Nipmuc Ski Club By-Laws
BY-LAWS Adopted (06/13/2019)
ARTICLE I – NAME
The name of the club shall be the (THE NIPMUC SKI CLUB, INC.), hereinafter referred to as the Club, which is an affiliated Club with USA Water Ski & Wake Sports, hereinafter referred to as USA-WSWS, the national governing body of water skiing.
ARTICLE II – PURPOSES
A. The purposes of the Club are:
- to encourage all forms of water recreation, interest in the community and promote water skiing, and water skiing competition with a firm policy of water safety and fairness to all;
- to further stimulate interest in the area and its environment, and to cooperate and assist in the development and improvement of new and better facilities for water skiing and boating in the area;
- to exclusively promote and carry on any other charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code;
- to perform any purpose which not-for-profit corporations are authorized under the laws of the state of MASSACHUSETTS.
B. The Club is established as a non-profit organization in the state of MASSACHUSETTS.
ARTICLE III – MEMBERSHIP
A. Membership in the Club shall be open to any individual member of USA WSWS, without discrimination on the basis of race, color, religion, age, or sex; subject only to payment of dues as the Board of Directors may prescribe from time to time.
B. The members of this Club are those persons who have been accepted based on an application being presented to the Board of Directors in accordance with its resolutions. Individual and Family memberships shall be granted to any person(s) approved by the Board of Directors and whose interests parallel the purposes as defined in these Bylaws.
C. Classes of membership: there shall be three classes of members as follows:
- Regular Members: Regular members shall be of the age of eighteen (18) years or older.
- Family Members: Family members shall be a member of the Regular members’ immediate family (this is to be construed as husband, wife, and children).
- Under 18 Members: Members shall be of the age of 18 years or younger.
D.Regular members shall have voting rights in all meetings of the members.
E. All members must be an active member of USA-WSWS.
F. A member may resign from the Club at any time upon notice in writing addressed to the Secretary of the Club.
G. Membership in the Club may be terminated for nonpayment of dues or other activities deemed detrimental to the objectives of the Club, by action of the Board of Directors. Termination of membership for any member shall not release the said member from the obligation to pay all dues owed to the end of the period of the membership.
ARTICLE IV – MANAGEMENT
The management of the Club shall be vested in a Board of Directors.
ARTICLE V – BOARD OF DIRECTORS
A. The Board of Directors shall consist of the President, Vice President, Treasurer, Secretary, and three Directors.
B. All members of the Board of Directors shall hold office for one year or until their successors are duly elected and qualified. Four members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.
C. The Board of Directors may employ whatever personnel they deem necessary and for which funds are available, to aid in the management of the Club.
D. Regular meetings of the Board of Directors shall be held quarterly at a time and place designated by the President.
E. Special meetings of the Board of Directors may be called by the President, notice of which shall be given in sufficient time to permit members to be present.
ARTICLE VI – OFFICERS AND DIRECTORS
A. The elective officers of the Club shall be known as the President, Vice President, Secretary, and Treasurer. Officer positions other than President and Vice President may be combined; however, no fewer than 3 people may hold the combined officer’s positions.
B. The officers shall be elected by the members at their annual meeting and shall hold office for the term of one year or until their successors have been elected and qualified.
C. The President shall preside at all meetings of the Club and the Board of Directors, he shall appoint all committees and shall carry out those responsibilities assigned to him by these Bylaws and by the Board of Directors.
D.During the absence or temporary incapacity of the President, the Vice President shall perform the duties and have the powers of the President.
E. The Secretary shall keep all the records of the Club, and be responsible for the minutes of the general membership and the board meetings, as well as the rosters, attendance, mailings, and correspondence of the Club.
F. The Treasurer shall keep all accounts of the Club, and have charge of its funds. The Treasurer shall keep all funds in a bank approved by the Board of Directors, and in the name of the Club, subject to withdrawal by checks signed in such manner as may from time to time be approved by the Board of Directors. The Treasurer shall disburse the funds of the Club under the direction of the Board of Directors. A report of the finances of the Club shall be prepared and submitted to the membership at each meeting of the Club.
G. The Directors shall be elected by the members at their annual meeting and shall hold office for the term of office stipulated below or until their successors have been duly elected and qualified, typically no later than 30 days after the general election but must occur before the end of the fiscal year.
- a one year Director elected each year
H. Vacancies in any elective office may be filled by the members at any meeting of the Club at which a quorum is present. The successor so chosen shall serve for the unexpired term of their predecessor.
I. Alternate Board Member – On an annual basis, the current elected Board of Directors will appoint one Ski Club Member in good standing to be designated as the “Alternate Board Member” This position will attend all meetings in an observatory fashion to remain knowledgeable on all club activities. In the event, that a board member resigns prior to their term ending, the alternate board member will assume a director level position until the next general election and only participate in voting if there is a split among the other board members.
ARTICLE VII – FISCAL YEAR
The fiscal year of the club shall commence on the first day of January and end the thirty-first day of December.
ARTICLE VIII – MEETINGS
A. The annual meeting of the members of the Club shall be held on A DAY DETERMINED BY THE BOARD OF DIRECTORS AT THE END OF SKI SEASON WHICH SHALL BE AT LEAST 1 MONTH BEFORE START OF NEW FISCAL YEAR
B. Regular meetings of the Club shall be determined by the membership at the annual meeting.
C. Written or phone notices of the place, day and hour of all meetings shall be prepared by the secretary. The remaining Board of Directors shall assist the Secretary with all club meeting notices.
D. Special Club meetings may be called by the President or by any seven members upon giving three days notice to the membership.
E. Each meeting of members shall be held at the place, day and hour designated in the notice.
F. A majority of the members shall constitute a quorum. Any action taken at a regular meeting shall require a majority vote of those present.
ARTICLE IX – ORDER OF BUSINESS
A. At the hour of meeting the President, or in his absence, the First Vice-President, in succession shall call the meeting to order. The order of business shall be as follows:
- Invocation, Announcements, Adjustment of Agenda
- Reading of Minutes of Previous Meeting
- Treasurers’ Report
- Amendment of Bylaws
- Report of Officers
- Report of the Board of Directors
- Reports of Standing Committees
- Report of Special Committees
- Unfinished Business
- New Business
- Election of Officers
B. The rules contained in the current edition of the Robert’s Rules of Order, newly revised, shall govern the corporation in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws and any special rules of order the corporation may adopt.
ARTICLE X – INDEMNIFICATIONS
The members of the Board, as a Board and individually, and the members for each permanent standing committee, as a committee and individually, are specifically held harmless by the Club and its membership for all actions taken in good faith on behalf of the Club including omissions, unless found culpable in a court of law of willful malfeasance, illegal activity or gross negligence, in which case the Club shall be entitled to recover any payments, costs or expenses incurred in defense, compromise or settlement of any claims or suits against such members prior to such finding.
ARTICLE XI – SAVINGS CLAUSE
Failure of literal or complete compliance with any provision of the Club Bylaws or Policies and Procedures in respect of dates and times of notice, or the sending or receipt of the same, or errors in phraseology of notice of proposals, which in the judgment of the Board at meetings held do not cause substantial injury to the rights of members, shall not invalidate the actions or proceedings of the members at any meeting.
ARTICLE XII – DISSOLUTION
The Club may dissolve only by an affirmative vote of the Club Board of Directors in the manner and proportions described below. Each member of the Board shall be given notice of a special meeting called for the purpose of dissolution in the manner prescribed herein for special meetings. At a special meeting of the Board, three-quarters (3/4) of all then current directors must approve the proposed dissolution. In the event of dissolution, the disposal of the assets of the Club shall devolve upon the Board.No part of the assets, income, or net earnings of the Club shall inure to the benefit of any the Club members or Directors or any other individual. Upon the dissolution of this corporation, the assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code(or corresponding section of any future federal tax code).
ARTICLE XIII – AMENDMENTS
These bylaws may be amended at any meeting of the Club by a majority vote of the members attending such meeting, providing a notice of such proposed amendment or amendments shall have been mailed (USPS or electronically) to each member with notice of the meeting at which the amendment or amendments are to be considered.
These bylaws supersede all previous bylaws of the THE NIPMUC SKI CLUB, INC. As amended and approved on 06/13/19 by the Club and Board of Directors.
*12/8/2020 – bylaws amended to add Alternate Board Member
*9/14/2020 – bylaws amended to add language around transition of Board Members [ARTICLE VI – OFFICERS AND DIRECTORS – Section G]