By-Laws of the Amateur Ski Club of New York, Inc.
ARTICLE 1
Name:
The name of the Club shall be “The Amateur Ski Club of New York, Inc.”
ARTICLE II
Object:
The object of the Club shall be to promote skiing by a congenial group of amateurs.
ARTICLE III
Government:
The government of the Club shall be entrusted to a board of no less than 12 and no greater than 15 members, divided into three classes as nearly equal in number as possible, to be known as the Board of Governors and hereinafter in these By-laws called the Board. The Honorary President, if any, shall be a Governor ex-officio. All other Governors shall be elected as provided in the next paragraph. Five Governors shall constitute a quorum. Except as otherwise provided herein or by law, the vote of a majority of the Governors present at the time of a vote, if a quorum is present at such time, shall be the act of the Board. Any Governor who has failed to attend (live or via telephone) more than 50% of the meetings of the Board in any fiscal year may be removed from the Board by the affirmative vote of a majority of the remaining Governors, and the seat of the departing Governor shall be filled as soon as reasonably practicable by the affirmative vote of a majority of the remaining Governors.
Meetings of the Board may be held live, telephonically, or virtually, and voting may occur in person, electronically or by proxy (including via e-mail). A year-end meeting of the Board shall be held in May, June or July to discuss the results of the most recent fiscal year ended May 31. At the year-end meeting, the President and Treasurer shall present an annual budget for the next fiscal year and a five-year plan outlining the finances of the Club and the projected income and expenses (including capital expenses) of the Club for the next fiscal year and each of the four subsequent years thereafter. The Board shall vote on the annual budget at the year-end meeting.
ARTICLE IV
Powers of the Board:
The Board shall have general charge, management and control of and final authority over the affairs of the Club, its funds and other property. To that end the Board shall (a) levy initiation fees, dues and assessments, (b) authorize and control expenditures by the Club and (c) make and adopt Rules with respect to Club competitions and other matters as it shall deem appropriate.
The Board shall elect annually at its first meeting following the annual meeting of members from its own number a President, one or more Vice Presidents, a General Counsel, a Treasurer, a Secretary and any other officers to serve for one year or until their successors are elected. Any two offices may be held by the same person, except those of President and Secretary. The Board may also elect an Honorary President for such term as the Board shall designate at the time of election.
The Board shall appoint annually the members of all standing committees, who shall be subject to the control of the Board and shall hold office during its pleasure.
ARTICLE IV
Officers:
The President shall preside at all meetings of the Club and of the Board at which he or she is present and direct the policies and activities of the Club subject to the authority and instruction of the Board. The President shall have authority to sign checks.
The Vice Presidents shall perform such duties as are assigned by the President or the Board and, in the absence of the President, the Vice President designated by the President shall preside at all meetings of the Club and of the Board.
Unless otherwise ordered by the Board, all agreements on behalf of the Club shall be reviewed by the General Counsel and executed by the President or the Treasurer.
The Secretary shall give notice, and keep the minutes, of all meetings of the Board and of the Club, conduct correspondence of the Club as requested by the President, keep the records of membership and be responsible for the publication of the membership directory and its distribution to the members.
The Treasurer shall notify all members of their obligations to the Club, collect all dues and revenue and deposit them in a depository approved by the Board, pay proper bills, keep the accounts of the Club and report thereon at each annual meeting. The Treasurer shall have authority to sign checks and shall be custodian of securities of subsidiary corporations.
The General Counsel of the Club shall handle all legal matters relating to the Club.
ARTICLE VI
Meetings:
Annual meetings of the Club members shall be held in October or November of each year at the discretion of the Board, for the election of Governors, the presentation of the report specified in the next paragraph, and for the transaction of other business and at such place and at such time as the Board shall determine. Special meetings of the Club may be called by the Board or the President.
Notice of each meeting of the Board shall be given to each Governor, and notice of each annual meeting or special meeting of the Club members shall be given to each member of the Club. The notice shall state the place, date and hour of the meeting (and if the meeting is telephonic or virtual, the instructions therefore) and, unless it is an annual meeting, shall indicate that it is being issued by or at the discretion of the person or persons calling the meeting and shall state the purpose or purposes for which the meeting is called. The notice shall be given not less than 10 nor more than 50 days before the day of the meeting. Twenty percent (20%) of the Regular Members, whether voting in person or by proxy, shall constitute a quorum at the annual member meeting. Governors shall be elected by a plurality of the votes cast, whether voting in person or by proxy, at the annual member meeting. Except as otherwise provided by law, any other action shall be authorized by a majority of the votes cast.
The Board shall present at the annual meeting of the Club members held in October or November a report as of the preceding May 31 for the year then ended, verified by the President and Treasurer or by a majority of the Governors, showing in appropriate detail:
(1) the assets and liabilities of the Club as of that date;
(2) the principal changes in assets and liabilities of the Club during that year;
(3) the income and expenses of the Club during that year;
(4) the principal changes in the income and expenses of the Club during that year; and
(5) the number of members of the Club as of that date, together with a statement of increase or decrease in such number during that year and a statement of the place where the names and places of residence of current members may be found.
ARTICLE VII
Members:
All members shall be entitled to vote at the annual meeting of the Club.
Regular Members shall be those members between the ages of 30 and 68 (those members who have passed or will pass their 30th birthday on or before July 1 in any fiscal year, but will not have passed their 68th birthday on or before July 1).
Intermediate Members shall be those members who have passed their 21st birthday but not their 30th birthday on or before July 1 in any fiscal year. Children of members automatically become Intermediate Members. If an Intermediate Member resigns from the Club, he or she must re-apply if he or she wishes to rejoin the Club.
Senior Members shall be those members who have passed their 68th birthday by July 1 in any fiscal year.
Distant Members shall be those members who reside more than 500 miles from the Mad River Glen ski area.
Honorary Members shall be those members elected at the discretion of the Board because of their extraordinary and significant contribution, over an extended period of time to the sport of skiing nationally or internationally either in an official capacity or in some activities of outstanding help to the sport (e.g. the ski patrol, promotion of junior skiing, national and international skiing competition or the writing of books on the sport). Honorary Members shall not be required to pay initiation fees, dues or assessments. They will be maintained in the directory and on the regular mailing list and will be invited to all Club functions.
Initiation fees, dues or assessments may be levied by the Board in different amounts or proportions for Regular, Intermediate, Senior and Distant members, but in all cases the fees, dues and assessments payable by members of one class shall be equal.
Resignations shall be submitted to the Secretary in writing.
Any member of the Club may be expelled, suspended or reprimanded by a majority of the Board for any conduct which in the opinion of the Board is improper and prejudicial to the welfare and reputation of the Club, or for nonpayment of any indebtedness to the Club or its subsidiary which remains unpaid after one hundred eighty (180) days from the date when originally due.
Termination of membership by resignation or otherwise shall not relieve a former member of any indebtedness which he may have to the Club or its subsidiary.
ARTICLE VIII
Election of Members:
- New Members’ Proposal and Election:
A candidate for membership who has not been a member of the Club shall be proposed and seconded respectively by letters from two members of the Club setting forth the candidate’s qualifications. The proposer shall also fill out a membership application form obtainable from the Secretary or the Membership Chairperson. A minimum of two additional endorsing letters from members of the Club must accompany the application. Each candidate must be known by at least three Governors, two of whom shall support the candidate either (a) in writing as a proposer, seconder, or one of the two writers of endorsing letters as aforesaid or (b) by personal endorsement when the application is considered by the Board. In addition, a candidate for membership, and his or her family where age appropriate, shall attend a minimum of three Club events in the three years leading up to the submission of the application, at most one of which may be a stay for two or more nights as a guest of a member at the Lodge.
Upon receipt and approval by the Membership Committee, completed applications shall be presented to the Board at its next regularly scheduled meeting. The Board shall vote by secret ballot whether to post the candidate’s name to the membership. If there are no negative votes, the membership shall be advised in the next Club newsletter, by other mailing, or by posting on the Club website, that the candidate has been proposed and that comments on the candidacy may be submitted to the Chairperson of the Membership Committee, whose name and address shall be set forth together with the names of the candidate’s proposed and seconded. The application shall be presented for final vote at the next Board meeting occurring at least two weeks after the posting. Prior to the vote, the Chairperson of the Membership Committee shall report on any comments received with respect to the candidate. The Board shall vote by secret ballot, and a quorum must be present at the time of the vote.
If a candidate fails to receive the affirmative vote of all the Governors present at either of the meetings at which he or she is considered, the application shall be returned to the Membership Committee for its reconsideration and may be resubmitted at the next regularly scheduled Board meeting, provided the notice of the meeting contains a statement to that effect. If at such Board meeting the candidate received two or more adverse notes, the candidate shall be excluded.
- Legacy Members’ Offers:
A member’s son or daughter shall automatically be offered Intermediate Membership upon reaching age 21, without any Initiation Fee, and may accept such offer via email or written letter.
An Intermediate member in good standing shall automatically be offered Regular membership upon reaching age 30 and may accept such offer via email or written letter; the payment of an Initiation Fee for such legacy members may be established by the Board from time to time.
A member’s son or daughter over the age of 21 who declined Intermediate or Regular Membership may subsequently be offered Regular Membership, regardless of age, by following the Lapsed Membership process.
- Lapsed Membership Process:
The procedure set forth above for new members shall apply to applications by former members, except that only a proposing letter and a seconding letter shall be required and his or her family shall attend a minimum of two Club events in the three years leading up to the submission of the application, at most one of which may be a stay for two or more nights as a guest of a member at the Lodge. Lapsed members shall pay an Initiation Fee established by the Board from time to time.
All letters and deliberations concerning candidates shall be confidential.
ARTICLE IX
Nominations:
At least four weeks before the annual meeting, the President shall appoint a Nominating Committee of three members, at least two of whom shall be Governors, to nominate candidates for the election of Governors. The Committee shall submit the names of the proposed candidates to the President two weeks before the annual meeting. Additional nominations may be made upon written petition, signed by five members, submitted to the President at least seven days before the annual meeting.
At least three weeks before the first meeting of the Board following the annual meeting, the President shall appoint a Nominating Committee of three Governors to nominate candidates for Officers. This Committee shall submit to the President one week before such meeting of the Board, and to such meeting, the names of candidates proposed for election as Officers. Additional nominations for Officers may be made by any two Governors.
ARTICLE X
Amendments:
Amendments to these By-laws may be made upon the affirmative vote of two-thirds of the Governors present at a duly constituted meeting, provided written or email notice of the proposed amendment has been given to all Governors prior to the meeting.
ARTICLE XI
Fiscal Year:
The fiscal year of the Club shall end on May 31.