs of the Club shall be held on two consecutive, regularly scheduled meeting dates in September.

B.    Business meeting of the members for the purpose of election of Officers and Trustees shall be held on regularly scheduled meeting date in accordance with the provisions of Article IV.

C.    Special business meeting shall be held as required to consider proposed Constitutional amendments in accordance with the provisions of Article VI.

D.    Special business meetings shall be called upon the receipt by the President of a written request of five percent of the members or two­ thirds of the Executive Board members.

E.    If due to national emergency or other substantive reason, and such business meetings of the members of the club cannot be held, the Executive Board shall provide for other means of having the business meeting.

 

Section III Notification

Notification of all business meetings shall be sent to each Member not less than twenty days prior to said meeting, and said notification shall state the purpose of the meeting.

 

Section IV Quorum

 

A.    Business matters under consideration at a business meeting shall be decided by the affirmative vote of the majority of the members present.

B.    The Executive Board shall be responsible for the implementation of the decision made by the membership at business meetings.

C.    The quorum for any business meeting of the members of the Club shall be five percent of the Membership.

 

ARTICLE X – LIMITATIONS

The Club is not organized for profit. No part of the net earnings of the Club shall inure the benefit of, or be distributable to its Members, Officers, Trustees, or other private persons. The Club shall be authorized and empowered to pay reasonable compensation for services ren­dered and to make payment and distribution in furtherance of purpose of the Club as set forth herein.

 

No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of this Constitution, this Club shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purpose of this Club.

 

 

ARTICLE XI – INDEMNIFICATION

Every Officer, Trustee and Committee Chairman shall be indemnified by the Club to the extent of the Club's assets against all expenses and liabilities which have been reasonable incurred or imposed upon such representative in connection with any proceeding in which the represen­tative may become involved by being said representative of the Club, except in such cases where in the representative is judged guilty of willful misfeasance or malfeasance in the performance of said duties. Such indemnification shall apply, as being in the best interest of the Club. The right of indemnification shall be in addition to, and not exclusive of, all other rights of the Officers, Trustees and Committee Chairmen.

 

ARTICLE XII – DISSOLUTION

Upon the dissolution of the Club, the Executive Board shall, after paying or making provision for the payment of all of the liabilities of the Club, dispose of all the assets of the Club exclusively for the purpose of the Club in such manner, or to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organiza­tions as defined by United State Internal Revenue Law, as the Executive Board shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of Montgomery County, Ohio.