Note: The sited document below is provided as historicle as best as can be reconstituted.  Some or all parts of this document may be ommitted as found.  This document is not presented as a legal document...

CONSTITUTION
AND
BY-LAWS
OF
Huntsville SKI CLUB, INCORPORATED

ARTICLE I
NAME

The name of this corporation shall be Huntsville Ski Club, Incorporated.

ARTICLE II
OBJECT

The object for which, and for any of which, the corporation is fanned are: To encourage and promote the sport of Alpine skiing, to arrange and administer events; to encourage safe and sportsmanlike conduct by skiers; to provide opportunity for the exchange of ideas and information related to the sport. The corporation shall be for non-pecuniary purposes exclusively, and it shall not issue any form of shares of stock. To enter into, make and perform contracts of evelY kind and nature incidental to the carrying out of the purposes herein stated without limitation as to the amount, with any person, firm or association or corporation, town, city, execute and issue promissory notes, drafts, bills of exchange, warrants, debentures, and other negotiable or transferable instruments. To do all and everything necessary and proper for the accomplishment of the objects herein enumerated, or necessary for or incidental to the protection and benefIt of the corporation, and in general, to carry on any lawful business or incidental to the attainment of the objects of the corporation. To borrow money and to give as security for such loans, mortgages and other encumbrances upon it property, real, personal and mixed. To buy, sell, mortgage, lease, rent, own and hold real estate and/or personal property for the use and benefit of the corporation. The foregoing shall be construed both as to the objects and powers, and the enumeration thereof shall not be held to limit or restrict in any manner the general powers conferred on this corporation by the laws of the State of Alabama. Incorporated Jan 29, 1965 by Ski Club Officers: B. B. Stokes (President), A. W. Galzerano (Vice President), Jo Anne Mattson (Secretary), and Beverly Smith (Treasurer) Revised as of July 18, 2007

ARTICLE III
PRINCIPAL OFFICE

The location of the corporation's principal place of business shall be Huntsville, Alabama.

ARTICLE IV
RESTRICTIONS

The corporation shall have no right to engage in and it will not encourage the business of selling, or keeping for sale, or otherwise disposing of any liquors, liquids or beverages that are prohibited by the laws of Alabama to be manufactured, sold or otherwise disposed of in this State, and shall not permit its members to keep or store any such prohibited liquors or beverages at or near the premises of the corporation for use by or consumption by its members or other, or for distribution or division among its members or guests, and that said corporation will not maintain any unlawful drinking place or any liquor nuisance contrary to the laws of Alabama, and that if it does so, it is understood that its charter and rights as a corporation will be forfeited. This corporation shall not permit any game to be played for wager, or any gamblin8> or the presence of any gambling device on or about the premises, or at the club room of the corporation, and that if it does any of these things, it agrees that its charter and rights as a corporation will be forfeited. The limitations herein contained shall not be construed so as to prohibit the playing of cards, dominoes, chess, pool, billiards, or any other amusement where nothing is wagered on such game. The membership shall not exceed a total of 500 members of all classes, unless a written declaration signed by the majority oftlle existing members shall increase the authorized membership according to law.

ARTICLE V
OFFICERS

The officers shall consist of a President, Vice-president, Secretary and Treasurer. Nine directors, eight elected at large and the immediate past President, and the four officers listed above shall constitute the Board of Directors; each to have equal voting rights. In the event the President is re-elected; nine directors shall be elected at large. The President shall preside over the Board of Directors. The areas of responsibility of the nine directors shall include Publicity, Membership, (Western and International Trips deleted) Regional Trips Director,4 Ski Trips Director,4 Socials, Newsletter, Training, Recreation and Day Trips, and Historian3 2 Proposed by Jim Hall et ai, ratified November 16,2005 3 Proposed by Charlie Ross, Historian, ratified May 17, 1989 4 Proposed by Board, ratified July 18, 2007 Revised as of July 18,2007

ARTICLE VI
DURATION

The period of time of which said corporation is organized is unlimited and perpetual.

ARTICLE VII
POWERS

The powers of the corporation shall be as are necessary to carry out the objects of the corporation as herein expressed and all the powers conferred upon such corporations by the law, and such other powers not expressed as implied and incidental thereto

ARTICLE VIII
MANAGEMENT AND CONTROL

The management and control of said corporation are hereby vested in its Board of Directors who are authorized to do and perform all acts, incidental to the management of said corporation and who shall meet at least once a year in March of each year and as often thereafter as may be necessary, such special meetings to be called as herein provided. The members of said corporation do hereby authorize and empower the president to manage and be the chief executive officer of this corporation and further authorize the president to delegate such duties as he may deem necessary. For the purpose of managing club financial matters, the fiscal year is defined as from April 1 of one calendar year to March 31 of the following calendar year.

ARTICLE IX
MEMBERSHIP AND DUES

Eligibility for membership: membership in the club shall be open to skiers and others interested in furthering the purposes of the club. A person shall be considered for membership upon the presentation of such information concerning the applicant as the Board of Directors shall require. The Membership Director shall thereupon notify the applicant of their accepted membership 5 Classes of membership: 1. Member: Any person duly elected to membership who is not under suspension or in default on his dues and fees, and who has not been expelled, is a member of the club and is entitled to the privileges of membership. Proposed by Board of Directors, ratified July 18, 2007 Revised as of July 18, 2007 Family Member: Any family unit (husband and/or wife and dependent children) duly elected to membership who is not under suspension or in default on their dues and fees, and who nave not been expelled, are family; members of the club and are entitled to the privileges of membership. Honorary Member: Any person or family unit duly elected to membership by the Board of Directors because of meritorious service to the club is a member of the club and is entitled to all the privileges of membership. The period of honorary membership is the membership year for which election to membership occurs. Non-Resident Members: DELETED6,7 Dues and fees: Annual dues for single members and for family members7 shall remain the same as the previous year unless they are adjusted at the beginning of the membership year (September 1 through August 31 of the following year) by the Board of Directors as necessary to the conduct of club business. Notice of a change in dues shall be given to the membership at least one month prior to the beginning of the membership year. Annual dues paid by members after May 1 of any year shall apply through the succeeding full membership year 8 Suspension and expulsion from membership: Membership shall automatically lapse for nonpayment of dues 30 days after commencement of the membership year for which they are payable. Any member may be suspended at any time without advance notice for infraction of any club rule or for any other cause by the entire Board of Directors if the directors shall deem such suspension to be in the best interests of the club. The Board ofDireetors shall immediately notify a member so suspended, in writing, of the suspension and of their right to a hearing (ref. Section 60 of Robert's Rules of Order, (revised 1981) before the Board ofDirectors9. A copy of the club's bylaws will be sent with the suspension letter10. The suspended member shall thereafter be entitled to a reasonable opportunity to be heard, in person or through a representative, by the Board of Directors. The Board of (remove extra space) Directors may thereafter continue for a definite term or terminate the suspension, or expel the member, and its decision shall be final. Amended August 27, 1975 Proposed by Board of Directors, ratified July 18, 2007 8 Proposed by Jim Hall et ai, ratified November 16,2005 9 Proposed by Stephen Hecht, ratified November 14, 1990 10 Proposed by Lloyd Marks, ratified November 14, 1990 Revised as of July 18, 2007

ARTICLE X
MEETINGS OF MEMBERS

Annual official Meeting: The annual meeting of the club shall be held in March of each year for presenting reports of incumbent officers, committees, boards, for the election of new officers, and such other business as may lawfully come before the meeting. Special Meetings: Special meetings may be called at any time by the Board of Directors on its own motion, and must be called by the Board of Directors on petition often percent of the members of the dub. Notice of Meetings: A notice of each annual and special meeting stating the place, hour, date, and purpose thereof shall be sentI I to every member no less than seven and not more than twenty-one days before such meeting. Quorum: At all meetings of the members, a quorum shall be ten percent of the club membership. All action, except amendment of the by-laws and the election of officers, shall be by majority of those present and voting. Voting: Members, family members eighteen years of age or older and honorary members shall be eligible to vote. No proxies shall be allowed. Signed absentee ballots from a member-in-good-standing may be presented to the Secretary prior to voting. These ballots will be voted by the Secretary when appropriate.

ARTICLE XI
ELECTION AND DUTIES OF OFFICERS AND DIRECTORS

The president shall preside at all meetings ofthe members and the Board of Directors and shall pertorm the duties usually pertaining to the office of the president to the extent that such duties shall not have been delegated by the Board of Directors to another officer or person, committee, or board. In the case of the president's resignation or inability to act, the vice-president shall succeed Proposed by Jim Hall et ai, ratified November 16,2005 .f.. ...... .! "'.~,,' "... Revised as of July 18,2007 to the presidency and a successor for the vice-president shall be elected as provided in paragraph 7 below. The president shaH prepare an operating budget through the end of the fiscal year, and shall submit such budget, as approved by the Board of Directors, to the membership no later than 90 days after the start12 ofthe fiscal year. The vice-president shall be responsible for programs, shall arrange for meeting facilities, shall keep an inventory of club equipment, and when or if the president is unavailable, shaH carry out the functions ofthe president. 13 The secretary shaH attend all meetings of the members and the Board ofDirectors, and shall record minutes thereof. Minutes of the meetings shall be furnished to directors, and to other members as requested. In the event the secretary is not present at a meeting another person shall be appointed to record minutes. 14 The treasurer is responsible for maintaining the financial records of the club in accordance with common accounting practice. After the election of a new board of directors, the new or ongoing treasurer will have the books audited by an independent accountant. 15 The treasurer shall supervise the receipt, custody, control and expenditure of all assets and liabilities of the club, shaH file tax fonus,16 and shall give bond at club expense. The treasurer shall submit to the membership written financial reports showing the club's financial standing as of March 31 and September 30, and at any other time deemed necessary by the president. Eligibility for Office: In order to be eligible for office, a member must be in good standing at the time of election. ___Nominations and Elections: 1. Elections shall take place at the annual meeting. A nominating committee offive (5) members shall be appointed by the Board of Directors at least sixty (60) days prior to the annual meeting. It shall be the duty of this committee to seek out interested candidates for each office. Upon appointment by the Board of Directors, this committee shall become autonomous and its report not subject to review or approval by the sitting board. The nominating committee shall report directly to the membership at the meeting preceding the annual meeting Nominations from the floor may also be made at the meeting preceding the annual meeting. Notice of those nominated for office shall be sent17 to all members. In addition, nominations may be made from the floor during the annual meeting providing the nominee is present. 12-14 Proposed by Jim Hall et aI, ratified November 16,2005 15 Proposed by Joan Arnold, ratified February 15, 1988 16 Proposed by Jim Hall et aI, ratified November 16,2005 17 Proposed by Jim Hall et aI, ratified November 16, 2005 Revised as of July 18, 2007 Officers shall be elected by majority vote. Directors shall be elected by plurality vote. Officers and directors shall serve from April 1 of the year of their election through March 31 ofthe following year. 18 In the event that the vice-president, secretary, treasurer, or a director is unable to serve in the case of death, resignation or inability to act, a successor shall be elected by the remaining officers and directors. The elections shall be made subject to the approval of the club membership at the next general membership meeting.

ARTICLE XII
PERSONAL LIABILITY

All persons or corporations extending credit to, contracting with, or having any claim against the club or the Board of Directors shall look only to the funds and property of the club for the payment of any debt, damages, judgement, or decree, or any other money that may otherwise become due and payable to them from the club or the Board ofDirectors, so that neither members of the club, nor the Board of Directors, present or future, shall be personally liable therefore.

ARTICLE XIIl
EMBLEM

ARTICLE XV
MEETINGS OF THE BOARD OF DIRECTORS

Meetings: The Board ofDirectors shall meet as called by the club president or by request of three board members to the club president. Notice of meetings shall be given to all officers and directors at least three days prior to the meeting. Meetings may be held in person or by electronic 21meansQuorum: At all meetings of the Board of Directors, a quorum shall be fifty percent of the members of the board. Voting: No proxies shall be allowed, and all questions shall be decided by ordinary vote of those officers and directors present and voting.

ARTICLE XVI
PARLIAMENTARY AUTHORITY

The provisions of Roberts Rules of order (Revised 1(81) shaH govern the membership and board meetings in all cases in which they are applicable and in which they are not inconsistent with the by-laws or special rules of this organization.

ARTICLE XVII
POLICIES AND PROCEDURES

The Board ofDirectors shall develop and maintain published trip policies and procedures, and other policies and procedures as required for the operation of the club. Creating or modifying published club policies and procedures shall require 2/3 favorable vote by the complete board of directors. Making exceptions to published club policies and procedures shall require a 2/3 favorable vote by the directors present at a duly held meeting. 23 21 Proposed by Jim Hall et ai, ratified November 16,2005 22 Proposed by Board of Directors, ratified Feb. 6, 1991 23 Proposed by Jim Hall et ai, ratified November 16,2005

ARTICLE XX
AMENDMENTS

These by-laws can be amended by 2/3 ofthe members voting provided the proposed amendment has been advertised in the club newsletter and has been read at two club meetings. The proposed amendment, the author(s), and the meeting date on which it will be presented and voted on will be induded in the newsletter advertisement. Any amendment to the original amendment has to be relevant to the original amendment (ref. Section 10 ofRobert's Rules of Order, revised 1981). The author(s) may withdraw the amendment at any time if it has not been amended or accepted by the membership. The result of any by-law amendment vote (pass offail) will be published in the next newsletter. 18 Proposed by Sue Chatham, ratified November 14, 1990 19 Deletion proposed by Board of Directors, ratified July 18,2007 20 Proposed by Charlie Ross, ratifted Nov. 14, 1990 Revised as of July 18,2007