By-laws of the Bemidji Figure Skating Club, Inc.
By-laws of the Bemidji Figure Skating Club, Inc.,
Bemidji, Minnesota adopted the 24th day of September, 1968, pursuant to Articles
of Incorporation filed with the Secretary of State, August 9, 1968, in
book P30 of Incorporations, on Page 52, and pursuant to Certificate of
Incorporation issued by the Secretary of State on the 9th day of August, 1968:
Article I
Offices
Section 1. The registered office of the
corporation shall be 14150 Irvine Ave. NW in the City of Bemidji, County of
Beltrami and State of Minnesota.
Article II
Officers
Section 1. - The officers of the corporation
shall be President, Vice-President, Secretary and Treasurer.
The office of Secretary and Treasurer may be held by one person.
Article III
Duties of the Officers
Section 1. Duties of President.
It shall be the duty of the President to take charge of the corporation;
to preside at all regular and special meetings of the Board of Governors.
He/she shall have the entire supervision and management of the
corporation and its property pending the action of the Board of Governors; the
power to suspend any member for violating the By-Laws or Regulations of the
corporation, pending the approval of the board; to call special board meetings
and corporation meetings.
The President, together with the Secretary,
shall sign all agreements and contracts made by the corporation, upon the
approval of the Board of Governors
Section 2. Duties of Vice-President.
It shall be the duty of the Vice-President to assist the President in the
discharge of his/her duties and in his/her absence to assume his/her duties and
officiate in his/her stead.
Section 3. Duties of the Treasurer.
The Treasurer shall have charge of the funds of the corporation and shall
keep a record of all receipts and disbursements and shall render a written
report when requested by the President of the Board of Governors.
The Board of Governors shall have the power whenever they deem it necessary
to appoint an acting Treasurer. Disbursements
will be made only upon expenses approved by the Board of Governors.
The funds shall be deposited in the name of the corporation in a bank
approved by the Board of Governors or in securities approved by the Board of
Governors. All disbursements by
check shall be signed by person(s) appointed by the Board of Governors of the
Bemidji Figure Skating Club, Inc.
Section 4. Duties of the Secretary.
It shall be the duties of the Secretary to keep the minutes of the
meetings of the corporation and of the Board of Governors and to supervise all
report and documents connected with the business of the corporation; to
supervise keeping of a roll of memberships together with dates of their election
and a record of all members elected, deceased, suspended, or expelled.
He/she shall receive all applications for membership and shall notify the
applicant of his election or rejections and shall furnish him with the By-Laws
and Rules of the Corporation if elected.
Supervise
the correspondence of the corporation, prepare and issue notices of all meetings
of the corporation and the Board of Governors.
Article IV
Board of Governors
Section 1. Number of Members.
There shall be a Board of Governors composed of a minimum of eight, but
no more than twelve regular adult voting members of the corporation. At no time
shall the board of governors have more than two members who are also BFSC
contracted coaches.
Section 2. Term of Office.
Members shall be elected each year at the regular meeting of the
membership, and they shall serve for a period of three years.
No more than one member of a family may serve on the Board of Governors
simultaneously.
Section 3. Method of Election.
1. Officers.
The President, Vice-president, Secretary, and Treasurer shall be selected
from the Board of Governors during the annual meeting of the corporation and
shall hold office for one year or until their successors are selected.
2. Board
of Governors. The original Board of
Governors are named in the Articles of Incorporation to hold office until the
first annual meeting of the corporation to be held on the first Tuesday of
November, 1968; at that time three members shall be elected for one year, three
members for two years and three members for three years and thereafter three
members shall be elected at each annual meeting for three year terms or until
their successors are duly elected.
3. Method
of Voting. All members on the Board
of Governors shall have one vote; voting shall be by ballot unless the vote
shall be by unanimous acclamation; and where there are more than two nominations
for any office, the nominee receiving the greatest number of votes shall be
elected.
4. Incapacitated
Board Members. If any member of the
Board of Governors becomes incapacitated and unable to fulfill the remainder of
his/her term, the Board of Governors has the power to appoint another member (in
good standing) of the Bemidji Figure Skating Club, Inc., to stand in until the
next annual meeting. The stand in member is eligible to formally run and be
elected to the position for a full term.
Article V
Powers and Duties of Board of Governors
Section 1. Meetings. The Board of Governors shall meet at least once in every
month. The date of such meetings
shall be stated by the President, or in his/her absence by the Vice-president.
Any four members of the board may call a board meeting upon notice to all
the members of the Board of Governors at least three days prior to the meeting.
The notice shall state the date of the meeting, purpose for which the
meeting is called, and the names of the four members requesting the meeting.
Section 2. Quorum. [the
number (as a majority) of officers or members of a body that when duly assembled
is legally competent to transact business]
Fifty percent (50%) of the Board members shall constitute a quorum.
Section 3. Authority. They shall have the entire authority in the management of
affairs and finances of the corporation and shall have general control of its
property. All rights and powers
connected therein shall be vested in them.
Section 4. Rules. They shall make such rules as they deem proper respecting the
use of the corporation's property; prescribe rules for the admission of
membership; fix penalties for offenses against the rules, and make rules for
their own government and for the government of the committees appointed by them.
Section 5. Appropriations.
All appropriations from the funds of the corporation shall be made by the
Board of Governors.
Section 6. Indebtedness.
They shall have the power to limit the indebtedness of a member to the
corporation or any of its professional representatives.
Section 7. Candidates for Membership.
They shall elect to membership in the corporation as hereinafter
provided, such candidates as they consider desirable.
Such election must be by ballot at a regular monthly meeting of the
Board. If a proposed member receives two or more negative votes,
discussion on this proposed member shall be re-opened.
After this discussion, a ballot for rejection will be cast requiring a
majority vote of a quorum for passage. If
this rejection does not pass the proposed member shall be accepted.
If this rejection is passed said proposed member shall by eligible again
for membership not sooner than six months after rejection date.
Section 8. Suspend or Expel.
They shall have the power to suspend or expel any member for violations
of the constitution and By-laws or for conduct which they shall deem improper,
but no member shall be expelled or suspended for longer than thirty days without
a hearing.
Section 9. Re-admit to Membership.
They may at a regular meeting, re-admit to membership, without the
payment of second initiation fee, any former member whose resignation has been
fully accepted. No rejected
candidate shall be again proposed for reinstatement within six months after
rejection.
Section 10.
Drop and Reinstate to Membership. They
may as hereinafter provided, drop from the roll any delinquent member and also
may reinstate such members as hereinafter provided.
Section 11. Standing Committees.
They shall appoint all standing committees with full authority over them
and shall appoint such other committees as shall seem to them necessary.
Section 12.
USFSA Delegate. They shall
elect a delegate to the United States Figure Skating Association.
The corporation Secretary shall inform the Association's Secretary, in
writing, of the name and address of the delegate elected.
Said delegate shall be the sole representative between the corporation
and the Association and shall attend the Association's meetings, either in
person or by proxy. The Board may,
as it sees fit, pay the traveling expenses of the delegate to the Association
meetings.
Section 13.
Clerical Assistance. They
shall have authority to make, at their discretion, appropriations for clerical
assistance to the Secretary.
Section 14.
Expenditures and Revenue. They
shall prepare and submit to the Annual Meeting a program of anticipated
expenditures for the coming year together with proposals of sources of revenue
to meet same.
Section 15.
Board Member Limitation. The
office of a Board member shall be ipso facto vacated:
1.If he/she is found to be of unsound mind.
2.If he/she is convicted of a criminal offense.
3.If by notice in writing to the corporation
he/she resigns his/her office.
4.If he/she is no longer a member of the
corporation.
5.Should any Board member miss two consecutive meetings, they will be
brought before
the Board for review.
6. If he/she has been
placed under disciplinary action by the Board.
Section 16.
If a Board member violates the Home Club Policies or the Bylaws, or
Independent Contractor
Agreement, he/she is not eligible to participate in discussions or final
vote regarding their own
disciplinary action.
Section 17.
Member Time for Items Not on Agenda.
Bemidji Figure Skating Club members will have a maximum of 5 minutes to
address the Board of Governors at it's regular monthly meetings.
The President reserves the right to determine whether the Board will
issue an immediate response to speaker. Further,
the President reserves the right to immediately terminate the speaker if remarks
are deemed derogatory or the speaker engages in personal attacks of any member
of the Bemidji Figure Skating Club, for any reason whatsoever and the President
has the authority to ask the person to leave the meeting immediately.
Article VI
Standing Committees
Section 1. Names. The Standing Committees shall be:
1. Membership Committee
2. Music Committee
3. Rules Committee
4. Test and Competitions
5. Dance Committee
6. Synchro Committee
7. Carnival Committee
8. Sanctions Committee
9. Entertainment Committee
10.
Nominating Committee
11. Publicity Committee
12. Fundraising Committee
13. Hiring Committee
14. Basic Skills Representative
15. Ice
16. Document Review Committee
17. Grievance, and other such committees as the
Board of Governors may deem necessary.
They shall be appointed annually by the Board of Governors at their
regular meeting after the
annual election
Section 1. Membership Committee.
The Membership Committee shall consist of three or more members.
They shall investigate and pass on the qualifications of all candidates
for membership and report their conclusions to the Board of Governors.
Section 2. Music Committee.
The Music Committee shall consist of three or more members.
They shall select and make arrangements for the playing of all music at
the corporation sessions, entertainment, carnivals, etc.
Section 3. Rules Committee.
The Rules Committee shall consist of three or more members.
They shall make rules and arrangements for the conduct of the corporation
members during the regular skating sessions. Those rules and regulations shall
be approved by the Board of Governors and then posted on the corporation
bulletin board.
Section 4. Tests and Competitions.
The Tests and Competitions Committee shall consist of three or more
members who shall have charge of giving USFSA tests and setting dates and
obtaining approved USFSA judges for the tests.
They shall have charge of all corporation and inter-club competitions.
The decisions shall rest with this committee as to persons eligible to
enter any tests and competitions-
Section 5. Dance Committee.
The Dance Committee shall consist of three or more members who shall have
charge of dance periods scheduled during corporation sessions. They will arrange
for time with the Rules and Ice Committee and for music with the Music
Committee. They shall make up a
complete program of dance routines to fit in the time allotted for dance by the
Rules and Ice Committee.
Section 6.
Synchro Committee. The
Synchro Committee shall consist of three or more members who shall have charge
of the synchro group session. They
shall make rules and regulations governing membership, conduct on the ice, and
division of the ice time for all synchror group sessions, pending approval of
the Board of Governors. They may
ask for and receive help and advice from the other standing committees of the
corporation.
Section 7.
Carnival Committee. The
Carnival Committee shall consist of 3 or more members who will act as
chairpersons of such sub committees as the Board of Governors may designate.
The members of the subcommittees should be appointed by the chairperson
of the subcommittee but approved by the Board of Governors.
Section 8.
Sanctions Committee. The
Sanctions Committee shall consist of three or more members who shall be in
charge of applying for USFSA sanctions for all activities of club members for
which sanctions are necessary in order to maintain amateur status.
Section 9.
Entertainment Committee. The
Entertainment Committee shall consist of three or more members.
They shall provide and take charge of social entertainment given by the
corporation.
Section 10.
Nominating Committee. The
President shall appoint three members in good standing (one to serve as
chairperson) to serve on the Nominating Committee, its function being to search
out members to fill Board vacancies.
Section 11.
Publicity Committee. The
Publicity Committee shall consist of three members who perform duties as set up
in policies as of October 13, 1986.
Section 12.
Fundraising Committee. The
Fund-raising Committee shall organize and execute special events
that are designed to generate extra revenue for
the Corporation. They are to be
done in such a manner as to not jeopardize the safety and well being of the
participants. The Fund Raising
Committee shall consist of the Treasurer and two other members.
The Treasurer shall deposit the proceeds of the event in the account
designated by the Board of Governors.
Section 13.
Hiring Committee. The Hiring
Committee shall consist of the President, Vice President, Treasurer, and
Secretary. If a conflict of
interest develops with one member of this committee, alternates will be sought.
Their duty shall be to review and determine the suitability of applicants for
the position to which they are applying. The
Hiring Committee will review all coaches evaluations collected by the Basic
Skills Representative, and make a recommendation as to who will be hired for the
subsequent Basic Skills session. The Hiring Committee shall contact references
and interview new candidates. The Hiring Committee will then report their recommendation to
the Board of Governors.
Section 14.
Basic Skills Representative. The
Basic Skills Representative a/k/a the Basic Skills Coordinator is hired by the
Board of Governors to manage the Basic Skills program.
He/she is responsible for receiving registrations, preparation of student
rosters, assignment of Board approved coaches to the various levels, and
oversight of teaching and testing activities.
He/she is to be the direct supervisor of the Basic Skills coaches.
Basic Skills Representative/Basic Skills Coordinator is responsible to
report directly to the Grievance Committee any Independent Contractor found in
violation of any terms of the Independent Contractor Agreement and Attachments.
Section 15.
Ice Committee: The Ice Committee shall consist of 3 or more members and
shall divide ice into sections corresponding to the requirements of the
corporation.
Section 16.
Document Review Committee. The
Document Review Committee shall review, at least annually, the Home Club
Policies, Bylaws, and Independent Contractor Agreements and revise as necessary.
The Document Review Committee will also review any other document the
Board of Governors deems necessary. The
Document Review Committee shall consist of three members of the club.
Section 17.
Grievance Committee: The
Grievance Committee shall receive all formal complaints made to the Board of
Governors. The Grievance Committee
will review the information, gather written statements from the parties involved
and gather any physical evidence, if available.
Upon completion of investigation the Committee will make a formal
recommendation to the Board of Governors. The
review and recommended action must be complete within 10 days of receiving the
complaint. The Grievance Committee
must present it's findings and recommendation at a special meeting, or a regular
meeting, of the Board of Governors, which ever is sooner.
If the Grievance Committee receives a formal complaint involving a member
of the Grievance Committee, the Board of Governors may appoint another Board
member to stand in for resolution of that complaint.
Article VII
Membership
Section 1.
Geographical Scope. Home
club members shall include Bemidji and the vicinity.
Section 2.
Classes for Membership. Members
shall be classified as: Adults, Juniors, Associates, and Honorary.
Section 3.
Applications for Membership. Each
candidate, for active and inactive membership, mush be proposed, in writing, by
two members. Applications for
membership must be subscribed by the candidate, must state his name, occupation,
and address, and include agreement to comply with the Constitution and By-laws.
All applications must be given to the Secretary prior to or at the
meeting of the Board of Governors, at which action is taken thereon.
Skating professionals may be board members and may vote, but may not hold
office.
Section 4. Arrears for Dues. Any
member in arrears for dues, or other indebtedness to the corporation or any of
its professional representatives will be notified in writing
that they are delinquent. If the
amount reported is not paid in full within one month there after, the name of
the delinquent shall be reported by the Secretary to the Board of Governors at
their next meeting. The Board of
Governors may drop from the roll any name of such delinquent members.
Delinquent members shall not be refunded any portion of fees or dues already
paid. A member may, upon payment of same, at the discretion of the Board of
Governors, be reinstated to full membership.
Section 5.
Arrears for Dues Restriction. No
member in arrears for dues or other indebtedness to the corporation or any of
its professional representatives shall be eligible to hold
office, or entitled to vote, or to enter in any corporation tests or
competitions.
Section 6. Resignation.
Any member not in arrears for dues or other indebtedness may tender a
written resignation of his membership to the Secretary, who shall report the
same to the Board of Governors at the next meeting for their action.
Section 7. Honorary Members. Honorary
members may be elected at any meeting of the corporation after recommendation by
the Board of Governors, but three negative votes shall reject.
An honorary member shall be free from initiation fees, dues and/or
assessments. He/she may represent the corporation in exhibitions and
attend ice skating sessions under the same rules governing active members.
Honorary members have no vote unless otherwise provided.
They shall have no claim on the assets or property of the corporation.
Section 8. Adult Members.
Home club members 18 years of age and older.
Section 9. Minor Members.
Home club members 17 years of age and younger.
Section 10.
Associate Members. Non-home
club members of any age.
Section 11. Responsibilities for Guests.
Members shall be responsible for the conduct and indebtedness of all
persons admitted to the corporation's property at their request.
Section 12, Board Approval for Competition or
Exhibition. No member or members of
the corporation shall make entry in the name of the corporation in any
competition or exhibition except with the written approval of the Board of
Governors, or someone given this authority by them.
Article VIII
Corporation Meetings
Section 1. Time. The annual meeting of the corporation shall be held on the
third Monday of September each year.
Section 2. Special Meetings.
The Secretary shall call special meetings at the direction of the
President or upon the request of four corporation members in good standing.
Section 3. Quorum. Fifty percent (50%) of the active membership in attendance
shall constitute a quorum for the transaction of business.
Section 4. Notices. Notices of the annual meeting shall be mailed by the
Secretary to every member at least ten days in advance thereof, or posted by the
Secretary for the same length of time on the corporation bulletin board.
Section 5. Special Meeting Limitation.
No business shall be transacted at a special meeting except that of which
notice is given for the infraction of any law or rule, other than skating rules,
as for conduct injurious to the welfare of the corporation, may report the same
in writing to the Board of Governors. Such
complaints shall set forth the facts of the case, together with the names of
witnesses, if any. After receiving
such a complaint, a meeting of the Board of Governors shall be held as soon as
practical to receiving such a complaint to investigate same.
The complainant or complainants and the member complained of shall
receive at lease seven days notice of such meeting and may be heard with their
witnesses. The statements and
evidence shall be reduced to writing and filed with the Secretary, and shall
mail copies there of to the complainant or complaints and to the member
complained of. An appeal from the
decision of the Board of Governors may be taken to the corporation within seven
days thereafter by serving upon the Secretary a written notice of such appeal.
A special meeting shall thereupon be called for consideration of the
case, and a two-thirds vote shall be necessary to reverse the decision of the
Board of Governors.
Section 6. Method of Voting, Each adult
home club member of the Bemidji Figure Skating Club,
Inc. shall have one vote at its corporation
meeting.
Article IX
Discipline
Section I - Method of Procedure.
Any, member or members having a complaint against another member for the
infraction of any law or rule, other than skating rules or those outlined in the
Independent Contractor Agreement, as for conduct injurious to the welfare of the
corporation, may report the same in writing to the Board of Governors.
Such complaints shall set forth the facts of the case, together with the
names of witnesses, if any. After
receiving such a complaint, a meeting of the Board of Governors Grievance
Committee as outlined in Article VI, Section 18, shall be held. The complainant or complainants shall be notified by the
Grievance Committee of the complaint and the member complained of shall receive
at least four days notice of such meeting and may be heard with their witnesses.
The complaintant or member complained of is not permitted to bring any
individual not directly involved as a witness to such meeting.
After the Grievance Committee has issued its report and recommendation to
the Board of Governors, the statements and evidence shall be reduced to writing
and filed with the Secretary, and shall mail copies thereof to the complainant
or complainants and to the member complained of. An appeal from the decision of
the Board of Governors may be taken to the corporation within seven days
thereafter by serving upon the Secretary a written notice of such appeal.
Any fines or disciplinary action imposed by the Board of Governors
remains in effect while the appeal is being heard.
A special meeting shall thereupon be called for consideration of the
case, and a two-thirds vote shall be necessary to reverse the decision of the
Board of Governors.
Article X
Fees, Dues and Assessments
Section 1. Dues to be determined by the Board of
Governors
Article XI
Corporate Seal
Section 1. The corporate seal shall be in the
form shown on the imprint hereon.
Article XII
Robert's Rules of Order
Section 1, Robert's Rules of Order, All
questions of parliamentary practice not herein provided for shall be determined
in accordance with Robert's Rules of Order.