Bylaws
Article 1: PRINCIPAL OFFICE & NAME CHANGE
1.01 Principal Office
The principle office of this corporation shall be located at Strachan, Strachan & Simon, 401 Main Street, Park City, Utah 84060
The location of the principal office may be changed by the Board of Directors without a vote of the members of the corporation.
1.02 Name Change
The corporation, may, at its pleasure, by majority vote of the membership body, change its name.
Article 2: MEMBERS
2.01 Qualifications
The qualifications for members are set forth in the Articles of Incorporation.
2.02 Expulsion & Suspension
The Board of Directors shall have the power to expel or suspend any member if such member fails to pay the fees established by the Board of Directors or to comply with the rules and regulations governing the conduct of the corporation and its members, or otherwise acts in a manner which, in the opinion of a simple majority of the Board of Directors, is inimical to the corporation, its members, or its objectives and purposes. The decision of the Board as to the qualification of any person to be admitted or continue to be a member shall be conclusive.
Article 3: MEETINGS AND VOTING
3.01 Meetings
Meetings shall take place as provided in the Articles of Incorporation.
3.02 Voting
Each member and associate member of the corporation in good standing shall have the right to cast one (1) vote on each matter submitted to a vote of the membership, and one (1) vote for each of position to be filled on the Board of Directors. A member or associate member may vote in person, or by proxy, or by his duly authorized representative.
3.03 Informal Action
Any action required to be taken at a meeting of the membership, or any action which may be taken at a meeting of the membership, may be taken without a meeting, if consent in writing setting forth the actions to be taken is signed by all of the members entitled to vote with respect to the subject matter thereof.
Article 4: BOARD OF DIRECTORS
4.01 The Board of Directors
The Board of Directors shall consist of members of the corporation representing all aspects of the skiing and snowboarding industry in the intermountain region. The number of the directors of the corporation shall be nine (9), eleven (11), or thirteen (13) individuals. There shall be one (1) Associate Member on the Board of Directors. The Associate Board Member shall be entitled to vote on all matters voted upon by the Board of Directors, and the Associate Member's vote shall be counted equally as that of member. Terms of office on the Board of Directors shall be three (3) consecutive years. The Board of Directors shall elect a chairperson by simple majority vote during the first meeting following the Annual Convention at which an election is held. In the event of a tie vote on the Board of Directors, the President shall cast the tie breaking vote.
Management of the business, property, and affairs of the corporation shall be governed by its Board of Directors. In addition to powers granted by the Articles of Incorporation and these Bylaws, the Board of Directors may exercise all such powers, preform all such lawful acts and adopt such rules, regulations and resolution for the conduct of its meetings and the management of the corporation as it deems proper.
The Board of Directors shall, however, preform at least the following duties:
(a) Identify, define and monitor the basic purposes, objectives and activities of the corporation.
(b) Prepare and monitor the budget and financial activities of the corporation.
(c) Act as an arbitration committee in any disputes between members of the corporation, or between an outside organization and a member, provided that the parties to the dispute agree to said mediation.
(d) Coordinate member benefits and promote membership.
(e) Make recommendations regarding industry standards.
(f) Initiate and implement a program of public and governmental relations.
4.03 Vacancies in Office
Upon any vacancy on the Board of Directors, the remaining Board of Directors shall appoint a member or associate member to temporarily fill the vacancy. The temporary appointee shall serve for so long as the Board of Directors decides, but never longer than the original vacated term. The temporary appointee may be discharged and replaced by a majority vote of the Board of Directors at any time for any reason.
4.04 Nomination of Members of Board of Directors B Elections
Persons desiring to serve on the Board of Directors must be nominated by a member during an opening meeting at the Annual Convention. The nomination must be seconded. A vote on the nomination shall take place during any meeting at the Annual Convention in which a majority of the members attending the Annual Convention are present. A vote on the nomination shall be called for by the President: all members and associate members in favor of electing the nominee to the Board of Directors shall say “aye;” all members and associate members opposed to electing the nominee to the Board of Directors shall say “nay.” In the event it is not readily apparent whether the nominee has garnered a majority of the votes, the nominee shall have the power to demand that a written ballot be issued to the voting members, and that the completed ballots be counted. If a majority of the ballots are cast in favor of the nominee, the nominee shall be elected to the Board of Directors.
Incumbent members of the Board of Directors may be re-nominated to serve another term. Nominations and voting for incumbents shall take place as described in the preceding paragraph.
4.05 Regular Meetings
A regular meeting of the Board of Directors shall be held without other notice than by this Bylaw, immediately following and at the same place as the Annual Convention. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings of the directors without notice other than the resolution.
4.06 Quorum of Directors
A simple majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but less than a quorum may adjourn a meeting from time to time until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice. At any meeting at which every director shall be present, even though without any notice, any business may be transacted.
4.07 Manner of Acting
At all meetings of the Board of Directors each director shall have one (1) vote. The act of a simple majority present at a meeting shall be the act of the Board of Directors, provided a quorum is present. In the event of a tie vote, any manner or action before the Board of Directors shall be deemed to have been defeated.
4.08 Action Without a Meeting
Any action scheduled to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forty the actions so taken, shall be signed by all the directors entitled to vote with respect to the subject matter.
4.09 Compensation
Directors shall not receive compensation, salary or stipend, but may, upon simple majority vote of the Board of Directors, be reimbursed for actual expenses reasonably incurred in attending any meeting of the Board of Directors.
4.10 Committees
The Board of Directors may designate committees for the transaction of and furtherance of the business of the corporation. Committees shall be appointed by the chair with the approval of the Board of Directors. At least one member of the Board of Directors shall be a member of each designated committee.
Said committees may have and exercise the authority of the Board of Directors to the extent that such authority is designated to the committee by the directors, provided, however, that no such committee shall have the authority of the Board of Directors with reference to amending, altering, or repealing the Bylaws, electing, appointing or removing any member of such committee or any director or officer of the corporation, amending the Articles of Incorporation, adopting a plan of merger or consolidation with any other corporation, authorizing the sale, lease, exchange, mortgage, or pledge of all or substantially all of the property or assets of the corporation, authorizing the voluntary dissolution of the corporation or revoking proceedings therefore, adopting a plan for the distribution of the assets of the corporation on dissolution, or amending, altering or repealing any resolution of the Board of Directors.
Article 5: OFFICERS
5.01 Number
The officers of the corporation shall be those provided for in the Articles of Incorporation.
5.02 Resignation
Any officer may resign at any time by delivering a written resignation either to the President or to the Secretary and such resignation shall take effect upon delivery.
5.03 Removal
Any officer elected may be removed by the Board of Directors whenever, in the Board's judgment, the best interest of the corporation will be served. The removal of an officer shall be without prejudice to the contract rights of any of the officers so removed. Election or appointment of an officer shall not itself create contract rights.
Any such removal shall require a two-thirds (2/3) vote of the Board of Directors, exclusive of the officer in question if s/he is also a director. In the event an officer is removed, the Board of Directors shall have a meeting as soon after removal as possible to elect a replacement officer.
5.04 President
The President of the corporation shall be elected by the Board of Directors, and shall serve a term of three (3) years. The President shall have general authority over the business and affairs of the corporation, and shall preside at all meetings of the membership. The President shall consult with the Board of Directors on matters involving the exercise of discretion or the interpretation of policies between meetings of the Board of Directors when such matters have not been determined. The President shall serve as an ex officio member, without vote (except in the event of tie-breaker vote), on the Board of Directors, and on any other committees appointed. The President shall generally supervise and control all of the business and affairs of the Corporation and shall be responsible for the management of the corporation in accordance with the policies, procedures, plans, and budgets adopted by the Board.
5.05 Vice President
The Vice President of the corporation shall be elected by the Board of Directors and shall serve a term of three (3) years.
5.06 Secretary
The Secretary shall be elected by the Board of Directors and shall serve a term of three (3) years. The Secretary shall keep the minutes of all meetings of the membership and of the Board of Directors, and to the extent ordered by the Board of Directors or the President, the minutes of the meeting of all committees. S/he shall cause notice to be given of the meetings to members of the corporation, of the Board of Directors, and of any committees appointed by the Board of Directors. S/he shall have charge of the records, documents and papers of the corporation except for documents pertaining to the performance of the duties vested in other officers, which shall, in reasonable times, be open to examination of any director or member of the corporation. S/he may execute contracts in the name of the corporation if authorized by the Board of Directors. S/he shall perform such other function as may be prescribed from time to time by the Board of Directors or by the Bylaws.
5.07 Treasurer
The Treasurer shall be elected by the Board of Directors, and shall serve a term of three (3) years. The Treasurer shall have general custody of the collection and disbursement of funds of the corporation. S/he shall endorse on behalf of the corporation for collection of checks, notes and other obligations and shall deposit the same to the credit of the corporation in such bank, or depositories as the Board of Directors may designate. S/he may sign all bills of exchange, promissory notes or other contracts for the corporation if authorized by the Board of Directors. S/he shall cause to be entered regularly in the books of the corporation full and accurate accounts of all monies received and paid by him or her on account of the corporation and shall at reasonable times exhibit the books and accounts to any director of the corporation, and when required by the Board of Directors or the President, shall render a statement of the accounts.
5.08 Salaries
Officers shall not receive salaries, compensation or stipend, but may, upon simple majority vote of the Board of Directors, be reimbursed for actual expenses reasonably incurred in carrying out the business of the corporation.
Article 6: EX OFFICIO MEMBERS
In its discretion, the Board of Directors may provide for ex officio members of the Board of Directors of the corporation, to serve without salary or other compensation, and may designate said ex officio members by name, or by virtue or the title or office held by said persons.
Article 7: FINANCES
All monies or funds secured by, or on behalf of, the corporation shall be delivered to the President or Treasurer for deposit into the Intermountain Ski Area Association's account. All checks or drafts drawn upon the account of the Intermountain Ski Areas Association shall be signed by any two of the officers of the corporation as designated by resolution of the Board of Directors. At the discretion of the Board of Directors, or upon vote of the general membership at the Annual Convention, there shall be an audit of the books of the corporation by a qualified individual. The Fiscal year of the corporation shall be the twelve month period beginning July 1 and ending June 30 of the following year.
Article 8: LOANS PROHIBITED
No loans shall be made by or on behalf of the corporation to any of its directors or officers.
Article 9: INSPECTION OF BOOKS AND RECORDS
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 upon reasonable notice to the custodian of the books and records.
Article 10: INDEMNIFICATION
10.1 Indemnification
No officer or director shall be personally liable for any obligations of the corporation or for any duties or obligations arising out of any acts or conduct of said officer or director preformed for or on behalf of the corporation. The corporation shall and does hereby indemnify and hold harmless each person and his or hers heirs and administrators who shall serve at any time hereafter as s director or officer of the corporation from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of having heretofore or hereafter been a director or officer of the corporation, or by reason of any action alleged to have been heretofore or hereafter taken or omitted to have been taken by him or her as such director or officer, and shall reimburse each person for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his or her own willful misconduct.
The rights accruing to any person under the foregoing provisions of this section shall not act to exclude any other right to which he or she may lawfully be entitled, not shall anything herein contained restrict the right of the corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for. The corporation, its directors, officers, employees and agents shall be fully protected in taking any action of making any payment or in refusing to do so in reliance upon the advice of counsel.
10.2 Other Indemnification
The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of membership or disinterested directors, or other wise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such person.
10.3 Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust and other enterprise against any liability asserted against him or her and incurred in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against liability under the provisions of this Bylaw, or the Articles of Incorporation, or the laws of the state of Utah.
10.4 Settlement by Corporation
The right of any person to be indemnified shall be subject always to the right of the corporation by its Board of Directors in lieu of such indemnity, to settle any such claim, action, suit or proceeding at the expense of the corporation by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.
Article 11: WAIVER OF NOTICE
Whenever any notice is required to be given to any member or director of the corporation under the provisions of these Bylaws, or under the provisions of the Articles of Incorporation, or under the applicable state law, 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 said notice. Attendance at any meeting shall constitute a waiver of notice of such meetings, except where attendance is for the express purpose of objecting to the legality of that meeting.
Article 12: DUES
The Board of Directors shall have the authority to establish dues, fees, charges and assessments upon the membership of the corporation. Payment of dues by any Member or Associate Member shall be considered ratification of the amount of dues. The Board of Directors may create different classes of membership, based upon reasonable criteria, and different dues, fees, charges and assessments may be applied to the various classes of members, provided, however, that in no event shall a member have more than one (1) vote. In the event that dues, fees, charges and assessments are not paid by January 31, the Board of Directors may, in its discretion, determine that the member is deemed not in good standing and said member's voting rights and other privileges of membership may be suspended until said dues are paid and the Board of Directors reinstates said member's status.
Article 13: POLITICAL CONTRIBUTIONS
Political contributions made by the corporation must be approved in advance by the Board of Directors. Contributions may be made to individual candidates, bi-partisan legislature activities and/or general political activities