BY-LAWS OF THE CAPE FEAR SKI AND OUTING CLUB
ARTICLE I (NAME AND PURPOSE)
SECTION 1. NAME: This organization shall be known and designated as the Cape Fear Ski and Outing Club (CFSOC), hereinafter referred to as the Club.
SECTION 2. PURPOSE: The purpose of the Club is to assemble those persons actively interested in skiing and other activities into an organization with the following objectives:
A. To encourage participation in skiing, camping, hiking, sailing, canoeing, rafting, and other activities.
B. To offer advantages to members that result from group participation in Club-sponsored activities.
C. To promote the conservation of our natural resources.
ARTICLE II (MEMBERSHIP)
SECTION 1. The Club shall offer the following classes of membership:
A. INDIVIDUAL MEMBERSHIP: Granted to one person who will be entitled to one vote. Individual membership is open to persons twenty-one years of age and above.
B. HOUSEHOLD MEMBERSHIP: Must be members of same household to be eligible. Adults will be entitled to one vote each.
C. RECIPROCAL MEMBERSHIP: Granted to members in good standing of another Crescent Ski Council Club for purposes of attending Cape Fear Ski & Outing trips, events & activities.
SECTION 2: NEW OR RENEWING MEMBERS: Persons interested in joining the Club shall submit an application for the appropriate class of membership along with the required dues and fees.
SECTION 3. INFORMATION FOR MEMBERS: All Club members, after signing a blanket liability waiver, shall receive a monthly newsletter describing current and past activities, items of news and interest about the Club. Any member, upon request, may receive an up-to-date copy of the Bylaws.
SECTION 4. TERMINATION OF MEMBERSHIP: The Board, by affirmative vote of two-thirds of all Board members, may suspend or expel a member for good cause after the holding of a hearing on the matter. A warning shall be required prior to the initiation of such action except that a warning shall not be required where a member’s actions have endangered health and/or safety or for violations of the law. The warning shall consist of a person acting in an official or supervisory capacity on behalf of the Club warning the attending individual in the presence of a witness. The individual giving the warning shall state specifically that it is an official warning. All warnings given shall be duly signed and recorded with the Board. Anyone suspended or expelled as a member cannot participate in any meetings, outing, or any Club functions as a visitor or guest.
SECTION 5. DUES AND FEES: Dues and other appropriate fees chargeable to Club members shall be set by a two-thirds majority of all Board members. Annual dues cover one fiscal year.
SECTION 6. RESIGNATION: Any member may resign by filing a written resignation with the Board, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, fees, or other charges theretofore accrued and unpaid. No refund of dues shall be issued.
ARTICLE III (OFFICERS)
SECTION 1. DESIGNATION OF OFFICERS: The officers of the Club shall be President, Vice President, Secretary, and Treasurer.
SECTION 2. ELECTION AND TERM: The officers of the Club shall be elected annually by the general membership at the last regular general membership meeting of the fiscal year. Each officer shall normally hold office until his successor has been elected and duly qualified.
SECTION 3. NOMINATIONS: The Board shall serve as a nomination committee to present a slate of candidates to the general membership at the meeting preceding the election meeting. Additionally nominations may be made from the floor.
SECTION 4. REMOVAL: Any officer may be removed from office by the general membership at any regular or special meeting, but such removal shall require a two-thirds majority vote.
SECTION 5. RESIGNATION: Any Club officer may resign from their position by submitting their resignation in writing to the Board. Such resignation shall become effective when accepted by a majority vote of the Board, but shall not relieve the leaving officer’s responsibility of actions prior to their resignation.
SECTION 6. DUTIES:
A. PRESIDENT: The President shall be the principal executive officer of the Club and shall, in general, supervise and control all the business and affairs of the Club. (S)he shall preside at all meetings of the members and of the Board. (S)he shall recommend to the Board, for its consideration, an annual budget for operation of the Club. (S)he may sign, with the Secretary or any other proper officer of the Club authorized by the Board, any deeds, mortgages, bonds, contract, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these By-laws or by statute to some other office or agent of the Club; and, in general (s)he shall perform all duties incident to the office of President and other duties as may be prescribed by the Board from time to time. The President shall be the custodian of Club equipment.
B. VICE-PRESIDENT: In the absence of the President or in the event of his/her inability 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.
C. TREASURER: If required by the Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety as the Board shall determine; maintain such records as are necessary to determine current financial standing of the Club; have charge and custody of and be responsible for all funds and securities of the Club; receive and give receipts for monies due and payable to the Club from any source whatsoever; deposit any such monies in the name of the Club at such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VIII 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/her by the President or by the Board, including monthly reports.
D. SECRETARY: The Secretary shall keep the minutes of the meetings of the members and of the Board in one or more books provided for that purpose; see that all notices are given in accordance with the provisions of these By-laws or as required by law; be custodian of the Club records and of the seal of the corporation and see that the seal of Club which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-laws; have charge of the register of members; supervise such committees as are designated by the Board; and in general, perform all duties incident to the office of Secretary and such duties as from time to time may be assigned to him/her by the President or by the Board.
SECTION 5. VACANCIES: A vacancy in any Club office shall be filled by election by the Board for the unexpired portion of the term, and any duly-qualified member of the Club shall be eligible to fill such vacancy; a majority of all board members is required for election. Notice of vacancies shall be given to all Club members at least ten days prior to Board action to fill the vacancy, and any voting club member may enter nominations before the Board.
ARTICLE IV (BOARD OF DIRECTORS)
SECTION 1. GENERAL POWERS: The affairs of the club, unless otherwise specifically delegated by the constitution or by these By-laws, shall be managed by the Board.
SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS: The board shall consist of the elected officers herein named, the Chairpersons of all standing committees, and the immediate past President. Each Director shall hold office until his/her successor shall have been elected and qualified. Directors must be residents or the State of North Carolina and must be members of the Club.
SECTION 3. REGULAR MEETINGS: An annual meeting of the Board shall be held within thirty (30) days after the start 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.
SECTION 4, SPECIAL MEETINGS: Special meetings of the Board 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 the place for holding any special meeting of the Board called by them.
SECTION 5. NOTICES: Notices of any special meeting of the Board shall be given at least two (2) days previously thereto by written notice.
SECTION 6. QUORUM: A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Board, vacancies in the Board shall be excluded.
SECTION 7. APPEAL TO THE MEMBERSHIP: Any decision reached by the Board may be appealed to the membership by presentation to the Board of a petition signed by ten percent (10%) of the Club members. A notice of such appeal shall be given to all Club members at least ten (10) days prior to the meeting where the appeal is considered. A representative of the Board shall present the appeal. The appeal shall be decided by a simple majority vote of the members present.
SECTION 8. VOTING: The act of majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these By-laws.
SECTION 9. VACANCIES: Any vacancy occurring in the Board and any Directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office,
SECTION 10. SUSPENSION: Any member of the Board who is not present any two consecutive Board meetings and who does not designate his proper representative at said meetings, will be subject to suspension from the Board. Any such suspension shall require a two-thirds vote of the Board. A suspended Board member may be reinstated by a simple majority vote of the Board.
SECTION 11. VOLUNTARY SUSPENSION: Any Board member may ask to be voluntarily suspended from the Board for a definite or indefinite period. Such suspension shall terminate upon the appearance of the member at a board meeting. For voting purposes, any Board position filled by a suspended member shall be considered vacant.
SECTION 12. COMPENSATION: No Board member shall use his position to provide for his personal financial benefit. Gifts or perks may be accepted provided that they are in the interest of the Club and/or represent compensation for service rendered to the Club. All gifts or perks shall be offered through the Board, which shall have authority to rule on their acceptability. If a formal Board meeting is not possible, the President shall instruct the Secretary or other Club agent to poll the Board; a majority vote of those polled deciding acceptability. If a quorum of the Board cannot be polled, the President may decide on acceptability. It shall be the responsibility of officers and chairpersons to oversee the conduct of activities in their areas of concern and their expenses in satisfying this responsibility shall be paid by the Club, wither through direct trip receipts or through the Treasury, as determined by the Board. Each such occurrence of expense shall be presented to the Board for its approval or disapproval.
ARTICLE V (COMMITTEES)
SECTION 1. STANDING COMMITTEES: The Club shall have the following standing committees: Outings, Overnight Trip, Day Trip, Crescent, Membership, Newsletter, Programs and Publicity.
SECTION 2. CHANGES IN STANDING COMMITTEES: Standing committees may be created or dissolved by the President and three-quarters majority of the Board.
SECTION 3. STANDING COMMITTEE CHAIRPERSONS: Chairpersons of all standing committees shall be selected by a three-quarters majority of the officers and the immediate past President; said selection shall occur between the annual meeting when the President is elected and the next meeting of the Club.
SECTION 4. TERM OF OFFICE: Each standing committee chairperson shall hold office from the time of appointment until the next annual meeting of the members of the Cub and until his/her successor is appointed, unless the committee itself be sooner terminated, or unless such chairperson shall cease to qualify as a member of the Club; provided, however, that the Board by a two-thirds majority vote of all members may remove any standing committee chairperson for good cause shown.
SECTION 5. VACANCY: Vacancies in the chairpersonship of any standing committee may be filled by appointments made in the same manner as provided herein the case of the original appointments.
SECTION 6. MEMBERS OF STANDING COMMITTEES: The Chairperson of any standing committee shall appoint such member or members to his/her committee as (s)he deems necessary for the performance of the duties of said committee.
SECTION 7. POLICY: Each committee may adopt rules for its own government consistent with these By-laws or the rules adopted by the Board.
ARTICLE VI (CONTRACTS, CHECKS, DEPOSITS, AND FUNDS)
SECTION 1. CONTRACTS: The Board may authorize any officer or officers, agents of the Club, in addition to the officers so authorized by these By-laws, to enter into any contract and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or defined to specific instances.
SECTION 2. CHECKS, DRAFTS, ETC.: All check, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Club, shall be signed by such officer or officers, agent or agents of the Club, and in such manner as shall from time to time be determined by one resolution of the Board. In the absence of such determination by the Board, such instrument shall be signed by the Treasurer or signed by the President of the Club.
SECTION 3. DEPOSITS: All funds of the Club shall be deposited from time to time to the credit of the Club so such checking accounts, savings accounts, or other depositories that the Board may select.
SECTION 4. GIFTS: The Board may accept, on behalf of the Club, a contribution, gift, request, or device for the general purposes or for any special purposes of the Club, but no such gifts can be used for personal benefit.
ARTICLE VII (MEETINGS)
SECTION 1. GENERAL MEMBERSHIP MEETINGS: General membership meetings shall be held on a monthly basis, or at such other times as deemed appropriate by a majority vote of the Board. The time and place of such meetings shall also be determined by the Board. The last general membership meeting of the fiscal year shall be designated as the annual Meeting of the Club.
SECTION 2. BOARD OF DIRECTORS MEETINGS: Board meetings shall be held as designated by Article IV of these By-laws. A board meeting may be called by the President or any two (2) Board Members.
SECTION 3. NOTICE OF MEETINGS: All members shall be given timely notice of all regularly scheduled meetings. Such notice may be by email or other convenient means.
ARTICLE VIII (AMENDMENTS)
SECTION 1. AMENDMENTS: These By-laws may be altered, amended, or repealed in any general membership meeting by a two-thirds majority vote of those in attendance following a 30-day written notice of the amendments to be approved. All such proposed changes must be submitted to the general membership in writing at least ten (10) days prior to the meeting at which the vote will be taken.
POLICIES OF THE CAPE FEAR SKI AND OUTING CLUB
I. TRIP SIGN-UPS AND FINANCES
A. Sign-up sheets, when not accompanied by a deposit payment, are only a show of interest. They commit neither the person nor the Club to hold a space on any trip.
B. Trip spaces will be filled on a first-come first-served basis by payment of a trip deposit.
C. CFSOC and Crescent Ski Council members will be given priority in participating in all Club trips and activities. Deadlines may be used at the discretion of the coordinator and responsible chairpersons.
D. Trip/outing participants shall write a separate check for each activity in which they plan to participate.
E. Deposits will be refundable up to the refund deadline less a cancellation fee based upon the price of each trip and determined by the chairperson and Coordinator, or the appropriate Vice-President. Beyond the deadline, deposits are refundable only at the discretion of the coordinator, and only for justifiable cancellation, and only if the space is filled or otherwise disposed of. It is the member’s responsibility to fill his cancelled space using the existing waiting list until exhausted. If there is no waiting list, and the member finds a replacement elsewhere, it is the cancelling member’s responsibility to notify the coordinator so that proper liability waivers may be signed by the replacement.
G. No refunds of unused monies after trips shall be made except at the discretion of the Board.
II. TRIP COORDINATORS AND COMPENSATION
A. All CFSOC trip coordinators must be Club members. The coordinator has responsibility and authority for running the trip. If no coordinator is found for a trip, the trip will be cancelled regardless of how many have signed up.
B. For trips exceeding 200 miles with twenty-five (25) or less participants, the individual price will be set to cover the costs plus no more than five percent (5%) of costs to be allocated for the coordinators compensation, or $30.00, whichever is greater, but in no case to exceed the price of one participant’s trip.
C. Trips exceeding 200 miles with twenty-five (25) or more persons shall include in their budgets sufficient reserve to cover the trip costs of the coordinator(s). Following Board approval, the coordinator will receive a seventy-five percent (75%) compensation of the cost of one trip; the assistant coordinator will receive the remaining twenty-five (25%) of the cost on one trip. If there is insufficient reserve to cover this compensation, the Board shall determine whether, and to what extent, a refund for expenses shall be made.
D. Additional compensation for coordinators for any one trip may be approved by the Board before the trip.
E. The Treasurer will issue compensation to the coordinator(s) upon receipt and approval of an accurate trip report as reviewed by the appropriate Vice-President or Chairperson.
F. Financial reports by trip coordinators shall be submitted to the Board of directors or Treasurer within thirty (30) days after the trip, outing, or activity. Receipts for expenses paid should accompany the report.
III. TRIP PARTICIPATION
A. Liability waivers must be signed by ALL trip participants prior to the beginning of any Club function. Due to the statute of limitations, all liability waivers must be kept for at least three (3) years following each event.* All coordinators are responsible for turning these waivers over to the respective Vice President or Chairperson when the financial report for each trip is reviewed for approval, who will in turn submit these forms to the Secretary at the monthly Board Meeting.
B. Club members’ children under twenty-one (21) years of age must be accompanied by a parent member and/or legal guardian to participate in Club activities except as approved in advance by the Board. Liability waivers for each child must be signed by the parent or legal guardian prior to the beginning of each trip or event.
C. Where necessary for health and safety, specific prerequisites (prior instruction or experience) may be required for sign-up on Club trips.
D. Party(ies) contracted to provide outings for CFSOC must provide a certificate of insurance evidencing holding of liability insurance of limits no less than $500,000 and must provide proof of certification and licensing.
V. REMOVAL OF PARTICIPANT FROM TRIP/OUTING
A. Any participant of a CFSOC trip may be removed from the trip or function at any time, regardless of whether that participant is a CFSOC member or not, if that participant’s conduct endangers the safety or health or anyone, or for actions which might jeopardize the name or character of the Club.
B. Removal of the participant shall be the responsibility of the CFSOC member who is acting in a supervisory capacity of that activity and shall be witnessed by two other CFSOC members.
A. The fiscal year shall start beginning August 1 of each year and continue through July 31 of the following year.
B. Club Member contact lists shall not be made available to merchants.
C. Club Member contact lists may not be sold to anyone.
D. Membership dues are non-refundable and shall not be prorated during the year, however, membership applications filed February through May shall be valid through the following fiscal year.
E. To be eligible to participate in the December holiday party, member dues must be paid by Dec. 1.
VII. FINANCIAL REPORTING
VIII. RETURNED CHECKS
A. The Club Treasurer will notify issuer by sending a “returned check letter” via certified mail, return receipt requested.
B. Issuer will have 48 hours after receipt of letter within which to satisfy his debt to the Club, the sum of which shall be the amount of the returned check plus a $50.00 returned check charge.
C. Issuance of a bad check will not reserve or otherwise hold open a space on any trip/outing unless issuer complies with requirements of Item B., above.
D. Failure of issuer to comply with Item B. above, shall cause forfeiture of issuer’s right to participate in any Club trip/outing until said debt has been satisfied.
E. The Club shall have access to any prepayments/deposits made by issuer for any future trips/outings as recoupment of said debt.
F. Additional sanctions and/or legal means may be imposed at the discretion of the Board of Directors
IX. JOB DESCRIPTIONS COMMITTEES
A. ADVENTURES, CANOEING AND RAFTING, EXCURSIONS, LOCAL OUTINGS, AND WATER SPORTS COORDINATOR: Responsible for planning schedule of events for their respective activities for the year; selecting coordinators and providing them with information and forms required to run trips; contracting services from professionals, as needed.
B. SKI TRIP COORDINATOR: Responsible for assisting in planning ski trips, gathering information on ski mountain areas, selecting coordinators, providing them with information and forms required to run trips; assisting coordinators at monthly meetings; informing Ski Vice-President of sign-up status, assisting in training ski trip coordinators, mailing ski applications; promoting ski trips.
C. CRESCENT REPRESENTATIVE: Promotes relationship between Crescent Ski Council (CSC) and CFSOC; facilitates flow of information between CSC and CFSOC; receives and disburses information to appropriate CFSOC members; coordinates (with assistance) the Myrtle Beach CSC Conventions; develops activities with CSC member clubs; attends meeting or other CSC clubs in North Carolina to develop a positive working relationship for CFSOC.
D. MEMBERSHIP CHAIRPERSON: Supplies general and membership information to visitors and prospective members; provides new membership applications.
E. NEWSLETTER CHAIRPERSON: Responsible for production and distribution of newsletters to all Club members, businesses and elsewhere as necessary; Membership Chairperson, and Club members to accomplish this task.
F. PROGRAM CHAIRPERSON: Responsible for promoting interest of members in Club activities be advanced planning of the program for each monthly membership meeting to include engaging speakers, providing any required equipment or room decorations related to program topics; coordinating arrangements for setting up meeting room; providing necessary support in readying equipment, assisting speakers or participants; planning any special events to be held in place of the monthly meeting.
H. WEBMASTER: Responsible for creating, maintaining and updating content on CFSOC website and social media pages.
G. PUBLICITY CHAIRPERSON: Responsible annually for updating and printing of CFSOC brochures when needed; placing CFSOC brochures in outing and ski trips in the surrounding area; placing newspaper advertisements and radio announcements as needed; ordering permanent badges for Board members at the beginning of every fiscal year; ordering CFSOC permanent badges for coordinators on an annual basis as determined by the Board of Directors; playing an integral part in the coordination of any ski or sports show in which CFSOC participates; responsible for “Apres Ski” information for monthly newsletter. Work with Webmaster to maintain and update content of CFSOC website and social media pages.
X. The following duties and obligations shall be performed by the Committee Chairpersons listed above:
A. Holds at least one annual planning meeting per fiscal year.
B. Performs all of the duties incident to his/her position and such other duties as from time to time may be assigned to him by the President, respective Vice-President; or by the Board of Directors.
C. Submits an annual budget to the President at the beginning of each fiscal year.
D. Responsible for determining the cost of all trips in a concise manner so as to comply with CFSOC’s non-profit status.
E. Assures each financial trip report is prepared and submitted in a timely manner after each event.
F. Ultimately responsible for monthly notice of on-going events for the monthly newsletter.
G. The above duties shall be subject to change at the discretion of the Board of Directors.