CONSTITUTION OF THE DAYTON SKI CLUB,
As amended September 16, 2015
We the ski
enthusiasts of Dayton, Ohio, in order to cultivate and foster interest in the
grand winter sport of snow skiing and snowboarding, and to promote fellowship
among those who share such an interest, do herewith declare ourselves an
organization known as The Dayton Ski and Board Club, Inc., hereinafter called
the "Club." It shall be the purpose of the Club to bring together the
skiers and boarders of the Dayton Area in the conduct of group trips and other
activities for the mutual benefit and enjoyment of its members.
ARTICLE I MEMBERSHIP
Section I Charter Members
Members of the organization known as "The Dayton Ski Bees," shall be
and shall remain members of the Club.
Section II Membership Requirements
for regular membership must be at least 18 years of age.
applicants for membership will be automatically granted membership at the next
official Board meeting so long as they have not previously been removed from
membership, suspended from membership, or otherwise disciplined in accordance
with the Constitution, policies, and rules of the Club. If membership has been previously removed or
suspended the application for readmission must be approved by the Executive
Board of the Club.
Section III Membership
must be renewed on a yearly basis by payment of the current annual dues. The
membership year shall run from October 1 through September 30 of the following
new membership shall become effective immediately upon approval per Section II,
New memberships will renew on October 1st
New memberships purchased after the final Dayton Ski and Board Club ski
trip of the season but prior to October 1st shall renew on October
1st of the following year. Membership may
be continued by renewal annually not later than the respective October.
Section IV Member Rights
members over the age of 21 shall:
eligible to cast votes.
eligible to hold an Officer or Trustee position.
the right to have scheduled business meetings.
the right to attend Executive Board meetings, but shall not have the right to
participate in such meetings unless recognized by the Chairman to do so.
the official publications of the Club.
the annual financial statement of the Club.
prior notification of pending Constitutional changes.
the right of prior notification and the right to be present and make a
statement at any meeting concerning the suspension of his/her membership.
Section V Fees and Dues
initiation fee and yearly dues shall be paid by all persons applying. All
current members when renewing their membership on October 1 shall pay yearly
initiation fee and yearly dues shall be paid by all persons applying. All current
members when renewing their membership on October 1 shall pay yearly dues.
Section VI Termination and Suspension of Membership
Subsection 1: Non-payment of Dues and
dues and other charges are payable by the end of the month the membership become
effective. Members failing to pay dues and other charges by the end of the
month of their membership shall be removed from the membership rolls.
Subsection 2: Resignation
member may resign from the Club at any time. Such resignation shall not give
any right to rebate of dues paid or any right to share of the assets of the
Club. All resignations shall be made in writing to the Chairman of the
Subsection 3: Suspension
affirmative vote by the Executive Board to suspend shall be final and shall
cancel all rights, interests and/or privileges of the suspended member in the
activities, services and /or resources of the Club during the period of
suspension with the exception that the member shall retain his/her right of
renewal of membership at the end of the suspension. Such suspension shall
require eight affirmative, secret-ballot votes of the members of the Executive
Board. Such votes shall be cast, in person; at a meeting for which no less than
twenty-days-prior notice has been given to the offending member and to all
members of the Executive board. The President shall have the right to vote in
such action. An affirmative vote by the Executive Board to suspend shall be
final and shall cancel all rights, interests, and/or privileges of the
suspended member in the activities, services, and/or resources of the Club
during the period of the suspension, with the exception that the member shall
retain his/her right of renewal of membership during the month of October. No
member shall be suspended twice for the same offense. A suspension action may
not be brought against a current member of the Executive Board until and unless
he/she has been removed from the Executive Board by an affirmative vote
according to the procedures of Article V, Section III.
Section VII Member Responsibility
and support the Constitution.
and support the purpose of the Club.
payment of renewal dues.
responsibility for damage caused to the Club's property or to property which has
been provided for the Club's use by another party when such damage has been
caused by said member.
responsibility for damage or injury to the person or property of another
individual when such injury or damage is caused by said member.
ARTICLE II – GUESTS
Section I Guest Participation
member of the Club may invite a guest to any function of the Club with the
exception of business meetings and club trips. The Executive Board may
establish exceptions to the Guest attendance policies of specific Club trips.
Section II Guest Fees
Executive Board shall establish the guest fee, if any, to be charged for guest
attendance at a Club function.
ARTICLE III – GOVERNING BODY
Section I Executive Board
club shall be governed in accordance with this Constitution by its elected
Executive Board. The Executive Board shall consist of the four Officers who
shall be: President, Skiing Vice President, Secretary, Treasurer, and eight Trustees.
Section II Chairman of the Board
President of the Club shall be the Chairman of the Executive Board.
Section III Duties and Responsibilities of Officers
A. The President shall:
at business and Executive Board meeting of the Club.
Committee Chairmen, as necessary, subject to the approval of the Executive
the Club at functions in which the Club has an interest, or appoint a Member to
serve in his/her absence.
a schedule of the Club events to be published and distributed to the membership
by October 1st of each year.
Said duty will be carried out in conjunction with the Executive Board.
Skiing Vice President shall:
responsible for the planning and coordination of the Clubs ski trips and other
activities which relate to skiing.
Ski Trip Leaders subject to the approval of the Executive Board.
the minutes of business and Executive Board.
responsible for the maintenance and safekeeping of the historical records of
responsible for notifications, as required, to members and Executive Board
Members as regards the business of the Club.
responsible for all official correspondence of the Club.
responsible for maintaining the active status of the Club's Corporate Charter
with the State of Ohio.
- Be Responsible for keeping
current and accurate books and records of the financial business of the
Club, submit monthly reports to the Executive Board, and be responsible
for the preparation and submission of all tax reports.
- Receive and deposit monies of
the Club in the approved Club accounts and maintain all account records
current and active.
- Make disbursements of money as
approved by the Executive Board and secure complete and proper vouchers
in support thereof.
- Submit a complete, independently
audited financial statement for the July 1 to June 30 Fiscal Year to the
Membership not later than September 30th of each year.
- Be responsible for the review
and renewal of all Club insurance policies.
- Be covered by a surety bond
based on the maximum cash balance on hand during the prior Fiscal Year.
- Prepare and present a proposed
annual budget to the Board no later than May 30th.
Section IV Duties and Responsibilities of the Trustees
the general membership interests on the Executive Board.
with the management and conduct of the business of the Club.
the appropriate use of all fiduciary, financial, and fixed assets.
Section V Duties and Responsibilities of the Executive Board
Executive Board shall:
policy for the Club, consistent with this Constitution, as to membership, Club
functions, and financial affairs, and make recommendations for Constitutional
at least once each month and at other times as may be designated by the
President. The President may require the attendance of any or all of the
Chairmen of currently functioning committees at any or all of such meetings.
responsible for the bonding, in such form and amount as necessary for those
officers and appointed representatives of the Club who have access to or are
charged with the safekeeping, and disbursement or investment of the funds of
all financial commitments and disbursements.
5. Implement the decisions made by the
membership at business meetings.
6. Approve Committee Chairmen
7. Authorize any Officer, Trustee,
Committee Chairman or Agent in the name of and on behalf of the Club to enter
into any contract or execute any instruments which shall be binding upon the
8. Appoint an Executive Board Member as
Chairman Pro-tem to preside at a meeting in the absence of the President.
9. Appoint an Executive Board Member as
Secretary Pro-tem to record the minutes of a meeting in the absence of the
10. Approve all Club financial accounts.
11. Prepare the Standing Rules of the
Section VI Conduct of Executive Board Business
matters under consideration by the Executive Board shall be decided by the
affirmative vote of the majority of the Executive Board. Votes may be called
for during scheduled Executive Board meetings in which members are present or connected
via telephone or web conference, if available.
Votes may also be called for through digital voting in which all Board
members must cast a ballot within an allotted time period, their vote must be recorded,
and their identity authenticated. The
President shall vote only in the event of a tie vote.
quorum shall consist of seven Executive Board Members.
ARTICLE IV – NOMINATION
AND ELECTION OF TRUSTEES AND OFFICERSSection I Nominating Committee
Nominating Committee composed of one member of the Executive Board and two
non-Board Members shall be appointed by the President for the purpose of
compiling a slate of nominees for Trustee positions to be filled by election.
Said slate preferably has at least two nominees for each of the positions and
shall be presented to the Membership of the Club at a business meeting at least
three weeks prior to the scheduled elections.
Section II Nominations of Trustees
Nominations for Trustee positions shall be opened with the nominations of the
slate of nominees prepared by the Nominations Committee. Members may nominate
additional candidates from the floor at the weekly business meetings, up to and
including the meeting at which the elections are held.
Section III Election of Trustees
elections shall be held at a business meeting in February or March, the exact
date of such elections to be established by the Executive Board. The elections
shall be conducted by secret ballot and all ballots must be cast in person. Only Members whose dues are paid in full may
be elected to the Board, a candidate must receive a majority of the votes cast.
If no candidate receives a majority vote, a run-off election shall be conducted
between the two candidates receiving the highest number of votes during the
initial balloting. Run-off elections
will be conducted the same day as the election.
Section IV Nominations of Officers
The two non-Board members of the Nominating Committee shall oversee election of
Officers. Officers shall be elected by
the Executive Board. Candidates will
come from the existing Executive Board members and will serve for one year
beginning April 1st. Any member of the Executive
Board who will have at least one year of tenure by April 1st may choose to
stand for election to an Officer position.
Section III Election of Officers
elections shall be held at the February Executive Board meeting. The elections
shall be conducted by signed ballots submitted to the Nominating Committee. Ballots shall remain secret from the Executive
be elected to an Officer position, a candidate must receive a majority of the
votes cast. If no candidate receives a majority vote, a run-off election shall
be conducted between the two candidates receiving the highest number of votes
during the initial balloting. Run-off
elections will be conducted the same day as the election.
ARTICLE V – TERMS OF OFFICE
Section I Elected Terms
Trustees shall assume their respective positions on April 1st and
shall serve for their elected term thereafter.
shall be elected for three year terms, with four such Trustees to the elected
shall be elected for one year within their term as Trustee. Once they complete their term as Officer they
will fulfill the elected term as Trustee.
If they have time remaining on their elected Trustee position they may
run for a second term as an Officer.
Section II Filling Vacancies
B. Should the Office of President, Skiing
Vice President, Secretary, or Treasurer be unfilled for any reason the
Executive Board shall elect by majority vote a Pro-tem successor from the
existing Executive Board members to fill the position until the next annual election.
C. Should the Office of Trustee be
unfilled for any reason the Board shall elect by majority vote a Pro-tem
successor from the General Membership to fill the position until the next
Section III Removal from Office
Officer or Trustee may be removed for cause by eight affirmative secret ballot
votes of the members of the Executive Board. Such votes to be cast in person at
a meeting for which not less than twenty-days prior
notice has been given to all members of the Executive Board.
Officer or Trustee in question may not vote on his/her removal. If not the
Officer in question, the President may vote in the removal action.
Officer or Trustee in question shall have the right to request that the removal
action be brought before the Membership for discussion and vote at a business
meeting in lieu of discussion and vote by the Executive Board.
ARTICLE VI – AMENDING THE CONSTITUTION
Section I Proposed Amendments
percent of the Members of the Club, or two-thirds of the members of the
Executive Board may at any time propose in writing, signing and give to the
President a proposed amendment to this Constitution.
Section II Amendment Presentation and Approval
proposed amendment to this Constitution shall be presented to the members at a
business meeting of the Club, such business meeting to be held within sixty
days of the date of the presentation of such proposed amendment to the
President. The proposed amendment shall be distributed to all the members at
least twenty-days prior to the date of the presentation business meeting.
on the proposed amendment to the Constitution shall be conducted at a business
meeting of the Club, such business meeting to be held seven days after the
presentation business meeting. The affirmative vote of two-thirds of the
Members present shall be required for the adoption of any such proposed
business meeting for the presentation and voting of proposed Constitutional
amendments shall be conducted in accordance with the provisions of Article IX.
ARTICLE VII – CUSTODY OF THE
original copy of this Constitution, together with any amendments hereof, shall
remain in the custody of the Secretary. Any Member may examine or review the
Constitution at any reasonable time.
ARTICLE VIII – RATIFICATION
Constitution and any Amendments or Revisions hereof, shall be ratified by the
consent of two-thirds of the Members present at the meeting at which the same
is presented for approval. Such ratification shall establish this Constitution
of the Dayton Ski Club, Inc. to the exclusion of any such prior instrument.
ARTICLE IX – BUSINESS PROCEDURE
Section I Parliamentary Reference
meetings of the club shall be governed by parliamentary law as interpreted by
provisions of Robert's Rules of Order, Revised.
Section II Business Meetings
meetings of the members for the purpose of transacting business relating to the
affairs of the Club shall be held on two consecutive, regularly scheduled
meeting dates in September.
meeting of the members for the purpose of election of Officers and Trustees
shall be held on regularly scheduled meeting date in accordance with the
provisions of Article IV.
business meeting shall be held as required to consider proposed Constitutional
amendments in accordance with the provisions of Article VI.
business meetings shall be called upon the receipt by the President of a
written request of five percent of the members or two thirds of the Executive
due to national emergency or other substantive reason, and such business
meetings of the members of the club cannot be held, the Executive Board shall
provide for other means of having the business meeting.
Section III Notification
of all business meetings shall be sent to each Member not less than twenty days
prior to said meeting, and said notification shall state the purpose of the
Section IV Quorum
matters under consideration at a business meeting shall be decided by the
affirmative vote of the majority of the members present.
Executive Board shall be responsible for the implementation of the decision
made by the membership at business meetings.
quorum for any business meeting of the members of the Club shall be five
percent of the Membership.
ARTICLE X – LIMITATIONS
Club is not organized for profit. No part of the net earnings of the Club shall
inure the benefit of, or be distributable to its Members, Officers, Trustees,
or other private persons. The Club shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payment and
distribution in furtherance of purpose of the Club as set forth herein.
substantial part of the activities of the Club shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and the Club
shall not participate in, or intervene in any political campaign on behalf of
any candidate for public office. Notwithstanding any other provisions of this
Constitution, this Club shall not, except to an insubstantial degree, engage in
any activities or exercise any powers that are not in furtherance of the
purpose of this Club.
ARTICLE XI – INDEMNIFICATION
Officer, Trustee and Committee Chairman shall be indemnified by the Club to the
extent of the Club's assets against all expenses and liabilities which have
been reasonable incurred or imposed upon such representative in connection with
any proceeding in which the representative may become involved by being said
representative of the Club, except in such cases where in the representative is
judged guilty of willful misfeasance or malfeasance in the performance of said
duties. Such indemnification shall apply, as being in the best interest of the
Club. The right of indemnification shall be in addition to, and not exclusive
of, all other rights of the Officers, Trustees and Committee Chairmen.
ARTICLE XII – DISSOLUTION
the dissolution of the Club, the Executive Board shall, after paying or making
provision for the payment of all of the liabilities of the Club, dispose of all
the assets of the Club exclusively for the purpose of the Club in such manner,
or to such organization or organizations organized and operated exclusively for
charitable or educational purposes as shall at the time qualify as an exempt
organization or organizations as defined by United State Internal Revenue Law,
as the Executive Board shall determine. Any such assets not so disposed of
shall be disposed of by the Court of Common Pleas of Montgomery County, Ohio.