Proposed new By-Laws
To be voted on by the membership
at the CSC Annual Meeting
February 29, 2020, 4:30 pm.
BYLAWS OF CABERFAE SKI CLUB, INC.
NAME AND FISCAL YEAR
The name of the organization shall be "Caberfae Ski Club, Inc." herein after to be called Caberfae Ski Club. The fiscal year of the Caberfae Ski Club shall be July 1 – June 30.
The purpose of the Caberfae Ski Club shall be to promote friendship among the skiing community, to support programs for safe skiing, and to foster a spirit of goodwill and helpfulness among members.
Section 1. Membership of this organization shall consist of four classes:
1) Individual Membership
2) Family Membership
3) Senior Family Membership
4) Senior Individual Membership
Section 2. Any person interested in skiing shall be eligible for membership upon completion and submission of the prescribed application form, payment of application fee and such other qualifications as may be prescribed by the Board of Directors and uniformly applied to all candidates for membership.
Upon applying for and accepting admission to membership, the applicants agree to abide by the Club Bylaws and all existing and published house rules.
The applicant further agrees to the assumption of risk and to the waiver of any and all claims relative to injury or property damage attributable to misfeasance or nonfeasance on the part of the Club, directors, officers or agents.
The applicant once accepted into membership further agrees to indemnify the Club against any and all claims on behalf of guests sponsored by the applicant/member.
Section 3. An Individual Membership is one adult and his or her children under the age of twenty-five before membership dues are due, October 1st. Individual Membership fees are fifty percent of the regular Family Membership cost, including dues, capital project fee, initiation fee and special assessments.
Section 4. A Family Membership is two adults who are married to each other and their children under the age of twenty-five before membership dues are due, October 1st.
Section 5. Senior Membership status will be granted to Individual and Family Memberships where the member has attained the age of seventy and who has been an active member of the Club for the last twenty-five consecutive years. For a Family Membership to qualify at least one of the members must satisfy both requirements. Senior Memberships annual dues are fifty percent of regular Family and Individual Memberships. Senior Memberships are responsible for full payment of capital project fees and special assessments.
Section 6. A child who has been a member for at least one year and is twenty-five years old is eligible to become an adult member under the legacy option. The legacy option will continue the membership uninterrupted and by-pass a waiting list, if one exists. The legacy child does not pay an initiation fee, but is subject to all other fees and assessments. Their membership seniority starts when they join the club as an adult member. This is a one-time option offered on or before the year the child becomes ineligible because of age under a Family or Individual Membership. (A child becomes ineligible if they are twenty-five years old on the date dues are considered late.) If the option is not accepted at this time, a future membership will be subject to all other conditions as may apply to non-legacy applicants.
Section 7. Divorce or change in membership: Two adults in a Family Membership may dissolve that membership and have the option to continue their memberships separately, uninterrupted, as Individual Memberships. They will retain their original seniority when continuing their membership. If both continue as members, they must provide a letter to the Secretary/Treasurer, which is signed by both parties, specifying ownership of the locker, parking pass and order of seniority. They do not pay another initiation fee when continuing their memberships separately. Members may change their membership from individual to family if they get married. A person joining the Club by way of marriage is required to pay an individual initiation fee.
Section 8. The Board has the authority to adjust the number of memberships up or down annually to compensate for overcrowding, underutilizing, divorce, marriage, and legacy children. Changes in the number of memberships should not exceed a difference of 5% of the total memberships of the previous year. Legacy children will be added first, all legacy children will be added even if this results in a greater than 5% change. After legacy children, the Secretary Treasurer will invite applicants on the waiting list in order of seniority until the appropriate number of memberships has been reached.
Section 9. Waiting list applicants who are asked to join may defer their membership once and retain their place on the waiting list. Waiting list applicants who choose to defer their membership a second time may choose to go to the end of the waiting list or be removed from it and forfeit their application fee.
MEETINGS OF MEMBERS
Section 1. Annual Meeting of members shall be held on the last Saturday in February at the Caberfae Ski Club, Cadillac, Michigan. Notice of the meeting shall be provided to members by mail or electronically at least twenty days prior to the date of the Annual Meeting.
Section 2. Special Meetings of the Club membership may be called with twenty days written notice by mail or electronically to the membership by the Club President or by two thirds of the Board of Directors. The Board of Directors shall be obligated to call a Special Meeting upon written petition signed by twenty percent of the Club memberships then in good standing. Notice of Special Meetings shall be provided to all members at least twenty days prior to the date of such a meeting, and a copy of such notice shall be posted in a prominent position within the Club premises. Special Meetings of the members shall conduct only such business as apropos to the stated purpose for the meeting.
Section 3. A quorum at any membership meeting shall be defined as twenty-five percent of all active memberships. Members may be present, in person or by proxy. No business shall be conducted without a quorum satisfied.
Section 4. A Family Membership is entitled to two votes. Individual Memberships are entitled to one vote.
Section 5. A member may authorize another member to act for them by proxy at any membership meeting. A proxy must be signed and dated by the authorizing member. A proxy is revocable at the pleasure of the member executing it and is only good for sixty days from the date of signing.
Section 1. Notice of all annual dues and assessments shall be mailed by September 1st, and are due October 1st. Any member in arrears after October 1st shall be denied club privileges and immediately notified of such. A late payment fee shall be added to his or her indebtedness. Such member shall have until October 15th to pay any outstanding indebtedness or that membership shall be terminated. Should such member later wish to rejoin the Club, he or she shall be subject to all conditions as may apply to any other applicant.
Section 2. The Board of Directors may suspend or expel any member that displays illegal, dishonorable or discourteous conduct, or is responsible for an infraction of the Club’s by-laws,
regulations or policies. In addition, conduct that is likely to endanger the welfare, safety, harmony or reputation of the Club or its members will also result in suspending or expelling a
member. If a Board Member or Club Manager witnesses an act or behavior, they deem to be an infraction, the member may be asked to leave the Club premises immediately with subsequent action
taken by the Board. A two-thirds vote of the Board of Directors is required to suspend or expel a member.
In the event of a Family Membership, the suspension or expulsion shall only apply to the party in question and not to the rest of the family. Guest privileges will also be revoked for the suspended or expelled member.
BOARD OF DIRECTORS
Section 1. A Board of Directors consisting of not less than eight Directors and the Past President shall govern the Caberfae Ski Club. Two Directors shall be elected from the membership each year for a term of four years. Voting shall be completed prior to the day of the Annual Meeting. The two nominees receiving the greatest number of votes shall be elected to the Board. In the case of a tie for the second highest number of votes, the winner will be determined by the membership in a second run off election between only those two candidates.
Section 2. A mid-term vacancy on the board may be filled by a majority vote of the board between not less than two candidates. The vacancy must be published to the membership for ten days. Interested candidates may volunteer. If the position can’t be filled before the next election the third-place candidate in that election will take the vacancy. The board position is only for the remaining term of the vacating board member.
Section 3. Candidates for election to the Board of Directors may be nominated by petition containing the signatures of no less than five active memberships in good standing or by action of a nominating committee appointed by the Board of Directors for the purpose of assuring that there are at least twice the number of candidates running as the number of open board positions.
Section 4. The nominating committee shall consist of two Board members selected by the board. No member may serve upon the nominating committee for two successive years. The names of those appointed to the nominating committee shall be posted within the club at least sixty days prior to the date of the Annual Meeting. The posting shall state that the nominating committee is accepting petitions for the nomination of candidates for the office of Director, and that the nominating committee has the power to nominate without petition.
Section 5. The Board of Directors shall elect officers as hereinafter set forth, shall hire the Club Manager who shall hire staff as needed. The Board of Directors shall hire the Secretary /Treasurer and appoint an Assistant Secretary/Treasurer. The Board of Directors shall also establish hours of Ski Club operation.
Section 6. The Board of Directors shall adopt a budget setting forth estimated receipts and expenditures prior to the beginning of each fiscal year, and shall approve or disapprove all requests for capital expenditures. General guidelines for capital expenditures is to not spend more than 50% of annual capital project fund in the current year and save the remaining half for future capital expenditures. Annual capital expenditures totaling more than 75% of that year’s capital project fund must be approved by two thirds of the members present at an Annual or Special membership meeting.
Section 7. The Board of Directors shall establish annual dues and fees as required concurrent with the adoption of a budget prior to each fiscal year. Exceptions are that annual dues and fees may not be increased in excess of ten percent in any one fiscal year unless approved by two thirds of the membership present or voting by proxy at an Annual or Special membership meeting.
Section 8. The Board of Directors may impose special assessments upon the general membership. Special assessments may not exceed twenty-five percent of the annual dues paid by an individual membership during the prior fiscal year unless such special assessment is approved by two thirds of the Membership present or voting by proxy at an Annual or Special Membership meeting.
Section 9. The Board of Directors may not enter into debt or convey title or interest in real property owned by the Caberfae Ski Club unless such action is approved by two thirds of the membership present or voting by proxy at an Annual or Special Membership meeting.
Section 10. The Board of Directors shall meet as required for the discharge of their responsibilities. The President shall act as Chair of such meetings and shall call such meetings as he or she considers necessary for the proper administration of Club affairs. Additional meetings may be called by any three Directors upon two weeks written notice by mailed or electronically to all Directors, setting forth the date, time, location and purpose of such meeting. Such meetings however, shall be limited to considerations involving the stated purpose of the meeting only.
Section 11. A quorum for the purpose of a duly constituted meeting of the Board of Directors shall be not less than simple majority of the Board.
Section 12. A Board member may participate in a meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence at the meeting.
Section 13. A Board member may be removed from the board by a two-thirds vote for failure to attend meetings, but only at a meeting called for such purpose and with notice of such purpose given to such member at least two weeks prior to such meeting.
Section 14. The board is responsible to have the books reviewed annually by the Finance Committee and present the results at each annual meeting.
DIRECTORS and SECRETARY/TREASURER
Section 1. The Board of Directors shall elect a President, a First Vice-President, and a Second Vice-President from the present board of directors for a term of one year. They shall also hire a Secretary/Treasurer, and appoint an Assistant Secretary/Treasurer. With the election of a new president the former will become Past President and will remain as a member of the board until his or her successor becomes Past President. The Past President has full voting privilege.
Section 2. A mid-term vacancy of an elected officer on the board shall be filled by a majority vote of the Board of Directors. The candidate is to be chosen from the present Board of Directors and the newly elected officer serves only for the unexpired term.
Section 3. The President shall preside at all meetings of the Club and shall enforce the Constitution and Bylaws. He or she shall perform such duties as the club from time to time shall require of him or her. The President shall be an ex officio member of all committees. He or she shall prepare and present a summation report at the Annual Meeting. The President is the primary board member to provide supervision for the Club Manager.
Section 4. The First Vice-President shall perform the duties of the President during their absence. He or she shall coordinate other committees as directed by the President.
Section 5. The Second Vice-President shall be in charge of building maintenance and work bees. He or she shall also coordinate other committees as directed by the President.
Section 6. The Secretary/Treasurer shall keep a record of all meetings of the Club, and prepare it for permanent record in a book kept for that purpose. He or she shall conduct correspondence, keep financial records and maintain a database of member’s names and addresses. He or she shall make available the names and addresses of all newly elected and appointed officers, within one month of the Annual Meeting to the membership. He or she shall keep the President informed at all times of club activities.
Section 7. The Secretary/Treasurer shall also collect all dues, fees, or other revenue. He or she shall keep a record of all disbursements. He or she shall render to the Board each meeting a record of all receipts and expenditures incurred since the last meeting. He or she shall deposit all funds and other valuable property in the name of the Club in such banks designated by the Board of Directors. Financial records of the Club shall be open to inspection at any reasonable time by any member of the Board. The Secretary/Treasurer will manage the membership waiting list, lockers, parking and other membership issues. The Secretary/Treasurer shall receive annual compensation as determined by the Board of Directors and does not have voting privileges on the board.
Section 8. The Assistant Secretary/Treasurer shall assist the Secretary/Treasury. The Assistant Secretary/Treasurer may receive annual compensation as determined by the Board of Directors and does not have voting privileges on the board.
Section 1. The Committees of the Club shall be appointed by the President and confirmed by the Board of Directors. All committees report and are responsible to the Board of Directors.
Section 2. The Board of Directors shall create a Finance Committee to have general supervision of finances of the Club, and annually prepare a budget and make careful estimates of the costs and expenses of running the club for the entire year. The Finance Committee shall review the books of the Secretary/Treasurer prior to the Annual Meeting. No appropriation shall be made without first referring it to the Finance Committee. The Board of Directors shall prescribe the form in which the financial records shall be kept. The Secretary/Treasurer shall serve on this committee.
Section 3. Special or new committees may be created at any time by the Board of Directors to perform special functions for which they are intended. Chairperson shall be appointed in the same manner as Chairperson of regular committees.
Section 4. Each Committee Chairperson shall submit to the President at the Annual Meeting a report of the committee’s activities.
CONFLICTS OF INTEREST
Whenever a director or officer has a financial or personal interest in any matter coming before the Board of Directors, the board shall ensure that:
1) The interest of such officer or director is fully disclosed to the Board of Directors.
2) No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the Board of Directors at which such matter is voted upon.
3) Any transaction in which a director or officer has a financial or personal interest shall be duly approved by members of the Board of Directors not so interested or connected as being in the best interest of the organization.
4) Payments to the interested officer or director shall be reasonable and shall not exceed fair market value.
5) The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rational for approval.
Section 1. Subject to all of the other provisions of this article, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the corporation). Such indemnification shall apply only to a person who was or is a director or officer of the corporation, or who was or is serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit. The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its members. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation or its members or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.
Section 2. Subject to all of the provisions of this article, the corporation shall indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because (a) the person was or is a director or officer of the corporation or (b) the person was or is serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its members. However, indemnification shall not be made for any claim, issue, or matter in which the person has been found liable to the corporation unless and only to the extent that the court in which the action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses that the court considers proper.
Section 3. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 1 or 2 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.
Section 4. The right to indemnification conferred in this article shall be a contract right and shall apply to services of a director or officer as an employee or agent of the corporation as well as in such person’s capacity as a director or officer. Except as provided in section 3 of this article, the corporation shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the board.
Section 5. Any indemnification under sections 1 or 2 of this article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case. The corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 1 or 2, whichever is applicable. The determination shall be made in any of the following ways:
(a) By a majority vote of a quorum of the board consisting of directors who were not parties to such action, suit, or proceeding.
(b) If the quorum described in clause (a) above is not obtainable, by a committee of directors who are not parties to the action. The committee shall consist of not less than two disinterested directors.
(c) By independent legal counsel in a written opinion.
(d) By the members.
Section 6. If a person is entitled to indemnification under sections 1 or 2 of this article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.
Section 7. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 1 or 2 of this article may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the corporation. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made, but it need not be secured.
Section 8. The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.
Section 9. The corporation may, to the extent authorized from time to time by the board, grant rights to indemnification and to the advancement of expenses to any volunteer, employee or agent of the corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the corporation.
Section 10. The indemnification provided in this article continues for a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.
Section 11. The corporation may purchase and maintain insurance on behalf of any person who (a) was or is a director, officer, employee, or agent of the corporation or (b) was or is serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. The insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify against liability under this article or the laws of the state of Michigan.
Section 12. If there are any changes in the Michigan statutory provisions applicable to the corporation and relating to the subject matter of this article, the indemnification to which any person shall be entitled shall be determined by the changed provisions, but only to the extent that the change permits the corporation to provide broader indemnification rights than the provisions permitted the corporation to provide before the change.
These Bylaws may be amended if approved by two-thirds of the membership present or voting by proxy at an Annual or Special membership meeting.
Notice of the meeting and the proposed amendment change shall be provided to members in person, by mail, or electronically at least twenty days prior to the date of the Meeting.
Date Bylaws approved by the Caberfae Ski Club Membership
Signature of Secretary/Treasurer