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San Diego Council of Ski Clubs
By-Laws

Revised November 2004
Article I Organization
  Section 1. Name
  Section 2. Location
  Section 3. Purpose
  Section 4. Name Authorization
  Section 5. Conflict of Interest

Article II Membership
  Section 1. Class
  Section 2. Eligibility
  Section 3. Qualifications
  Section 4. Membership Year
  Section 5. Application
  Section 6. Dues
  Section 7. Removal

Article III Voting
  Section 1. Voting
  Section 2. Quorum
Article IV Board of Directors
  Section 1. Board Members
  Section 2. Order of Responsibility
  Section 3. Term of Office
  Section 4. Qualifications
  Section 5. Powers
  Section 6. Compensation
  Section 7. Dual Office
  Section 8. Elections
  Section 9. Election Quorum
  Section 10. Vacancy

Article V Officers
  Section 1. Executive Board
    Section 1.1 President
    Section 1.2 Vice-President
    Section 1.3 Secretary
    Section 1.4 Treasurer
    Section 1.5 Immediate Past President
    Section 1.6 Travel

  Section 2. Appointed Officers
  Section 3. Club Delegates
Article VI Meetings
  Section 1. Council
  Section 2. Special
  Section 3. Emergencies
  Section 4. Notification
  Section 5. Parliamentary
  Section 6. Quorum

Article VII Finances
  Section 1. Budget
  Section 2. Approval
  Section 3. Contracts
  Section 4. Travel Trust
  Section 5. Annual Audit
  Section 6. Fiscal Year

Article VIII Amendments
  Section 1. Amendment
  Section 2. Approval
  Section 3. Effective Date

ARTICLE I Organization

  Section 1: Name.

The name of this organization shall be the San Diego Council of Ski Clubs originally incorporated as the San Diego Council Far West Ski Association.

  Section 2: Location.

The location for San Diego Council of Ski Clubs (hereinafter "the Council" or "SDSCC") shall be in the San Diego County, California, USA.

  Section 3: Purpose.

The Council is a nonprofit, tax exempt, organization whose primary purpose is to attract, educate, motivate, and retain members who share a common interest in snow sport, which the Council defines to include both skiing and snowboarding.

It shall be the intent of Council to act for and on behalf of its members to the end that they shall be properly represented in all matters of joint functions, coordinating inter-club activities, within local, regional, or national planning.

  Section 4: Name Authorization.

No individual, group, or organization shall use the name or logo of San Diego Council of Ski Clubs in such a way as to imply official authorization and/or endorsement without first obtaining written permission from the Executive Board.

  Section 5: Conflict of Interest.

Any board member who has a financial interest in a Council transaction must make it known to the Board of Directors and excuse themselves from voting on that issue.

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ARTICLE II Membership

  Section 1: Classes.

The Council shall have one (1) class of membership as follows: Organized snow sport (hereafter "ski") clubs operating in the County of San Diego, California, USA.

  Section 2: Eligibility.

Membership in this organization shall be open to any snow sport club operating in the County of San Diego that draws membership within San Diego County.

  Section 3: Qualifications.

Member clubs must have appropriately filed Articles of Incorporation, or a Constitution, and By-Laws.

Member clubs shall have the same purpose and interest as the Council.

There is no minimum or maximum individual membership a club must maintain in order to join the Council.

  Section 4: MembershipYear.

The membership year shall be May 1 to April 30.

  Section 5: Application.

Membership shall be granted to eligible sKi clubs who have submitted to San Diego Council of Ski Clubs in writing, a petition for membership along with a copy of their Articles of Incorporation or Constitution and a copy of their By-Laws. The application must be approved by a simple majority of the Executive Board when a quorum is present.

  Section 6: Dues.

Each member club must pay dues as determined by the Executive Board.

  Section 7: Removal.

The Executive Board may discontinue a club's membership for cause by a simple majority of the Executive Board when a quorum is present.

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ARTICLE III Voting Council Business

  Section 1: Voting.

Each elected and appointed board member shall have one (1) vote. An elected or appointed board member can not assign his/her vote to another individual in their absence. Proxy votes are not allowed.

Each member club shall have one (1) vote. Proxy votes are not allowed.

Unless otherwise noted, a vote passes with a simple majority of the Board of Directors when a quorum is present.

  Section 2: Quorum.

A quorum shall consist of a simple majority of the Executive Board and a simple majority of the Board of Directors.

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ARTICLE IV Board of Directors

  Section 1: Board Members.

The Board of Directors collectively shall consist of the Executive Board, appointed officers and club delegates.

  Section 2: Order of Responsibility.

The order of responsibility shall be President, Vice President, Secretary, Treasurer, Immediate Past President, and Travel.

  Section 3: Term of Office.

Officers shall be elected or appointed to a term of one year.

  Section 4: Qualifications.

Any person who is an individual member of any member club is eligible to become an elected or appointed officer of the Council or a club delegate.

  Section 5: Powers.

The Board of Directors shall exercise the powers of the Council, control its property, and conduct its affairs.

  Section 6: Compensation.

Board members shall serve without compensation.

  Section 7: Dual Offices.

A person shall not hold more than one position on the board at the same time. No one person shall have more than one vote.

  Section 8: Elections.

Election of officers shall be held annually at the April Council meeting.

Election of officers shall be done by a simple majority of the club delegates when a quorum is present. Each club can have up to two (2) delegates assigned for voting.

Installation of elected officers shall be done at the end of the April Council meeting. The new board will assume office immediately after installation.

  Section 9: Election Quorum.

A quorum for elections shall consist of a simple majority of the club delegate voting power.

  Section 10: Vacancy.

Vacancies shall exist upon the death, removal or resignation of any board member. Vacancies shall be filled by election or appointment as soon as practical.

Any board member may be removed for cause by majority vote of Executive Board.

Any board member may resign by giving written notice to the Executive Board or to the President.

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ARTICLE V Officers

  Section 1: Executive Board.

The elected officers of the Council shall serve as the Executive Board. The elected officers shall consist of the President, Vice President, Secretary, Treasurer, Immediate Past President, and Travel.

    Section 1.1: President.

The President is the Chief Executive Officer and serves as Chairman of the Executive Board. The President shall be responsible for the overall direction of the Council and coordination among the officers.

The President shall direct the filling of the appointed officers, subject to approval by the Executive Board. The President may appoint committees and define their duties.

The President shall preside at all meetings of the Board of Directors, Executive Committee, and meetings of the membership at large.

The President may serve as Immediate Past President at the end of his/her term as President.

    Section 1.2: Vice President.

The Vice President shall assist the President in administering the affairs of Council.

The Vice President shall act as Committee Chairman for all standing and special committees and to be responsible for maintaining a committee reporting system responsive to membership.

    Section 1.3: Secretary.

The Secretary shall record, distribute and keep a full and accurate record of Council and special meetings.

The Secretary shall notify board members of upcoming meetings at least seven (7) days in advance.

The Secretary shall oversee communications and other information processes pertinent to Council business.

    Section 1.4: Treasurer.

The Treasurer shall keep an accurate accounting of the financial obligations and provide a monthly statement to the board.

The treasurer shall make and record all Council deposits. The treasurer shall be a signatory on all Council accounts and have ultimate responsibility of all the financial books, records and taxes of the Council.

Treasurer shall stay on board until the end of the fiscal year to ensure a smooth transition of the Council financial records.

    Section 1.5: Immediate Past President.

Upon completion of his/her term, the President may become the Immediate Past President. The term lasts while the current President is in office.

    Section 1.6: Travel.

Travel shall be responsible for overseeing Council Sponsored Trips. Travel can appoint a member club member to run a trip as approved by the Board of Directors.

Before a trip contract is signed, a trip budget shall be submitted and approved by the Board of Directors. The budget is used to set trip price.

The designated trip leader shall be responsible for all control and expenses listed in the budget. Monthly accounting must be submitted to the treasurer. A final accounting with receipts shall be submitted within 30 days of the trip ending.

Any expenses over and above the approved budget must be approved by the Board of Directors.

Travel shall compile, maintain, and distribute the clubs consolidated trip list.

  Section 2: Appointed Officers.

The number of appointed officers shall be less than the number of elected officers. These could include, but are not limited to, Membership; Communications; Web Master; Editor; Race Director; Activities; Public Relations; Marketing; Safety; History; and Sponsorship.

  Section 3: Club Delegates.

Member clubs shall designate delegates to exercise their club's voting rights at Council meetings. Each delegate shall be entitled to cast a single vote.

Each club shall designate one (1) delegate for Council business.

For elections, clubs can designate up to two (2) delegates.

Replacement delegates must be identified prior to meetings. Proxy votes are not permitted.

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ARTICLE VI Meetings

  Section 1: Council Meetings.

Council Meetings shall be held on a regular, monthly basis.

  Section 2: Special Meetings.

A special meeting may be called by the President or a majority of the Executive Board.

  Section 3: Emergencies.

An action required or permitted to be taken by the Executive Board may be done so without a meeting if all Executive Board members consent in writing to such action. Any actions taken shall be included in the minutes of the next scheduled Board meeting.

  Section 4: Notification.

Board members shall be notified of upcoming meetings at least seven (7) days in advance.

  Section 5: Parliamentary Procedures.

All meetings shall be conducted subject to the standard parliamentary laws as set forth in Robert's Rules of Order.

  Section 6: Quorum.

A quorum, consisting of simple majority of the Executive Board members and a simple majority of appointed officers and club members is required for all meetings.

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ARTICLE VII Finances

  Section 1: Budget.
The Executive Board shall set budget requirements and procedures at the beginning of each term. Budget requests made by committees shall be approved by the Board of Directors.

  Section 2: Approval.

No commitment or expenditure shall be made without prior approval of the Board of Directors. All payments of the Council shall be signed by the Treasurer. Payments in excess of a thousand dollars ($1,000) must be countersigned by the President or Vice President.

The President may authorize any standard operating expense not to exceed two hundred dollars ($200).

  Section 3: Contracts.

Only the President or a member designated by the Executive Board may enter into a contract on behalf of the Council upon the express authorization of the Executive Board.

  Section 4: Travel Trust.

A Travel Trust Account shall be set up to handle all Council trips.

  Section 5: Annual Audit.

The financial records of the Council shall be audited by an independent auditor, appointed by the President, not less than sixty (60) days prior to the elections.

  Section 6: Fiscal Year.

The fiscal year of the Council shall be July 1 to June 30.

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ARTICLE VIII Amendments

  Section 1: Amendments.

Proposed amendments to these by-laws must be submitted in writing to the Board of Directors at least thirty (30) days prior to voting.

  Section 2: Approval.

Amendments to these by-laws may be approved by a majority vote of the Board of Directors where a quorum is present.

  Section 3: Effective Date.

Amendments to these by-laws shall be effective immediately upon approval by the Board of Directors.

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