stephan

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}.

The 2012 Bromley Outing Club Annual Meeting will be held on Sunday 19 February at 5:00pm on the 2nd floor of the base lodge at Bromley Mountain Peru, VT.

The agenda for this meeting is attached. In addition to standard annual meeting agenda items, the board of directors is presenting the membership with suggested changes/revisions to the current By-Laws of the Bromley Outing Club. (Current By-Laws with suggested changes also attached for review).

There are five (5) Board of Director terms that will end this year. The nominating committee is presenting 5 names (see agenda) as the slate of nominees for consideration and vote at the annual meeting. Reminder, that two percent (2%) of the membership eligible to vote may submit to the chairperson of the nominating committee, in writing over their signatures, any additional nominees for director. Signed petitions must be received not less than five (5) days prior to the 19th of February. Petitions may be delivered to Amy W. Zimmer  c/o (Richard Mourey) at the Bromley Outing Club Office, Bromley Mountain Peru, VT.

Richard Mourey

Secratary, Board of Directors Bromley Outing Club

At this time, I would also like to mention a growing concern we have with the our clubhouse. During the holiday week our clubhouse was way too messy. Plastic bags, half eaten nachos, french fries and a lot of other garbage all over the place. In plain it, was treated without any respect. I was also made aware of some of athletes not treating each other with mutual respect. Both of these situations are  entirely unacceptable and will not be tolerated.  Please talk with your athlete/child about this situation, we(coaches/staff) can not be downstairs at all times to monitor the athletes behavior and cleanliness. The only alternative would be to close the clubhouse to all but ski storage, something none of us want to do. Thanks for your help in straightening out our situations.

For the 2011-2012 season we are looking to increase the level of participation by our members in managing our events on the mountain.  In particular, we are going to have the parents of each age group support the race day events for their respective races.  It is important that we have our parents on the hill in volunteer positions so that we can run the events efficiently and effectively.

Each age group needs to have two lead parents who can assist Tom Ziegler and Toni Harkins in organizing the race day volunteers.  This will entail making phone calls to parents in the age group and organizing the volunteers in coordination with Tom and Toni.

We will be using a web based volunteer management program to assist in securing and organizing our volunteers.

All members of the BOC should log into http://bocracecrew.volunteerhub.com , provide your contact info and sign up for a minimum of two volunteer commitments.  Keep in mind that with over 350 volunteer spaces that need to be filled we really need our members to commit to more than two volunteer commitments.

If you would like to volunteer for your age group or have any questions about volunteering on the mountain please contact Tom Ziegler by email at wtzieglervt@gmail.com or by phone at 203 856 6956.

Last night we received a couple of inches of snow and the snow guns are working overtime to provide us with skiing for SUNDAY morning. The lifts are scheduled to start at 9, we would like to see everyone at the club to help us start the new season. Groups will be meeting at 8.30 in front of the club. Please keep in mind that terrain will be limited and many other groups will be sharing the limited trails. We would suggest that you leave those new skis at home for this first weekend. As the Bromley website has posted, fast skiing(GS turns) will not be tolerated. At 11 we will have our parent informational meeting in the Boar’s Head. This is your chance to ask those questions you always wanted to, we will also have Dr. Matt Gammons talk with us about concussions and how they effect your athlete. Lead coaches will break out in to smaller groups for your questions and information about their programs.

As always please feel free to contact us here at the club with any questions or concerns. For up to the minute information please like our facebook page, Bromley Outing Club.

Great food + Great people + Great music = Awesome Evening!

Well worth the price of admission.

Please contact the club to secure your reservation.  We also need a few volunteers to help either before, during or after the event, please contact the club.  Thank you.

Saturday we will kick off at 8.30 and split off into groups to enjoy some first turns of the year. We understand that this will be the first outing for most of you and you are all excited to get out and get on the hill. We want to remind you that we will be operating with very limited coverage and that we will need to respectful of others in a small area.

Sunday we will again kick off at 8.3o. At 11 we are conducting our parent information meeting. As I mentioned last week, we will have presentations on concussions, athlete development and general BOC procedures. After the general presentations, the lead coaches will conduct meetings for your childern’s age class/programs. This will be a good time to asked those questions you’ve always wondered about. Please feel free to contact us here at world headquarters if you have any questions.

Another event that we had planned for December 3rd is our season kick-off all important Parent Information Meeting, but due to the mountain not being open we have rescheduled this important event for Sunday December 11th at 11.00 am. We will be meeting in the Boars Head at 11am and we will start with a presentation Dr Matt Gammons, a highly regarded Rutland neurologist, on current concussion procedures and protocols for today’s athletes.  We  will have various presenters on USSA Long Term Athlete Development and Alpine Training Systems. We also will be talking about club operations and procedures. We will end the meeting by breaking out in to smaller program/age class groups to talk about issues within groups. We highly recommend attending this all important meeting. As with our 60th celebration the night before,  we look forward to seeing you all.

The Bromley Outing Club was founded in 1951. Sally Pabst, the wife of Fred Pabst, who started Bromley Mountain 75
years ago, and Ruth Fowler along with the other co founders envisioned a program that would provide a skiing experience for local school children.  From that idea evolved the Junior Instructional Ski Program also known as JISP.  Since then, JISP has provided skiing and recently snowboard instruction for thousands of area kids who may otherwise not have had such an opportunity. Last year over 700 children were impacted from the seasonal program.  JISPS’s volunteer coaches and co-coordinators, some of whom were JISP athletes themselves, are the backbone of this organization and help to foster a love of winter sports that will last a lifetime.

The BOC has the distinction of being one of the oldest operating ski clubs in the United States. For 60 years the club has trained alpine/freestyle/recreational skiers and now snowboarders, many of whom have advanced to competing at international levels. Whether they have skied at elite, regional or high school level, the coaching focus has always been to support the athlete’s development as much as they can and to help the athlete achieve their personal bests.

On Saturday, the 10th of December, the Bromley Outing Club will mark its 60^th anniversary with a CELEBRATION at the Southern
Vermont Art Center from the hours of 6 until 10pm. The event will offer cocktails at a cash bar, dinner created by Chef Mariah MacFarlane and dancing to DJ Joe Bell. A raffle and commemorative items will also be available. Come join us as we celebrate one of Vermont’s legacy snow sports programs.

The cost of the gala evening is $60 per person. For more information please call the Bromley Outing Club office at 802.824.6498.

Thank You

Stephan Maeder

President