| BY-LAWS OF THE LANCASTER SKI CLUB |
| Article
1 |
MEMBERSHIP |
| Section 1 |
Any
person of good moral character shall be eligible for membership regardless of sex, race,
color, religion or national origin.
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| Section 2 |
The
membership year shall run from May 1 until April 30.
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| Section 3 |
The
membership shall be made up of the following classes
|
A. |
Adult
membership: All adult members must be a minimum of 21 years of age. The adult member is entitled to participate in all
ski club activities, voting, serving on committees and holding office.
|
B. |
Junior
membership: A junior member is an individual between 18 and 21 years of age. A junior member may not participate in ski
activities where alcoholic beverages are served. A
junior member cannot hold a board position, but may serve on committees and vote in
elections. A junior member will become an
adult member upon reaching age 21.
|
C. |
Family
membership: A family membership is a husband and wife or single parent (one of whom must
be at least 21 years of age) and all dependents under 18 years of age. Under a family membership dependents less than 18
years of age may participate in trips only if accompanied by a parent or guardian. Dependents under 18 years of age may not
participate in club activities where alcoholic beverages are served by the club. Any adult members covered by a family membership
may vote, serve on a committee, but only one may serve on the board at a time.
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D. |
Life
membership: The board may give a life membership to a member who has rendered
extraordinary services or contributions to the Lancaster Ski Club. The board may give a maximum of two life
memberships per year.
|
E. |
Charter
membership: A charter member is a member who obtained membership at the organizational
meeting in 1947. All charter members are life
members.
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| Section 4 |
A
prospective member shall apply for membership by completing the application and submitting
membership dues to the Membership chairperson. The Membership chairperson submits
membership applications to the board for acceptance.
Any rejection by the board will be reviewed with the applicant and all funds
will be returned.
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| Section 5 |
Membership
Dues: Dues will be $20.00 for adult and
junior memberships. Dues for family memberships will be $30.00 per year. Life Members and Charter Members are exempt from
paying dues.
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| Section 6 |
Applicants
joining after March 1 will have their membership extended to the end of the following
membership year.
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| Section 7 |
The
Board of Directors has the right to revoke a membership for delinquency of dues or for
behavior not consistent with good sportsmanship or otherwise detrimental to the reputation
of the club.
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| Article 2 |
MEMBERSHIP MEETING |
| Section 1 |
There
shall be regular monthly membership meetings held during the months of September through
March. The time and place will be determined
by the Board of Directors.
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| Section 2 |
As
needed, additional meetings may be called or requested by the Board of Directors.
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| Section 3 |
The
Board shall notify members by mail of the time and place of the membership meetings.
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| Section 4 |
The
President shall decide and notify local media in the event of a cancellation of the
membership meeting.
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| Article 3 |
ELECTION PROCEDURES |
| Section 1 |
The
President shall select a nominating committee by the December Board meeting. The nominating committee should consist of four
people. No more than two committee members
can be current board members. Members of the
nominating committee cannot run for office.
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| Section 2 |
The
nominating committee chairperson shall open the floor for nominations at the January
membership meeting.
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| Section 3 |
Ballots
shall be sent by mail to all members. Members
can return their votes by mail or attend the election at the March membership meeting.
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| Section 4 |
At
the March membership meeting, the nominating committee will collect, validate and tally
the votes for the election. The nominating committee chairperson will announce the
election winners.
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| Section 5 |
In
the case of a tie, a secret ballot will be taken with all of the outgoing board members
and conducted by the nominating committee chairperson
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| Section 6 |
The
term of office for each officer and member of the Board of Directors shall be from May 1
through April 30.
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| Article 4 |
GOVERNMENT |
| Section 1 |
The
Lancaster Ski Club shall adopt as its parliamentary authority, the most recent edition of Roberts Rules of Order.
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| Article 5 |
STANDING POSITIONS, STANDING COMMITTEES & AD-HOC COMMITTEES |
| Section 1 |
Standing
committees shall consist of the following; (1) Nominating Committee.(2)
Trip Committee, whose duties are to advise the Board of Directors on destinations and
dates of ski trips. (3) Program Chairperson, whose
duties are to arrange the programs for the Membership meetings.(4) Race Chairperson, whose duties are to arrange the dates,
etc. for the racing programs.(5) Web Master, whose
duties are to create and maintain the club website.
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| Section 2 |
As
necessary, the President may appoint an ad-hoc committee.
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| Article 6 |
FINANCES |
| Section 1 |
Fiscal
year will run from May 1 through April 30.
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| Section 2 |
It
is the responsibility of the Treasurer to maintain the financial records in an orderly and
fiscally sound manner. The records are to be
audited at the close of the fiscal year
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| Section 3 |
The
monies of the ski club shall be deposited in the corporate name of Lancaster Ski Club,
Inc., in such bank or trust company as the Board of Directors shall designate, and shall
be drawn out only by check signed by the Treasurer or the President.
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| Section 4 |
The
Treasurer will develop the budget and bring the proposed budget to the May Board Meeting
for discussion and approval.
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| Section 5 |
It
is the responsibility of the Treasurer to arrange and prepare for the filing of the Income
Tax return with a Certified Public Accountant.
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| Section 6 |
The
Treasurer will prepare an end of year financial statement for review by the Board of
Directors. A more formal audit may be
authorized at the discretion of the President
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| Article 7 |
INDEMNIFICATION |
| Section 1 |
Subject
to the limitations hereinafter set forth, Lancaster Ski Club shall indemnify each officer,
director, employee or agent of the club, to the full extent permitted by law, against all
judgements, fines, liabilities and reasonable expenses, which judgement, fines and
liabilities and expenses were incurred or expended in connection with any claim, suit,
action or proceeding, whether civil, criminal, administrative or investigative, and
whether or not the indemnification liability arises or arose from any action by or in the
right of Lancaster Ski Club, in which he/she was involved because of anything he may have
done or omitted to do as a director, officer, employee or agent of the Lancaster Ski Club. But, such indemnification can be made only if a
determination is made hereinafter provided that such indemnification should be made. Such indemnification shall not impair any other
right any such person may have.
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| Section 2 |
Said
indemnification can be made only if a determination has been made, with the advice of
Counsel for the club, by members of the Board of Directors not involved in the claim or
proceeding or by a disinterested person or persons named by said members of the Board of
Directors not involved in the claim or proceeding, or by independent legal counsel in a
written opinion: (1) that the director, officer, employee or agent acted or failed to act
in good faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of Lancaster Ski Club, and with respect to any criminal action or proceeding,
had no reasonable cause to believe conduct was unlawful and (2) that the amount of the
proposed indemnification is reasonable and (3) that the proposed indemnification is just
and proper and can be legally made by the club under then existing law and (4) that the
indemnification shall be made by Lancaster Ski Club in an amount stated in the
determination; provided that the indemnification provided for herein shall not be
available if the act or failure to act giving rise to the claim for indemnification has
been determined by a court to have constituted willful misconduct or recklessness.
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| Section 3 |
Expenses
incurred by an officer, director, employee or agent in defending a civil or criminal
action, suit or proceeding shall be paid by Lancaster Ski Club in advance of the final
deposition of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such person to repay such amount if it shall ultimately be determined that the
person is not entitled to be indemnified by Lancaster Ski Club.
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| Section 4 |
The
validity of any portion of this Article shall not affect the validity of the remainder
hereof.
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| Section 5 |
This
Article shall not apply to any actions filed or any breach of performance of duty or any
failure of performance of duty prior to May 1, 1995
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| Section 6 |
All
rights to indemnification under this Article shall be deemed a contract between Lancaster
Ski Club and the persons to be indemnified under this Article pursuant to which Lancaster
Ski Club and each such person intended to be legally bound.
Any repeal, amendment or modification of this Article shall be prospective
only and shall not affect the rigor obligations then existing
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| Section 7 |
Limitation
of Liability. To the fullest extent permitted by
Pennsylvania law, a Director of The Lancaster Ski Club shall not be personally liable to
The Lancaster Ski Club or others for monetary damages for any action taken or any failure
to take any action, if the Director acted in good faith and in a manner he reasonably
believed to be in the best interests of The Lancaster Ski Club, and with such care,
including reasonable inquiry, skill and diligence, as a person of ordinary prudence would
use under similar circumstances. The
provisions of this Section 7 shall not apply with respect to the responsibility or
liability of a Director under any criminal statute or the liability of a Director for the
payment of taxes pursuant to local, state or federal law.
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| Section 8 |
Effect
of Amendment. Any repeal or modification of this Article 8 by the Directors of The Lancaster
Ski Club shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a Director of The Lancaster Ski Club with respect to any action or
failure to take any action occurring prior to the time of such repeal or modification.
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| Article 8 |
BY-LAW AMENDMENTS |
| Section 1 |
These
By-Laws may be amended, altered or modified upon recommendation by a two-thirds vote of
the Board of Directors. Each Board Member
will receive a copy of the proposed change(s) at least 30 days prior to the vote.
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| Section 2 |
The
proposed change(s) must be approved by a majority vote of the members of the Lancaster Ski
Club responding by a valid, signed ballot. Such
change(s) will be published in the club newsletter at least 30 days prior to the vote.
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