BYLAWS

OF THE

SITZMARKERS’ SKI CLUB (Incorporated)

Approved 03/06/2018; Effective Date 05/01/2018

I.           Definitions

1.       Cumulative Voting means a voting system that gives each voter as many votes as there are candidates.  Cumulative Voting is not allowed in Sitzmarkers.

2.       Good Standing means members who have paid dues and are not subject to any removal action

3.       Proxy voting means delegation to another member of the voting body to vote in his/her absence (it is not allowed in the Sitzmarkers Club)

4.       Quorum at a Board of Directors’ Meeting shall be 50% of the number of directors rounded to the next whole number plus one

5.       Quorum at an Executive Board Meeting shall be a minimum of three (3) yes votes.

6.       Quorum of a General Membership Meeting shall be 1/10^th of members entitled to vote. 

7.      Ski Club means the Corporation and is subject to the provisions of the New Mexico Nonprofit Act (Chapter 53, Article 8 New Mexico Statutes Annotated 1978 [Pamphlet 76—General Provisions]), unless redefined by these bylaws.

II.        General Membership and Meetings

1.        Classes of Members:  There are two (2) classes of members in the Club who have fulfilled the requirements of membership.

a)      Yearly Member: Membership is from November 1 through October 31

b)      Summer Member: Membership is from April 1 through October 31

2.        All members must be a minimum of twenty-one (21) years of age.

3.        Application for membership shall be mailed to the Sitzmarkers Ski Club PO Box or given to any director of the Club.

4.        Withdrawal of Members:  Membership of an individual may be revoked by a unanimous decision of the assembled Board for inappropriate behavior or just cause.  Participation in specific Club activities may be restricted if the member’s participation is judged to present a danger to himself/herself or others as determined by a unanimous decision of the assembled Board.

5.        General Membership Meetings

a)      The Club shall hold monthly general meetings at a time and place determined by the Board of Directors.  All general meetings shall be duly publicized.  There shall be a minimum of ten (10) per year which includes the Annual Meeting.

b)      The Club shall hold its Annual Meeting in April at a time and a place determined by the Board of Directors.  The purpose of the meeting is to elect next year’s Board of Directors.

c)      Special Meetings of the club may be called from time to time by the President, three (3) Directors, or a written petition from 1/20^th of the voting membership.

6.        Notice of Meetings: Notice of a Club’s Annual and Special Meetings shall include the date, time, place, and the purpose of the meeting.

a)      A notice shall be mailed to all members entitled to vote neither less than fourteen days (14) nor more than fifty (50) days prior to the date of the meeting.

b)      Such notice may be included in the monthly newsletter or sent via email and announced at the General Membership Meeting.

7.        Annual Election and Quorum Requirements

a)      Voting Entitlement:  Each member regardless of class is entitled to one (1) vote (ref New Mexico Statutes Chapter 53-8-15) in each election.

b)      No voting by proxy is allowed.

c)      Quorum:  A quorum shall be affirmed and stated before any business shall be transacted at any Annual Election Meeting.

d)     The election of officers and directors shall be conducted according to Article III, Section 8 and the Policies and Procedures.

III.Board of Directors

1.          The corporate powers of this Club shall be vested in the Board of Directors, who shall be members in good standing with the Club.  Directors are required to maintain a current membership.

2.          Number of Directors shall be no less than five (5) and no more than twelve (12). The Board of Directors under these bylaws must fulfill the following responsibilities and be so declared at the time the Slate of Candidates is presented to the membership for the Annual Election:

a)      President

b)      Vice President/President Elect

c)      Treasurer

d)     Secretary

e)      Membership

f)       Ski Trips

g)      Sergeant at Arms

h)      Newsletter Editor

i)        Social Media and Marketing

j)        Social and Special Events

k)      E-Mail Communications

l)        Web Master

3.          The number of directors shall include those officers as determined by Resolution of the Board.

4.          Qualifications of Directors:  Directors shall be active members of the Ski Club.

5.          Removal of a Director:  Any Director elected by the General Membership may be removed for cause by a two-thirds (2/3) majority vote via a secret ballot, quorum being present at a Board of Directors’ Meeting.

6.          Resignation and Succession:  In the event of a vacancy, the President shall appoint a member in good standing to fill the position; the member must receive approval by the Board of Directors, quorum being present.  Such member so appointed shall serve until the next Annual Election Meeting.

7.          It may be cause for removal, if a Board member cannot attend a meeting and misses three consecutive meetings without notification to the President.

8.         Candidates’ Search and Election of Directors and Officers (refer to Policies & Procedures)

a)      The Candidates’ Search Committee shall be appointed no later than ninety (90) days prior to the Annual Election Meeting. 

b)      The official ballot will be mailed or emailed no less than ten (10) days and no more than thirty (30) days before the Annual Election Meeting.

c)      Members may vote by mailing their ballot to the Post Office Box or in person on Election Day.

d)     The Club Officers and Directors shall be elected by a majority of those who voted, quorum being represented (1/10^th of the members entitled to vote).

9.          Election of Directors

a)      The Directors shall be elected by the members of the Club voting at a duly publicized meeting.

b)      Cumulative voting is not allowed.

c)      Elections shall be conducted by secret ballot.  Each member entitled to vote shall have one (1) vote for each position on the ballot.

d)     In the event that there are no contested positions in the election, the President is authorized to request a motion from the membership to accept the nominated slate of Officers by acclamation of the membership present at the meeting, quorum being present.  The nominated slate can then be validated by a majority vote by a show of hands of the assembled membership.

e)      If there is more than one (1) candidate for each position, the candidate receiving the greatest number of votes for each open position shall be elected to serve as the Director.

10.      Term of Office

a)      The newly elected Directors shall take office at the start of the fiscal year—May 1.

b)      The term of a Director will be one (1) year or until their successors are elected/appointed.

11.      Duties of Directors

a)      A Director shall perform his/her duties, in good faith, and to the best interests of the club.

b)      In performing such duties, a Director shall be entitled to rely on factual information, opinions, reports or statements including financial statements and other financial data in each case prepared or presented by:

i.        One (1) or more Directors of the corporation whom the Director reasonably believes to be reliable and competent in the matters presented;

ii.      Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within such persons’ professional or expert competence

c)      Set the summer and yearly dues of the General Membership

12.      Board of Directors’ Quorum

a)      See Quorum of a Board of Directors’ Meeting under Article I Definitions.

13.      Advisory Committees:  The Ski Club Board may appoint such advisory committees as deemed necessary to gather information and to support the work of the Board in managing the affairs of the Ski Club.  Such advisory committees shall serve only to advise the Directors.

14.      Directors’ Meetings: 

a)      Board meetings shall be held at a time and place to be determined by the President or designee.  Meetings of the Board of Directors shall be duly publicized to all Directors, Committee Chairs, and the General Membership.

b)      Special meetings of the Board of Directors may be called from time to time by the President or at the written request of three (3) members of the Board of Directors.

c)      Action without a Meeting:  Any action normally required to be approved at a meeting of Directors, may be approved without a meeting if consent is in writing, including email, setting forth the action so approved, is acknowledged by all the Directors.  A quorum of responses is necessary.

15.      Compensation: 

a)  Directors shall not receive compensation for serving on the Ski Club Board but may be reimbursed for expenses incurred relating to their position as a Director.

IV.EXECUTIVE BOARD

1.       Executive Officers’ Titles:  The following are the Executive Officers of the Ski Club and will serve on the Ski Club Board as Directors. 

a)      President:  The President shall preside over all Club meetings and be the official representative of the Club.  The President of the Club shall appoint necessary committee chairs with the approval of the Board of Directors.  The President shall have signature authority on the Club checking account.

b)      Vice President/President-Elect:  The Vice President/President Elect shall perform the duties of the President when the President is unable or unavailable to perform such duties.  It is the intent that the Vice President/President Elect incumbent succeed to the position of President.

c)      Secretary:  The Secretary shall:

i.        Keep full and complete records of the proceedings of the Board of Directors.

ii.      Update and maintain Club documents and distribute the bylaws and Club Policies and Procedures to the incoming Board of Directors.

iii.    File the Annual Corporation Report to the New Mexico Public Regulation Commission.

iv.    At the end of the outgoing Secretary’s term, the outgoing Secretary shall give electronic copies of all Club documents to the incoming Secretary and the incoming President.

d)     Treasurer:  The Treasurer shall:

i.        Receive and keep all funds of the Club and deposit the same in such bank or banks as may be designated by the Board of Directors. 

ii.      Funds shall be disbursed upon the signature of the Treasurer up to a predetermined dollar limit per check.  If the amount is above this predetermined dollar limit, the signature of an additional Director will be required.   This limit shall be set at the beginning of each club fiscal year by the new Board of Directors.

iii.    Prepare a monthly financial statement and electronically distribute it to the Board of Directors.

iv.    The outgoing Treasurer shall prepare and submit an annual income tax return.

e)   A fifth member shall be selected from and by the newly elected Board at the beginning of the fiscal year.

f)    Other Directors:  The Ski Club may have such other Directors as needed to manage the affairs of the Ski Club as defined in the Policies & Procedures.

2.      Executive Board Responsibilities

a)      The Executive Board shall be empowered to make decisions and authorize expenditures between regular meetings when such decisions need to be made quickly. 

b)      The Executive Board shall report to the Board of Directors at the next scheduled Board meeting the results of any decisions.

3.      Executive Board Quorum

a)   Any action taken by the Executive Board must have a minimum of three (3) yes votes. 

V.GENERAL

1.       General Powers / Budget and Finance

a)      The Ski Club shall have the powers vested in it by the New Mexico Nonprofit Corporation Act. 

b)      The Board of Directors shall authorize expenditures of funds and the incurrence of indebtedness. 

c)      The Executive Board described in Article IV shall have discretion to approve expenditures up to an amount approved by the Board of Directors at the beginning of each fiscal year. 

d)     The President shall also have discretion to approve expenditures up to an amount approved by the Board of Directors at the beginning of each fiscal year.

2.       Fiscal Year

a)      The fiscal year shall begin on May 1st and end on April 30th of the following year.

b)      The election year is the same as the fiscal year.

3.       Contract and Signatory Authority

a)      The authority to sign checks, sign contracts, or to make any financial obligation on behalf of the Ski Club shall be in accordance with the Policies and Procedures approved by the Ski Club Board of Directors. 

b)      Review and approval of all Contracts shall be made by the President (or designee) and the Treasurer.

c)      Such Policies and Procedures may be modified as needed by the Ski Club Board of Directors.

4.       The Ski Club Board of Directors shall establish and modify the Policy and Procedures as needed.

5.       The State of New Mexico requires that each nonprofit have a registered agent and location.  This information is filed with the New Mexico Public Regulation Commission.

VI. AMENDMENTS: 

1.       Amendments to these bylaws may be proposed at a meeting of the Board of Directors or at a General Meeting. To become effective, the amendments must receive a two-thirds majority vote of the assembled Board of Directors, quorum being present.

2.               The New Mexico Public Regulation Commission, 1120 Paseo de Peralta, Santa Fe (505) 827-4500 changed the state Statute for nonprofit organizations June 1, 2003.  Bylaws are to reside with the principle place of business.  The Statute referenced is #53812 and a copy of the Statute will be on file with the Secretary.

3.       The undersigned President and Secretary of the Sitzmarkers Ski Club, Incorporated do hereby certify that the foregoing bylaws were duly adopted by the Board of Directors of said Club on March 6, 2018 and that the same do now constitute the bylaws of said Club.

_________________________________                   __________________________________

      Catherine Cross Maple,  President                                  Phillip Newman, Secretary