BYLAWS OF the MORA SKI CLUB
This instrument constitutes the Bylaws of Mora Ski Club, a nonprofit corporation duly organized under the laws of the State of Minnesota.
Board of Directors
Bylaw 1. Responsibilities: Number. The property, funds, affairs and business of the corporation shall be under the general authority of the Board of Directors (the "Board"), which shall consist of not fewer than seven (7) nor more than twelve (12) persons. The exact number of directors shall be determined from time to time by resolution adopted by a majority of all the directors. All directors shall be natural persons.
Bylaw 2. Election: Term. Except for the first directors, who shall be elected by the incorporator, the directors shall be elected by the Board. Except for the first directors, who shall serve for the terms determined by the incorporator, directors shall be elected for a term of three (3) years, and shall hold office until expiration of the term and until a successor is elected and qualified, or until the earlier death, resignation, removal or disqualification of the director. The terms of the directors shall be staggered so that the terms of one-third of the directors (or as close to one-third as possible) expire each year.
Bylaw 3. Meetings. Meetings of the Board may be held at any time upon request of the President or any two directors of the corporations. The request shall specify the purpose or purposes of the meeting. At each meeting of the Board, the President shall preside. The Secretary of the corporation, or in his or her absence any person whom the President shall appoint, shall act as secretary of the meeting. The Board shall meet annually for the purpose of electing directors, appointing officers, and conducting other business of the corporation. The annual meeting of the Board shall be held on the (date), unless otherwise noted by the President. All meetings of the Board shall be open to the public.
Bylaw 4. Notice. Written notice of each meeting of the Board, stating the time, date and place of the meeting, shall be mailed or delivered to each of the directors at least five, but not more than thirty days in advance of the meeting, except that notice is not required if the date, time and place of the meeting was announced at a previous meeting of the Board. Notice may be waived before, at or after a meeting, orally or in writing. Attendance by a director at a meeting is a waiver of notice of that meeting, unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting.
Bylaw 6. Quorum: Proxies. At any meeting of the Board, a majority of the directors then holding office shall be necessary and sufficient to constitute a quorum for the transaction of business. Except where otherwise required by statute or provided in these Bylaws, the affirmative vote of a majority of the directors present at a meeting at which there is a quorum is sufficient for any action. Directors shall not appoint a personal proxy or vote by proxy.
Bylaw 7. Adjournments. Any meeting of the Board may be adjourned from time to time or day to day, or both, upon the consent of a majority of directors present. If the date, time and place of the adjourned meeting appear in the minutes of the original meeting, no further notice as to the date, time and place of the adjourned meeting need be given. At any adjourned and reconvened meeting at which a quorum of the directors is present, any business may be transacted which might have been transacted at the original meeting.
Bylaw 8. Removal; Vacancy. A director may be removed, with or without cause, by the vote of a majority of the Board, provided that such action shall be taken at a meeting of the Board called for that purpose. Vacancies due to removal or resignation or other cause may be filled by the remaining directors, and directors so elected shall fill the unexpired term of the director who has been removed.
Bylaw 9. Committees. The Board may designate one or more committees from time to time, adopting such regulations as it deems advisable with respect to the membership, authority and procedures of such committees. The President of the Board shall appoint the members and chair of each committee. The members of a committee may include persons who are not directors, but the chair of a committee must be a director. Each director shall serve on one or more committees.
Bylaw 10. Action By Electronic Communication. A conference among directors by means of communication through which the directors may simultaneously hear each other during the conference is a meeting of the Board, if the same notice is given of the conference as would be required for a meeting and if the number of directors participating in the conference is a quorum. Participation in a conference by this means constitutes personal presence at the meeting. A director may also participate in a meeting of the Board by any means of communication through which the director and all other directors participating in the meeting may simultaneously hear each other during the meeting. Participation in a meeting by this means also constitutes personal presence at the meeting.
Bylaw 11. Other Powers. In addition to the powers and authority conferred upon it by these Bylaws, the Board shall have the power to do all acts necessary and expedient to the conduct of the business of the corporation.
Officers
Bylaw 12. Appointment of Officers. The officers of the corporation shall be appointed by the Board each year at its annual meeting. The officers shall include a President, Vice President, a Secretary and a Treasurer. Officers shall be natural persons. The same person may not hold two or more offices. The President and Vice President must be directors of the corporation, but the Secretary, Treasurer and any other officers appointed by the Board need not be directors of the corporation.
Bylaw 13. Other Officers. The Board may appoint such other officers and agents as it shall deem appropriate, who shall hold their offices for such terms, exercise such powers, and perform such duties as shall be determined by the Board.
Bylaw 14. Removal. Any officer appointed by the Board may be removed, with or without cause, by the affirmative vote of a majority of the directors present at a meeting at which there is a quorum and for which notice stating the purpose of the meeting has been given.
Bylaw 15. Vacancy. If any office of the corporation becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board may appoint a successor.
Bylaw 16. President. The President shall be the chief executive officer of the corporation and, as such, shall appoint the chairs and other members of committees, shall preside at all meetings of the Board, shall see that all orders and resolutions of the Board are carried into effect, and shall have the general powers and duties of supervision and management usually vested in the office of the chief executive officer of a corporation.
Bylaw 17. Vice-President The Vice-President shall, in the absence or disability of the President perform the duties and exercise the powers of the President, and shall perform such other duties as the Board may prescribe.
Bylaw 18. Secretary. The Secretary shall attend all meetings of the Board and record all votes and the minutes of all proceedings of the Board in a book kept for that purpose, and shall perform like duties for any committee of the Board when required. The Secretary shall also give notice of all meetings of the Board, as required, and shall perform such other duties as may be prescribed by the Board or the President.
Bylaw 19. Treasurer. The Treasurer shall be the chief financial officer of the corporation and have the custody of the corporate funds and securities, if any. The Treasurer shall keep full and accurate account of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation in such name as may be designated by the Board, making the proper vouchers for such disbursements, and shall render to the President and the Board, at the annual meeting of the Board, or whenever it may require, an account of the financial condition of the corporation.
Membership
Bylaw 20. No Voting Rights. The corporation shall have members, but the members shall not have any voting rights for any purpose.
Bylaw 21. Classes of Members: Eligibility. The members of the corporation shall consist of such classes as established by the Board. In order to become a member, persons must apply for and be approved for membership pursuant to the Bylaws. Applications for membership shall be submitted to the corporation in a form approved by the Board. All applicants must pay any required application and/or membership fees prior to admission as a member.
Bylaw 22. Fees. Dues and Assessments. The Board may levy fees, dues and/or assessments upon the members of the corporation as the Board determines appropriate. The Board from time to time may fix the amount of, and determine the method of enforcement and collection of, such fees, dues and/or assessments.
Bylaw 23. Termination of Membership. The Board may terminate the membership of a member whose activities or conduct are determined by the Board to be contrary to the purposes and objectives of the corporation. The procedure for such termination shall comply with the requirements of the Minnesota Nonprofit Corporation Act.
Other Matters
Bylaw 24. Maintenance and Inspection of Records. Correct and complete copies of the Articles of Incorporation, Bylaws, accounting records and minutes of meetings of the Board and of committees of the corporation shall be kept at the registered office of the corporation. A director, or agent or attorney of a director, may inspect all books and records of the corporation for any proper purpose at any reasonable time.
Bylaw 25. Amendments to Bylaws. These Bylaws may be amended or repealed by the affirmative vote of a majority of the Board present at a meeting at which there is a quorum and for which notice stating the purpose of the meeting has been given.
Bylaw 26. Indemnification of Persons. To the full extent permitted by the Minnesota Nonprofit Corporation Act, as enacted or hereafter amended, or by other provisions of law, each person who is a party or is threatened to be made a party to any proceeding, wherever and by whosoever brought (including any proceeding by or in the right of the corporation), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or that he or she is or was serving at the specific request of the Board as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation against all reasonable expenses, including attorneys' fees and disbursements, judgments, penalties, fines and amounts paid in settlement, actually and reasonable incurred by such person in connection with such action, suit of proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person, is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person and his or her heirs, executors and administrators, with respect to activities of such person during the period he or she acted as a director, officer, employee or agent of the corporation, and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this Bylaw.