BYLAWS

The Columbia Ski Club, Inc.

The Columbia Ski Club, Inc., by a two-thirds vote of those members present at its annual meeting held on the 12^th day of March, 2001, hereby adopt these Bylaws[1] as and for the corporate Bylaws of the Columbia Ski Club, Inc., intending thereby to substitute said Bylaws for any previous "Bylaws" or "Constitution" of the Columbia Ski Club, Inc.

Article I - General

A. Name.

The name of the corporation is The Columbia Ski Club, Inc. (hereinafter sometimes referred to as the "Ski Club" or the "Club").

B. Address and Resident Agent.

The mailing address for the Club is: P.O. Box 204

Columbia, MD 21045

Or such other place as may from time to time be indicated by an amendment to these Bylaws or by a certificate filed with the State Department of Assessments and Taxation. The Resident Agent of the corporation shall be that person designated as such in the records of the State Department of Assessments and Taxation.

C. Affiliation.

The Club is an independent ski club, but may become affiliated with the Eastern Ski Association or other such regional or national associations of ski clubs as the Board of Directors may determine to be proper and in the best interests of the Club and its members.

D. Annual Meeting.

The Annual Meeting of the membership shall be held in March of each year and shall be the meeting at which elections for the Board of Directors are held and other necessary and proper business is conducted.

E. Special Meetings.

Special Meetings of the membership shall be called by the President upon a majority vote of the Board of Directors or upon receipt by the President of a verified Petition for Special Meeting signed by those members in good standing comprising twenty-five percent (25%) of the total membership.

F. Regular Meetings.

Regular meetings of the membership shall be held monthly unless otherwise designated by the Board of Directors and shall be at such time and place as may be set by the Board of Directors.

G. Notice of Meetings and Quorum.

Notice of any Annual or Special Meeting of the membership shall be published in the monthly newsletter preceding the date set for said meeting or by mailing notice to each member not less than ten (10) days prior to the date set for the meeting. Fifteen percent (15%) of the membership shall constitute a quorum at an Annual or Special Meeting.

H. Rules of Order.

All meetings of the membership shall be conducted in accordance with Robert's Rules of Order, Revised except when in conflict with these Bylaws or the laws of the State of Maryland.

I. Governing Documents.

In addition to these Bylaws, operation of The Ski Club will also be affected by trip rules, conduct policy, membership policy, and other policies and procedures established by the Board of Directors.

J. Term of Service.

No person shall serve the club in the same elected capacity for more than two consecutive years.[LP1] Exception: if an insufficient number of candidates are placed in nomination at the February meeting, any outgoing Board member may be re-nominated to the Board.

Article II - Purposes [LP2]

A. Mission Statement.

The Columbia Ski Club (CSC) is a non-stock, not for profit organization, lead by involved individuals, whose purpose is to help meet the recreational needs of the public from Columbia and vicinity, by providing skiing and other group activities year round, while its members share reduced group rates information, opportunities for skill improvement, fun and friendships.

B. Credo.

CSC — Great skiing, friends, and fun for all seasons!

C. Goals.

1. Encourage the advancement and safety of the sport of skiing and the development of its members' individual skill and knowledge in the sport, in cooperation with other clubs or organizations.

2. Provide information to its members regarding ski and other recreation equipment, safety, first aid, and the like.

3. Sponsor and promote ski trips and a variety of year round recreational activities, functions, and events as are deemed appropriate by the Board of Directors, and which are in the best interests of its members.

4. Actively promote membership growth in the club and participation in its activities, and publish information regarding the club and its activities to members and prospective members.

5. Provide opportunities and encourage members to become more actively involved in running club activities to tap talents and abilities, and to better retain members.

6. Broaden the club's orientation where appropriate to better meet the recreational needs of members in special groups (e.g., families, snowboarders, etc.)

7. Actively promote the image of the club through publicity events and other activities deemed appropriate by the Board of Directors.

8. Provide investment in capital equipment to support membership, newsletter, treasury, and publicity services volunteered by its members (e.g. computers, software, publicity displays, etc.).

9. Develop means to recognize and award member contributions to the success of the club and its activities (e.g. CSC'er of the month).

10. Develop and maintain a yearly club financial budget to accomplish club goals and objectives, and use fund raising activities as necessary to support the budget.

Article III - Membership and Dues

A. Criteria.

Any person twenty-one (21) years or older who is interested in the sport of skiing may become a member of the Club upon making proper application (including any waivers required) and payment of annual dues.

B. Annual Dues.

An annual dues, in an amount to be established from time to time by the Board of Directors, may be levied against all members for membership in the Club.

C. Denial and Revocation.

Membership may be denied or revoked by the Board of Directors for cause. Cause shall be deemed to include, but not be limited to, (i) nonpayment of annual dues, (ii) failure to provide appropriate waver(s), (iii) improper behavior toward another club member or perspective member, (iv) failure to properly follow the rules and procedures of the Club, as well as improper, dangerous, or unlawful conduct at any Club activity, function or event, (v) failure to follow the reasonable directives of the designated leader of a Club activity, function or event.

Procedure for Removal of a Member.

All charges against a member or members must be presented to the Board of Directors in writing and signed by the charging party. The charges must state the act or acts to be considered, including the approximate relevant dates and/or places.

The Board shall schedule a Special Meeting for a hearing and immediately send a notice of the charges to the member at their last known address. Both the complainant and member in question shall be sent a written notice of the time and place of the meeting. If the member in question fails to attend the Special Meeting, the Board shall proceed with the meeting and render a decision as though that person were present. Both parties will be allowed to present their statements of facts at the hearing and may request, in advance to the Board, the presence of other members or non-members whose testimony pertains directly or significantly to the matter at hand. At the conclusion of all testimony, the Board my privately consider the case and then vote on the charges. Removal shall require a super majority vote (greater than or equal to 2/3) of the full Board.

Article IV - Board of Directors

A. Composition.

The Club shall be governed by a Board of Directors consisting of eight (8) persons who shall be members in good standing of the Club and who shall be chosen as such by the membership as established elsewhere in this Article IV.

B. Election.

At the first Annual Meeting following the adoption of these Bylaws, an election shall be held to elect eight (8) directors, including a President and a President-Elect, each of whom shall be specifically elected as such and who shall also be a director. The President-Elect and the three (3) other directors who shall have received the most votes shall each serve a term of two (2) years. The President and the remaining three (3) directors elected shall each serve a term of one (1) year.

At each annual meeting thereafter, a President-Elect (who shall always be a director) and those other directors necessary to fill the directorships coming vacant at that time shall be elected for a term of two (2) years. The intent of this section B is to establish staggered terms for directors so that at any given time the terms of no less than four (4) directors have continued for a period of one (1) year.

C. Powers and Duties.

The Board of Directors shall have all of those powers and duties necessary and proper for the governance, management and operation of the Club and shall take all actions on behalf of the Club which are not specifically reserved to the membership by these Bylaws or prohibited by law. Unless otherwise required by these Bylaws, all decisions of the Board of Directors shall be made by a majority vote of those directors present and voting at a meeting at which a quorum is had. No director may vote in absentia or by proxy.

D. Quorum.

A majority of directors at any meeting duly called shall constitute a quorum.

E. Business Meetings.

Regular Business meetings of the Board of Directors, officers, standing committee chairpersons, and advisors, shall be held on a monthly basis and shall be open to the membership. These meetings may be established by the Board of Directors to be at a certain time on a certain day of each month (e.g., at 7:30 p.m. on the fourth Monday) in which case each attendee is responsible for ascertaining the location of the meeting from the Secretary and no notice of such regular business meetings is required. The determination of the regular business meeting day shall be established at the first meeting of the Board of Directors following each Annual Meeting of the Club and shall be reflected in the minutes of that meeting.

F. Special Meetings.

Special Board or Business meetings may be called by the President or by a majority of the directors upon seven (7) days notice to all directors and appropriate individuals.

G. Removal.

The Board of Directors shall have the right to remove a fellow Director who fails to discharge their duties as a Board member, unless satisfactory excuse is given in writing, or repeatedly exhibits any other behavior deemed to be significantly inappropriate or injurious to the Columbia Ski Club or any of its members.

The procedure for removal of a Director shall consist of a vote from the Board at a special meeting of Directors only (i.e., not open to general membership; announced at least seven (7) days in advance), in which the Director whose directorship is in question shall be invited to present his/her side. Removal shall require a super majority vote (greater than or equal to 2/3) of the full Board.

The accused Director shall have the right to present his/her case to the general membership at the next general membership meeting immediately following the Board’s vote. If the removed Director presents his/her case to the membership, the membership may vote by a simple majority of those members present at the general meeting to reinstate the Director.

H. Vacancies.

Vacancies on the Board of Directors shall be filled in this order:

a) Using the results from the most recent annual election, the Board shall offer the position to the candidate receiving the most votes yet failed to become a Director at that time.

b) If the candidate in (a) declines, the Board shall proceed to the next candidate according to the voting results until the vacancy is filled.

If the vacancy is not filled through (a) or (b), the vacancy shall be filled by a vote of a majority of the remaining directors. A quorum of the Board is required to vote on replacement(s) to the Board unless the remaining Board members no longer constitute a quorum. The director(s) selected shall serve the remainder of the term of the director(s) being replaced.

I. Compensation.

Directors shall not be compensated for acting as such. Notwithstanding the foregoing, directors may be reimbursed for reasonable expenses incurred on behalf of the Club as shall be determined by the Board of Directors.

J. Nomination.

Nomination for election to the Board of Directors may be made by a nominating committee but shall also be allowed from the floor at the February General Meeting.

Article V - Officers

A. Designation.

The principal officers of the Club shall be the President, Vice President, President-Elect, Secretary and Treasurer, all of whom must be members of the Club. The President, Vice President and President-Elect must also be directors of the Club.

B. Election.

The President and President-Elect are chosen as such by the membership as provided elsewhere in these Bylaws. The President-Elect shall automatically serve as President during the second year of his or her term as a director. All other officers shall be elected annually by a majority vote of the Board of Directors at the first meeting of the Board of Directors following each Annual Meeting of the Club, and shall hold office at the pleasure of the Board and until a successor is elected. The Secretary and Treasurer need not be directors.

C. Removal.

All officers elected by the Board of Directors may be removed by the Board of Directors, with or without cause, upon the affirmative vote of a majority of the directors, and a successor elected.

D. Vacancies.

In the event the office of President is vacated, the Vice President shall assume the title and duties of President and a director shall be appointed to fill the vacancy in the Board of Directors thus created by the vacating President in accordance with Article IV, Section H. In the event the office of President-Elect is vacated, a Special Meeting of the membership shall be called for the purpose of electing a successor President-Elect who shall serve the remainder of the term of the directorship vacated and shall serve as President in the following year. All other vacancies shall be filled by election of the Board of Directors.

E. President.

The President shall be the chief executive officer of the Club and shall preside at all meetings of the members and of the Board of Directors. The President shall have all the general powers and duties which are incident to the office of the president of a corporation organized under Maryland law, including, but not limited to, the power to nominate committees from among the members from time to time as he or she may in his or her discretion decide is appropriate to assist in the conduct of the affairs of the Club.

F. Vice President.

The Vice President shall act in the President's absence and shall have all powers, duties, and responsibilities provided for the President when so acting. Unless the Board determines otherwise, the Vice President shall serve as the public relations officer and coordinate the activities of the membership, publicity and publications committees. The vice President shall also perform such other duties as the Board of Directors or the President shall prescribe.

G. Secretary.

The Secretary shall keep the minutes of all meetings of the Club and of the Board of Directors; shall have custody of the seal of the Club; shall have charge of such books, records, and papers as the Board of Directors may direct; and shall, in general, perform all duties incident to the office of the secretary of a corporation organized in accordance with Maryland law. The Secretary shall be responsible for counting votes and maintaining records thereof. The above tasks may be performed by assistants under the Secretary's supervision in the discretion of the Board of Directors.

H. Treasurer.

The Treasurer shall have the responsibility for the Club's funds and securities and shall e responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name, and to the credit, of the Club in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall be responsible for the preparation of the annual budget, if any. The Treasurer shall provide at each meeting of the Board of Directors a report showing the status of each account in his or her custody, including any special accounts. The duties of the Treasurer may be delegated by the Board of Directors, at its discretion, to assistants performing under the Treasurer's supervision.

I. President-Elect.

The President-Elect shall be an ex-officio member of all standing committees and shall report to the Board of Directors the activities of each committee in the absence of the chairperson.

Article VI - Committees

A. Standing Committees.

There shall be eight (8) standing committees as follows:

Ski Trip Committee
Membership Committee
Publicity Committee
Fund Raising Committee
Program Committee
Publications Committee
Social Committee
Activities Committee

B. Ad Hoc Committees and Advisors.

There shall be such Ad Hoc Committees and Advisors as are deemed necessary by the President and Board of Directors.

C. Appointment.

The President, with the approval of the Board of Directors, shall appoint the chairperson of each committee. Additional committee members shall be appointed by each chairperson. Exception: The President-Elect, with the approval of the Board of Directors, shall appoint the Ski Trip Coordinator at or before the January meeting of the Board of Directors. This Ski Trip Coordinator shall start serving before the President-Elect becomes President, but will work in conjunction with the outgoing Ski Trip Coordinator serving during the current ski season.

D. Powers and Duties.

Each committee shall have the powers and duties designated by the Board of Directors.

Article VII - Financial

A. Expenditures.

Monies in the Club Treasury may be expended for Club activities functions or events as deemed appropriate by the Board of Directors.

B. Bank Accounts.

The Treasurer shall open and maintain such bank accounts as are deemed necessary by the Board of Directors. The Treasurer, President and Vice President shall have signatory power with regard to each such account. Disbursements from Club funds shall normally be made by the Treasurer at the direction of the Board of Directors, but may be made by the President or Vice President in the absence of the Treasurer.

C. Bonding.

All persons having signatory power over the bank accounts of the Club shall be bonded in an amount deemed appropriate by the Board of Directors.

Article VIII - Amendments

Amendments to these Bylaws may be made by a two-thirds (2/3) vote of the members in good standing present at a n Annual or Special Meeting at which a quorum is present and following the publication of proposed changes to the membership in the monthly newsletter or by special mailing at least ten (10) days prior to the meeting at which they will be considered. Notice of approved amendments will be mailed to all members within thirty (30) days of the date approved.

Article IX - Miscellaneous

A. Severability.

The invalidity of any provision of these Bylaws shall not impair or affect in any manner the validity, enforceability, or effect of the balance any other provision of these Bylaws.

B. Captions.

All captions are inserted only as a matter of convenience and for reference, and in no way define, limit, or describe the scope of these Bylaws or the intent of any provision of these Bylaws.

C. Gender and Grammar.

Reference to the masculine gender shall be deemed to include the feminine gender, wherever same may be appropriate, and the plural shall be substituted for the singular or the singular substituted for the plural in any place in which the context may require substitution.

D. Interpretation.

These Bylaws shall be interpreted and enforced in accordance with the laws of the State of Maryland which may be in effect at the time.

[1] An earlier version of these Bylaws was adopted circa 1981 with some changes on Feb. 11, 1985. Article II was rewritten and was adopted Mar. 11, 1991. (The original was shorter, but too lengthy for a comment.)