BY-LAWS of the Bromley Outing Club – with revision
recommendations
Revised and adoptedApril 1, 1999 with revisions3/26/05;3/24/07
ARTICLE I – PURPOSE
The
Bromley Outing Club is a non-profit corporation organized under the laws of the
State of Vermont. Its purposes, under section 501(c)(3) of the
Internal Revenue Code, are to promote recreational, educational and competitive
sport activities with a concentration on skiing and snowboarding
through:
A.
Instructional programs for students.
B.
Competitive training programs to foster sportsmanship and develop
skills.
C.
Competitions that serve the needs of the athletes. Such events shall be governed by enactments and
rules of the governing organization/s.
D.
Events open to the membership.
ARTICLE II – OFFICES
The
administrative office of the Bromley Outing Club is located in the Town of Manchester, County
of Bennington and State of Vermont. A seasonal office may also be maintained at Bromley Mountain, Peru,
Vermont.
ARTICLE III -
MEMBERSHIP
Membership
in the Club is open to all persons irrespective of such person’s race, creed,
color or affiliation. Membership rates
shall be determined by the Board of Directors.
Membership rates shall be determined by the Board of Directors. A member must be at least eighteen (18) years
of age to be eligible to vote at any meeting of the members.
ARTICLE IV – GOVERNMENT
A. BOARD OF DIRECTORS
The
Board of Directors shall be responsible for the control, management and affairs
of the Club.
1 – The Board of Directors shall
consist of fifteen members with five directors elected each year to serve a three year term. No director shall serve for more than two (2)
consecutive three (3) year terms. A director who completed two (2)
consecutive three (3) terms may be elected to a final three (3) year term after
an absence of one year.
2 – At all meetings
each voting director present shall have one vote
3 – A paid employee of the Club may
not serve as a director..
4 – A quorum of the Board of
Directors shall be a majority of directors.
A majority of the quorum present shall be necessary for the adoption
of any vote issue.
5 – Any director may be removed by a
majority vote of the members eligible to vote at a meeting duly warned for such purpose. Any director may be
removed by a majority vote of the Directors then in office if
such director has been absent for three consecutive meetings without good
reason.
6 – A director may resign at any
time by giving written notice to an Officer.
Acceptance of such resignation shall not be necessary to make
it effective.
7 – Vacancies in the Board of
Directors may be filled by a majority vote of the remaining directors or at the Annual Meeting following the
procedures outlined in Article IV C.
8. A director elected to fill a
vacancy will complete the balance (unexpired portion) of the term of the
vacated director where the unexpired term
greater than (1) year will count as a full term; B; and Directors
elected to fill a vacancy where the unused portion of the vacated director is
less than one (1) year shall automatically roll into their first full three (3)
year period and where the balance of the unexpired term filled will not
count toward the tenets noted in Article IV. section A, item 1; re term
limits et al.
9- Upon a majority vote of Board
members a person may be elected to one term of one year as an Honorary Non-VotingDirector. {added and adopted3/24/07}
B. OFFICERS
The
officers of the Club shall be a president, vice president, treasurer and
secretary. The officers shall be elected by and from the Board of
Directors. Each officer shall hold
office until the meeting of the Board of Directors next succeeding the annual
meeting and until the successor has been elected.
1 – Duties: The President shall preside over all
meetings, appoint committee chairpersons and provide
active leadership for the Club.
The Vice President shall
officiate in the absence of the President and assist in the operations of the Club.
The Secretary shall keep
records of the Board of Directors’ meetings, shall notify the membership of all
annual
and special meetings and shall perform such other duties as directed by the
Club.
The Treasurer shall transact
and maintain records of the financial activities of the Club and report same regularly to the Board of
Directors.
2 – Vacancies: Any vacancy in any office may be filled
for the unexpired portion of the term by a majority
vote of the Board of Directors.
C. NOMINATIONS/ELECTIONS
1 – Each year prior to the Annual
Meeting a nominating committee of three shall be selected by the President with
the approval of the Board of Directors. The nominating committee shall
recommend individuals to serve as directors for those terms that are expiring
or are vacant for the ensuing year.
2
- Notice of the slate of nominees shall be warned in the Annual Meeting notice.
3 – Two percent (2%) of the
membership eligible to vote (as noted in Article III) may submit to the Secretary
of the Board of Directors, in writing over their signatures, any additional
nominees for director. Such signed
petitions must be received, in hand, by the Secretary of the Board of Directors
not less than 15 days prior to the date
of the Annual Meeting. At the Annual Meeting the nominating committee’s slate
of recommendations and any other nominees submitted by petition shall be voted
upon by the voting membership present.
ARTICLE V – MEETINGS
A. BOARD OF DIRECTORS’
MEETINGS: Meetings shall occur as needed
to conduct the business of the Club.
B. ANNUAL MEETING of the
membership: An annual meeting of the
membership shall be held prior to June 1, of each year. Written notice shall be provided no less than
30 days prior to the date of the meeting.
Written notice will be in the form of
e-mail delivery to the e-mail address noted on the current application
form.. A quorum at the annual meeting shall
consist of twenty-five (25) voting members.
C: Membership eligible to vote is
defined as: Active members (Article III) as of the date 30 days prior to the
stated annual meeting date.
D. SPECIAL MEETINGS of the
membership: Special meetings of the
membership may be called at any time by the (1) President; (2) a majority of
the Board of Directors or (3) by a written request to the Secretary from ten per cent (10%) thirty
per cent (30%) {Amended 3/24/07} of the membership eligible to vote. In the case of a special meeting called by
the Directors, a majority vote of the directors then in office shall be
required. In the case of a special
meeting called by the members, a written request subscribed to by at least ten
percent (10%) thirty percent (30%) {amended 3/24/07} of the membership eligible to
vote shall be submitted to the President or the Secretary. Written notice of a special meeting shall be
in the form of e-mail delivery to the
e-mail address noted on the current application form. setting forth the time, place and agenda of
the meeting and shall occur no less than 30 days days prior to the date. A quorum at a special meeting shall consist
of twenty-five (25) (forty (40) members. {amended 3/24/2007}
D. ADOPTION OF ISSUES: At any meeting that has a quorum, a majority
of the votes cast shall be necessary for the adoption of any issue.
E.
PROXIES: There shall be no voting
by proxy at any annual or special meeting of the members.
ARTICLE VI – COMMITTEES
There
shall be three standing committees.
Other committees may serve at the pleasure of the Board. Committee members shall be appointed by the
President.
1- Junior Program (JISP)
Committee
2 – Competitive Program
Committee
3 – Fund Raising
Committee.
.
ARTICLE VII – AMENDMENTS
All
By-Laws of the Bromley Outing Club are subject to amendments or repeal. Such changes may be at the recommendation of
the Board of Directors and approved at an Annual Meeting or Special Meeting by
a majority of the votes cast.
ARTICLE VIII – FISCAL
YEAR
The
fiscal year of the Bromley Outing Club shall run from June 1 to May 31.
ARTICLE IX -
DISSOLUTION
In
the event a majority of the Club’s directors believe it is in the best interest
of the Club to dissolve, a resolution recommending such dissolution shall be
submitted to a vote at a meeting of the members entitled to vote thereon. Written notice as provided in the Bylaws
shall be sent to each such member. A
resolution to dissolve the corporation shall only be adopted if the same
receives at least two-thirds of the votes of the members present at the
meeting. If a resolution to dissolve is
adopted, the Club shall cease to function except that it may continue such
affairs as may be necessary to wind up its business as follows:
1 – All liabilities and obligations
shall be paid or discarded or adequate provisions shall be made.
2 – Assets held by the corporation
upon a condition requiring a return shall be returned.
3 – Other assets shall be
distributed in accordance with a Plan of Distribution which plan may be adopted by the Board when in the process
of dissolving.
Revised and adopted on the 1st day of April,
1999
Amendment to ARTICLE IX: Dissolution orSaleof Assets
A two-thirds vote of the
membership shall be required to sell or mortgage assets of the corporation not
in the regular course of business or to dissolve the corporation. If the Board of Directors call for the
dissolution of the Club and the membership does not approve the dissolution of
the Club, all liability of the Board of Directors incurred from the date of the
election not to dissolve the corporation shall be assumed by the membership of
the whole as is allowed under applicable Federal and State statutes. Upon dissolution of the corporation, any
assets remaining after payment of or provision for its debts and liabilities
shall (be consistent) with the purposed of the organization, be paid over to
charitable organizations (under the provisions of Section 501(c)(3) of the U.S.
Internal Revenue Code or corresponding provisions of subsequently enacted
federal law). No part of the net assets
of the earnings of the corporation shall inure to the benefit of or be paid or
distributed to an officer, director, member, employee, or donor of the
organization. {AdoptedMarch 26, 2005}.
