BY-LAWS of the CHATTANOOGA SKI CLUB, INC.
(Revised January 3, 2017)
The principal office of the corporation in the State of Tennessee shall be located at 1317 Hickory Valley Road, Suite 300, Chattanooga, Hamilton County. The corporation may have other offices, either within or without the City of Chattanooga as the Board of Directors may determine, or as the affairs of the corporation may require from time to time.
The corporation shall have and continue to maintain in the City of Chattanooga, State of Tennessee, a registered office. The registered office may be, but need not be, identical with the principal office in the City of Chattanooga, State of Tennessee; and the address of the registered office may be changed from time to time by the Board of Directors, subject to the corporation laws of the State of Tennessee.
CLASSES OF MEMBERS. The corporation shall have three (3) classes of members. The designation of such classes and the qualification and rights of the members of such classes shall be as follows:
Single Memberships. This is the membership for one person, who upon payment of initiation fees and the yearly dues, shall become a member, and be entitled to one vote.
Family Memberships. This membership will consist of one (1) or two (2) adults plus all dependent children according to current IRS regulations. A family membership shall be entitled to the privilege of one (1) vote per adult member.
Honorary Memberships. Honorary memberships will be extended to those persons not members of the Corporation, whom the President deems worthy, for the period of one year. The membership should be subject to approval by two-thirds majority of the Board of Directors. No initiation fee or annual dues shall be required of honorary members, and they shall be entitled to vote.
ELECTION OF MEMBERS. All members in good standing of the unincorporated Chattanooga Ski Club on July 3, 1996 automatically become members of the corporation. Other persons interested in joining the corporation shall do so by submitting an appropriate application together with payment. The application must be approved by a majority of the Board of Directors.
VOTING RIGHTS. Each member shall be entitled to a vote in the manner stated in Section I on each manner submitted to a vote of the members.
TERMINATION OF MEMBERSHIP. The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for good cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article IX of these By-Laws.
RESIGNATION. Any member may resign by filling a written resignation with the Secretary, but such resignation shall not relieve the member so resigning the obligation to pay all dues, assessments, or their charges therefore accrued and unpaid.
REINSTATEMENT OF MEMBERSHIP. Upon a written request signed by a former member and filed with the Secretary, the Board of Directors, by the affirmative vote of two-thirds of the members of the board may reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
TRANSFER OF MEMBERSHIP. Membership in this corporation is not transferrable or assignable.
MEETING OF MEMBERS
ANNUAL MEETINGS. An annual meeting of the members shall be held at the 1st meeting of April of each year and at such a place, as shall be designated by the Board of Directors, for the purpose of electing officers and for the transaction of such business as may come before the meeting. If the election of officers shall not be held on the day so designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
OTHER MEETINGS. The President shall arrange and announce at least ten (10) days in advance at least six (6) general membership meetings per year, beginning in September or October with at least one (1) meeting per month provided that one of the aforementioned meetings may be the annual meeting required by Section One of the Article.
SPECIAL MEETINGS. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.
PLACE OF MEETINGS. The Board of Directors may designate any place as the place for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting is otherwise called, the place of the meeting shall be the registered office of the corporation of the City of Chattanooga, State of Tennessee; but if a majority of the members shall meet at any time and place, either within or without the State of Tennessee, and consent to the holding of the meeting, such meeting shall be valid without call or notice, and as such any corporate action may be taken.
NOTICE OF MEETINGS. Written or printed notice stating the place, date, and hour of any meeting of members shall be delivered either personally or by mail to each member entitled to vote at such meeting, not less than ten (10) or more than fifty (50) days before the date of the meeting.
QUORUM. The members constituting twenty-five percent (25%) of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of members present may adjourn the meeting from time to time without further notice.
BOARD OF DIRECTORS
GENERAL POWERS. The affairs of the corporation shall be managed by the Board of Directors.
NUMBER, TENURE, AND QUALIFICATIONS. The Board of Directors shall consist of: the elected officers herein named, the chairman of all standing committees, and the immediate past President. Each director shall hold office until the next annual meeting of the members and until his successor shall have been elected and qualified.
REGULAR MEETINGS. An annual meeting of the board shall be held within 30 days after the end of the fiscal year in which new officers are elected. At this meeting the board will make provisions for the holding of regular meetings of the board throughout the remainder of the fiscal year.
SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors. The person or persons authorized to call special meetings of the board may fix any place, either within or without the state, as a place for holding any special meeting of the board called by them.
NOTICES. Notices of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice, telephone notice, or personal delivery.
QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of directors are present, said meeting may be adjourned from time to time by a majority of the Board of Directors present without further notice.
The act of a majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless an act of a greater number is required by law or by these By-Laws.
VACANCIES. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
REMOVAL. Any vacancy occurring in the Board of Directors who is not present at any two consecutive board meetings, and who does not designate his or her proper representative at said meeting, will be subject to removal from the Board of Directors. Any such removal shall require a two-thirds vote of a quorum of the Board of Directors.
OFFICERS. The officers of the corporation shall by a President, Vice-President, Secretary and Treasurer. No two offices may be held by the same person.
ELECTION AND TERM. The officers of the corporation shall be elected annually by the general membership at the regular annual meeting of the general membership. Each officer shall hold office from May 1 until April 30 of the following year.
REMOVAL. Any officer or agent elected may be removed by the general membership at any regular or special meeting of said general membership, but such removal shall require two-thirds vote of the quorum of general members there present.
VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, termination of membership, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term, and any duly qualified member of the corporation shall be eligible for each vacancy.
PRESIDENT. The President shall be the principal executive officer of the corporation and shall in general supervise and control all the businesses and affairs of the corporation. He shall preside at all meetings of the members and the Board of Directors. He may sign with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other office or agent of the corporation; and in general he shall perform all duties incident to the office of President and other duties as may be prescribed by the Board of Directors from time to time.
VICE PRESIDENT. In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice president shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such security as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit any such moneys in the name of the corporation at such banks, trust companies, or other depositories as shall be selected in accordance with provisions of Article VII of these By-Laws, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
SECRETARY. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for the purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records, keep a record of the mailing addresses of each member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
STANDING COMMITTEES. The corporation shall have the following standing committees.
Any others deemed necessary by the President and three-fourths majority of the Board of Directors.
Chairmen of the foregoing standing committees shall be members of the Board of Directors as herein above provided.
STANDING COMMITTEE CHAIRMEN. Chairmen of all standing committees shall be selected by a majority of the officers and the immediate past President, which selection shall occur between the annual meeting when the President is elected and the next meeting of the corporation.
TERM OF OFFICE. Each standing committee shall hold office from the time of appointment until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee itself be sooner terminated, or unless such chairman shall cease to qualify as member if the corporation; provided, however, that the Board of Directors by a two-thirds vote may remove any standing committee chairman for good cause shown, with or without hearing.
VACANCY. Vacancies in the chairmanship of any standing committee may be filled by appointments made in the same manner as provided herein in the case of the original appointments.
MEMBERS OF STANDING COMMITTEES. The Chairman of any standing committee shall appoint such member or members to his committee as he deems necessary for the performance of the duties of said committee.
RULES. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with the rules adopted by the Board of Directors.
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by the By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on the behalf of the corporation, and such authority may be general or defined to specific instances.
CHECKS, DRAFTS, ETC. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by the Treasurer and counter signed by the President of the corporation. By resolution of the Board of Directors, any other officer may be designated to sign for either the Treasurer or the President in case of their absence. Any expenditure of over $500 shall be approved by a majority of the Board of Directors.
DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation to such checking accounts, saving accounts, or other depositories that the Board of Directors may select.
GIFTS. The Board of Directors may accept, on behalf of the corporation, a contribution, gift, bequest, or devise for the general purpose of the corporation.
BOOKS AND RECORDS
The corporation shall keep correct and complete records and books of accounts and shall also keep minutes of the proceedings of its members, Board of Directors, and, when necessary, committees. The Secretary shall have available for any member a record showing the names and addresses of all members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
The President of the corporation shall have an independent audit of all finances of the corporation for the previous fiscal year performed and published within sixty days of its close.
The fiscal year of the corporation shall begin on the 1st day of July and end on the 30th day of June each year.
INITIATION FEES AND DUES
Prior to any application for membership being considered by the Board of Directors, and also prior to any applicant being eligible for membership, such applicant must submit a completed application for membership together with first year dues; provided however, that these requirements are waived for all previous who were members in good standing of the unincorporated Chattanooga Ski Club on July 3, 1996.
ANNUAL DUES. The amount of annual dues may be changed by a two-thirds (2/3) vote of the Board of Directors at any designated Board of Directors meeting. Until so changed, the annual dues will be as follows:
Twenty-five dollars ($25.00) for a single membership
Thirty-five dollars ($35.00) for a family membership
PAYMENT OF DUES.
Dues shall be payable by
any new member as stated in Section 1. Dues for renewing members shall be
payable annually on the same day of the month one year after the date of the
initial payment, provided however that dues for persons whose membership shall expire
on July 1, 2017 shall be payable on July 1 of each year thereafter.
DEFAULT AND TERMINATION OF MEMBERSHIP. When a member of any class shall default in the payment of dues for the period set by the Board of Directors, his membership may thereupon be terminated by the Board of Directors in the manner provided in Article II of these By-laws.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Non-Profit Act of the State of Tennessee, or under the provisions of the Articles of Incorporation or the By-Laws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
AMENDMENT TO BY-LAWS
These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a general membership meeting by a majority vote of the members present. All such proposed changes must be submitted in writing to the general membership at least ten (10) days prior to the meeting at which the vote will be taken.