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Articles of Incorporation - April 7, 1975
Articles of Incorporation - April 7, 1975

ARTICLES OF INCORPORATION
of
SAN DIEGO SKI CLUB COUNCIL

NAME

      FIRST: The name of this corporation is San Diego Ski Club Council.

PURPOSES

      SECOND: The purpose for which this corporation is formed primarily to attract, educate, motivate, and retain members who share a common interest in recreational snowsports, which the Council defines to include both skiing and snowboarding.

ORGANIZATION

      THIRD: This Corporation is organized pursuant to the General Non-profit Corporation Law established under 501 (c)(7) of the Internal Revenue code.

PRINCIPAL OFFICE

      FOURTH: The principal office of the Corporation for the transaction of its business is located in San Diego County, California.

DIRECTORS

      FIFTH:
(a) Powers of this Corporation.
The powers of this Corporation shall be exercised, its properties controlled, and its affairs conducted by a governing body, to be known as the Board of Directors, in accordance with the Bylaws.
(b) Number of Directors.
The number of Directors (elected and appointed officers) of this Corporation shall be a minimum of five (5) up to a maximum of eleven (11).
(c) The First Directors.
The names and addresses of the persons who are to act in the capacity of first Directors are:
Name Address
JOE HARRIS 4162 Rochester Road
San Diego, California 92116
HARRY EASTMAN 3716 Crown Point Drive
San Diego, California 92109
DICK TAYLOR
TOM BECEA 110 West "C" Street
Suite 1903
San Diego, California 92101
TOM BOREN 4172 Balboa Way
6304 Caminito Flecha
San Diego, California 92111
(d) ACTION BY CONSENT OF BOARD WITHOUT MEETING.
Any action required or permitted to be taken by the Directors under any provision of law may be taken without a meeting, if all Directors individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as the unanimous vote of such Directors
(e) ELECTION, TENURE, COMPENSATION, ETC., OF DIRECTORS.
The manner in which Directors shall be chosen and removed from office, their qualifications, powers, duties, compensation, and tenure of office, the manner of filling vacancies on the Board, and the manner of calling and holding meetings of Directors, shall be as stated in the Bylaws.
(f) NON-LIABILITY OF DIRECTORS.
Directors shall not be personally liable for the debts, liabilities, or obligations of the Corporation.

MEMBERS

      SIXTH:
(a) QUALIFICATIONS.
The qualifications of members of the Corporation, the different classes of membership, if any, the property, voting and other rights and privileges of members, shall be as stated in the Bylaws. Provided, however, that if the voting, property or other rights or interests, or any of them, be unequal, the Bylaws shall set forth the rule or rules by which the respective voting, property or other rights or interests of each member or class of members are fixed and determined.
(b) NON-LIABILITY OF MEMBERS.
Members of this Corporation are not personally liable for the debts, liabilities, or obligations of the Corporation.

INCOME FROM PUBLIC EVENTS

      SEVENTH: If this Corporation holds any event(s) to which members of the general public are invited to observe or participate in for a fee, the income from the general public, less a proportional share of the expenses which will not benefit members, will be paid over to an organization which is exempt from income tax under Section 501 (c)(3) of the Internal Revenue Code on an annual basis.

AMENDMENT OF ARTICLES

      EIGHTH: These Articles can be amended as provided by laws of the state of California.

DISSOLUTION

      NINTH:
(a) Intent.
The Council shall be dissolved only at a Council or special meeting for which proper notice has been given to the board. Proper notice is defined as being no less than 14 days in advance of the meeting date. This notice must include a statement that the purpose of the meeting is to dissolve the Council.
(b) Approval.
Dissolution of the Council may be approved by a two-thirds (2/3) vote of the Board of Directors where a quorum is present.
(c) Distribution of Assets.
It is expressly understood that this organization is a nonprofit corporation, organized under the nonprofit corporation laws of the State of California. No part of the net income or assets of this organization shall ever inure to the benefit of any board member or to the benefit of any individual.
Upon the dissolution of the Council, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this Council, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for the same or similar purposes as the Council and which has established its tax exempt status under 501(c)(3) or 501(c)(7) of the Internal Revenue Code.


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Amendment 1b - March 9, 2005
Amendment 1b - March 9, 2005

Certificate of Amendment
of
Articles of Incorporation

The undersigned certify that:
  1. They are the president and the secretary, respectively, of San Diego Council – Far West Ski Association, A California Corporation.

  2. Article Second of the Articles of Incorporation of this corporation is amended to add the following paragraph.
    This corporation is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law.
    Article Third of the Articles of Incorporation of this corporation is amended to read as follows:
    In accordance with the provisions of section 9913(b) of the California Corporations code, this corporation elects to be governed by all the provisions of the California Nonprofit Mutual Benefit Corporation Law not otherwise applicable to it under Chapter 23 of the California Corporation Code section 2302.
    Article Fourth of the Articles of Incorporation of this corporation has stricken the following articles from the original Articles of Incorporation filed on April 7, 1975: Article Fifth, names and addresses of the initial directors; Article Third, the statement that the Corporation is organized under the General Nonprofit Corporation Law; and Article Fourth, the County where the principal business office is located.

  3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

  4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of the members.

We further declare under penalty of perjury under the laws of the Sate of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: March 9, 2005
Judith A. Schultheis, President
Rosary Etzel, Secretary


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Amendment 4 - November 17, 2020
Amendment 4 - November 17, 2020

Certificate of Amendment
of
Articles of Incorporation

The undersigned certify that:
  1. They are the president and the secretary, respectively, of San Diego Council – Far West Ski Association, a California Corporation.

  2. Article First of the Articles of Incorporation of this corporation is amended to read as follows:
    The name of the corporation is San Diego Council of Ski Clubs.
    Article Fifth (b) of the Articles of Incorporation of this corporation is amended to read as follows:
    The number of Directors (elected and appointed officers) of this Corporation shall be a minimum of five (5) up to a maximum or eleven (11) as defined in the by-laws.
    Article Fifth (d) of the Articles of Incorporation of this corporation is amended to read as follows:
    The number of Directors authorized can be changed by amendment of these Articles by resolution of the Board of Directors.
    Article Fifth (e) of the Articles of Incorporation of this corporation is amended to read as follows:
    Any action required or permitted to be taken by the Directors under any provision of law may be taken without a meeting if all Directors individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as the unanimous vote of such Directors.
    Article Sixth (a) of the Articles of Incorporation of this corporation is amended to read as follows:
    The qualifications of members of the Corporation, the property, voting and other rights and privileges of members, shall be as stated in the Bylaws.
    Article Sixth (b) of the Articles of Incorporation of this corporation is amended to read as follows:
    Membership in the corporation shall be as stated in the Bylaws.
    Article Eighth of the Articles of Incorporation of this corporation is amended to read as follows:
    These articles can be amended as provided by the laws of the California Nonprofit Mutual Benefit Corporation Law.
     
    Article Ninth of the Articles of Incorporation of this corporation is amended to read as follows:

    DISSOLUTION

    Distribution of Assets.
    3. It is expressly understood that this organization is a nonprofit corporation, organized under the nonprofit corporation laws of the State of California. No part of the net income or assets of this organization shall ever inure to the benefit of any board member or to the benefit of any individual.
    Upon the dissolution of the corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for the same or similar purposes as the corporation and which has established its tax exempt status under §501(c)(3) or §501(c)(7) of the Internal Revenue Code.
  3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

  4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of the members.

We further declare under penalty of perjury under the laws of the Sate of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: November 17, 2020
Ira Lindenfeld, President
Deborah Schroeder, Secretary


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By-Laws
By-Laws
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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