Article I – Name and Statements

 

Section 1: Name

The name of this organization shall be known as Skating Club of South Florida, Inc., hereinafter called “the Club” or “the Organization.”  The Club was formerly known as South Florida Silver Blades Figure Skating Club.

 

Section 2: Incorporation

The Club was incorporated under the Laws of the State of Florida on April 11, 1997 as a “non-profit organization” for educational and charitable purposes.

 

Section 3: Headquarters

The Club shall have its headquarters in Pines Ice Arena / 12425 Taft Street; Pembroke Pines, FL  33024.  The mailing address shall be P O Box 162406; Miami, FL  33116-2406.

 

Section 4:  Non-Discrimination Statement

Skating Club of South Florida, Inc. is a non-profit organization committed to provide equal opportunity, and does not discriminate on the basis of sex, race, religion, marital status, age, sexual orientation, national origin or disability.

 

Section 5:  Confidentiality and Privacy Statement

In order to protect the privacy of our members and families, our organization prohibits the dissemination of contact phone numbers, electronic mail (e-mail), or addresses without written consent from the member or parent/guardian if the member is less than eighteen (18) years of age. 

 

The following statement shall be posted on the organization’s website and/or public documents that may contain the names of our members: 

 

“In order to protect the privacy of our skaters and families, our Club prohibits the dissemination of any contact information.  Any attempt to contact a skater should be made via official written request to the Club.  No information will be provided without prior written authorization of the skater, or the parent/guardian if the skater is under eighteen (18) years of age.”

 

Section 6:  Sexual Harassment and Abuse Statement

Skating Club of South Florida, Inc. and U.S. Figure Skating strive to provide a safe environment for its members and to protect the opportunity of its members to participate in our sport in an atmosphere that is free of harassment and abusive practices. The organizations will not tolerate or condone any form of harassment or abuse of any of its members including coaches, officials, directors, employees, parents, athletes, and volunteers – or any other persons - while they are participating in or preparing for a figure skating activity or event conducted under the auspices of the Club and/or U.S. Figure Skating.  Refer to Article XXIV – Sexual Harassment & Abuse, for more details.

 

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Article II – Definitions and Addendums

 

 

Section 1: Acronyms

Skating Club of South Florida, Inc.      

U.S. Figure Skating                 

International Skating Union                                    (ISU)

Ice Skating Institute                                               (ISI)

Professional Skaters Association                            (PSA)

 

Section 2: Seal

The Corporate Seal shall be:  see attachment #A-1

 

Section 3: Logo

The official “Logo” for the organization shall be:  see attachment #A-2

 

Section 4: Slogan

Our slogan shall be:  “Let Our Web Catch Your Skating Dreams”

 

Section 5: Stationary

Official Club Stationary shall consist of printed (including logo) 8.5” x 11” paper and regular size 10 envelopes.

 

Section 6: Terminology

The use of the terms “He” or “His” or “They” refer to “the officer, the member, etc.” and shall not be gender bound.

 

Section 7:  Notice

The term "notice" refers to communication via:  posted sign, mail, electronic mail (e-mail) or phone call.

 

Section 8: Proxy

A Proxy is a power of attorney given by one person to another to represent or vote in his stead; the term also designates the person who holds the power of attorney.

 

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Article III – Purpose

 

The Club has been organized exclusively for educational and charitable purposes.  Among its purpose is to provide skating scholarships to earnest skaters; to encourage the instruction, practice, and advancement of its members in any or all amateur figure skating disciplines.  To encourage good sportsmanship and cultivate a spirit of fraternal feeling among ice skaters, by sponsoring, producing or cooperating in the production of amateur ice shows and/or competitions as may be necessary, advisable, proper, or incidental in the realization of the objects and purposes of the organization, and to carry out the general policies of U.S. Figure Skating.

 

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Article IV – U.S. Figure Skating Membership

 

The Club shall maintain membership in U.S. Figure Skating and conduct its affairs in a manner consistent with the Bylaws of that association.  Members shall conduct themselves in a manner consistent with the codes and ethics as stated by U.S. Figure Skating and the United States Olympic Committee.

 

The Club shall follow the provision of US Internal Revenue Code, Sec. 501 © (3)

 

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Article V – Miscellaneous

 

Section 1: Records

The Club shall keep as permanent records:

Minutes of all meetings of its members and Executive Board of Directors.

Record of all actions taken by the members or Executive Board of Directors without a meeting and of actions taken by a committee in place of the Executive Board of Directors.

Record of all waivers of notices of meetings of members, the Executive Board of Directors or any committee.

 

The Club shall also maintain the following records:

• Appropriate accounting records.
• Articles of Incorporation and Bylaws.
• Board resolutions relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members.
• If any, a list of the names and business or home addresses of its current Directors and Officers.
• Copy of its most recent corporate report delivered to the State.
• Record of its members which permits preparation of a list of the name and address of all members in alphabetical order and, if applicable, by class which shows the number of votes each member is entitled to cast.
• All written communications within the past three (3) years to members.
• All financial statements prepared for periods during the last three (3) years that a member of the Club could have requested under the State law.

Section 2: Inspection and Copying of Club Records

Upon written and reasonable demand, delivered at least five (5) business days before the date on which a member wishes to inspect and copy any of the Club records identified in Section 1 of this Article, a member, their agent or attorney is entitled to inspect and copy such records during regular business hours at the Club’s principal office. The Club may impose a reasonable charge, covering the costs of labor and material, for copies of the documents provided. The charge may not exceed the estimated cost of production and reproduction of the records. A member may also inspect any other records at a reasonable location specified by the Club upon the same terms and conditions.

 

Members entitled to inspect these other records must also meet the following requirements:

• The member must have been a member at least three (3) months immediately preceding the demand.
• The demand must be made in good faith and for a proper purpose.
• The member must describe with reasonable particularity the purpose and the records the member desires to inspect.
• The records must be directly connected with the described purpose.

The rights set forth herein may not be abolished or limited by the Articles of Incorporation or these Bylaws.

 

Section 3: Limitations on Use of Membership List

Unless the Executive Board of Directors gives its consent, the Club’s membership list or any part thereof may not be:

• Obtained or used by any person for any purpose unrelated to a member’s interest as a member.
• Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election by the corporation.
• Used for any commercial purpose.
• Sold to, or purchased, by any person.

Section 4: Financial Statements

Upon the written and reasonable request of any member, the State or U.S. Figure Skating, the Club shall make available its most recent annual financial statements, if any, and its most recently published financial statements, if any, showing in reasonable detail its assets and liabilities and results of its operations.

 

Section 5: Conveyances and Encumbrances

Property of the Club may be assigned, conveyed or encumbered by such Officers of the Club as may be authorized to do so by the Executive Board of Directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the Club shall be authorized only in the manner prescribed by applicable statute.

 

Section 6: Severability

The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provision were omitted.

 

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Article VI – Fundraising

 

The Executive Board of Directors must approve all activities regarding fundraising.

 

Section 1: Funds

All funds obtained as a result of any fundraising activity must be surrendered to either the President or the Treasurer for deposit, in the name of the Club, into the general bank account, unless otherwise specified by the Executive Board of Directors.

 

Section 2: Mandatory Fund Raising Activities

The Club will hold three (3) mandatory funds raisers annually.  The funds obtained during these activities will be used, exclusively, for the payment of the first event entry fee at the following U.S. Figure Skating sanctioned competitions:  U.S. Figure Skating Regional or Sectional Championships or one (1) out-of-state open competition of the member’s choice.

 

Section 3: Fundraising Activities Held by Members – On their own

If such an activity will be held, the member in charge must notify the Executive Board of Directors, in writing at least one week prior to the activity, and by doing so the member acknowledges and agrees that the funds obtained from the activity must be surrendered to the either the President or the Treasurer for deposit into the Club account and, one or more, members of the Executive Board of Directors may be present at the activity, for assessment. 

 

Section 4: Unauthorized Fundraising

No member shall willfully engage in fund raising activities, on behalf of the Club, without prior authorization of the Executive Board of Directors.  If any member/members of the Club engage in any unauthorized fundraising activity, using the name of the Club, he/they will immediately be suspended or terminated from the Club.  Appeal process applies.

 

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Article VII – Membership

 

Section 1: Members

The Club shall have members who are interested in the objects and purposes of the Club and who are registered with U.S. Figure Skating, with voting rights and any other legal rights or privileges in connection with the governance of the Club, in accordance with such provisions and criteria pertaining to qualifications, classification, privileges, application and acceptance of members established from time-to-time by the Executive Board of Directors.  Members of the Club shall be required to abide by, and to conduct themselves in a manner consistent with, the Bylaws, Official Rules, policies, procedures, code of conduct, and code of ethics and principals of ethical behavior of both Skating Club of South Florida and U.S. Figure Skating.

 

Section 2: U.S. Figure Skating / Club Membership

Upon payment of U.S. Figure Skating national dues, members will receive a registration card, and to the first member of each family, a subscription to Skating Magazine, and the current U.S. Figure Skating Rulebook and Directory if the member is a: Professional Member or a skater at the Juvenile level or above.  U.S. Figure Skating / Club Membership dues are payable during the renewal period (June 1 through July 15) of every year. Membership dues are considered past due after July 15, and are subject to a late renewal fee.

 

Section 3: Classes of Membership

The following membership classes are available:

 

Individual Membership will include:

Skaters eighteen (18) years of age or older, who are at the Pre-Preliminary or above levels. The member shall be eligible to vote, hold office, to serve on the Executive Board of Directors, or chair committees.

Standard Family Membership will include:

All skaters under eighteen (18) years of age.  These skaters shall not be eligible to vote, hold office, serve on the Executive Board of Directors, or chair committees.  These skaters become “Individual Members” when they reach eighteen (18) years of age.

At least one parent/guardian from that family who will represent the interests of the above mentioned skaters. More than one (1) parent/guardian may join this class of membership.  However, only one (1) parent/guardian per family shall be eligible to vote, hold office, serve on the Executive Board of Directors, or chair committees.  When the youngest skater in the family becomes eighteen (18) years of age, or when all skaters in the family cease to be club members, the parents may choose to either maintain their status under the “Associate Membership” or fully terminate it.

Professional Membership will include:

Both ineligible and restricted professionals as defined by the current U.S. Figure Skating Rulebook.  Professional members of the Club shall be eligible to vote, participate in committees, and serve as U.S. Figure Skating delegates (representing the professional members), but shall not be eligible to hold office, serve on the Executive Board of Directors, or chair committees.  They may enter into, and take part in all discussions at General Meetings, but may not submit motions.  They may also be requested, by the Executive Board of Directors, to act in an advisory capacity to committees, at Board Meetings, and at General Meetings.  Professional members, who cease to be professionals, as defined by the current U.S. Figure Skating Rulebook, and upon receipt of U.S. Figure Skating amateur status, will automatically become Individual or Associate Members with all rights under that membership class.

Exception:  One member, selected or appointed by the Executive Board of Directors, from this category will serve as “Professional Representative” on the Executive Board of Directors with voting privileges.

Basic Skills Membership or Basic Skills Family Membership will include:

Basic Skills Member - Skaters eighteen (18) years of age, or older, who have not passed U.S. Figure Skating Pre-Preliminary tests.  These skaters shall be eligible to vote, but not to hold office, serve on the Executive Board of Directors, or chair committees.  Basic Skills skaters shall have ice privileges.  The skater may participate on any U.S. Figure Skating sanctioned Competitions that include the Basic Skills portion.  This membership must be upgraded to “Individual Membership” before any U.S. Figure Skating test may be processed.

Basic Skills Family Membership - All skaters in a family, under the age of eighteen (18) who have not passed U.S. Figure Skating Pre-Preliminary tests.  These skaters shall not be eligible to vote, hold office, serve on the Executive Board of Directors, or chair committees.  Basic Skills skaters shall have ice privileges. The skaters may participate on any U.S. Figure Skating sanctioned Competitions that include the Basic Skills portion. This membership must be upgraded to “Standard Family Membership” before any U.S. Figure Skating test may be processed.

At least one parent/guardian who will represent the interests of the above mentioned skaters.  More than one (1) parent/guardian may join this class of membership.  However, only one (1) parent/guardian per family shall be eligible to vote, hold office, serve on the Executive Board of Directors, or chair committees.  This membership must be upgraded to “Standard Family Membership” when the oldest skater in the family passes the U.S. Figure Skating Pre-Preliminary test.

 Second Club Membership will include:

Any skater who have designated any U.S. Figure Skating Club, other than Skating Club of South Florida, Inc., as their “Home” club.  They may participate in all activities of the club, including Test Sessions, at the same fee rate of our home club members.  At least one parent/guardian must join, if the skater is younger than eighteen (18) years of age.  The skater, if eighteen (18) or older, or parent/guardian shall be eligible to vote, but may not be eligible to hold office, or serve on the Executive Board of Directors.  They may join, participate and/or chair committees.

 Associate Membership will include:

Non-skaters, eighteen (18) years of age or older, who are interested in the sport of figure skating and wish to support the Club.  Associate members are eligible to vote, hold office, serve on the Executive Board of Directors, and chair committees. 

 Non-Resident / International Skating Membership will include:

Skaters who live outside of the State of Florida (including international).  One parent must join if the skater is less than eighteen (18) years of age.  The skater, or their parent/guardians, shall not be eligible to vote, hold office, serve on the Executive Board of Directors, or chair committees.  When in the vicinity of any of our affiliated rinks, they may skate during club sessions.

Honorary Membership:

Members under this class may be elected at any meeting of the Executive Board of Directors by voice, or ballot.  Honorary members shall be free from initiation fees, dues, and assessments.  These members, if they are skaters, may represent the Club in exhibitions and skate during club sessions under the same rules governing skating members.  However, they shall not be eligible to vote, serve on the Executive Board of Directors, or chair committees.  They may be requested, by the Executive Board of Directors, to act in an advisory capacity to committees, at Executive Board Meetings, and at General Meetings, but they may not submit motions.

Official written notification will be provided to the member(s) upon acceptance, change of membership class, or termination of their membership.

Section 4: Membership Renewal Period

The membership renewal period shall be from June 1 through July 15 of every year.

 

Section 5: Membership Application

Membership applications shall be made available all throughout the year.  If the membership fees are changed, the updated application shall be made available at least one (1) month prior to the beginning of the membership year.  Membership applications shall be submitted to the Membership Chair directly, or via mail.

 

Section 6: Admit to Membership

A member is entitled to all membership privileges and benefits immediately after the application, along with the respective fees are submitted. 

 

Section 7: Application for Membership after the Renewal Period – New Membership Only

New members joining the Club after the renewal period (June 1 through July 15) shall pay their fees as specified below:

• After renewal period but before December 31                 100% Membership Fee

• From January 1 through June 30                                      50% of Membership Fee

Note: Members joining after December 31 are not exempt from the 100% renewal membership fee during the next renewal period.

 

Section 8: Membership Cards

Membership cards are mailed directly form U.S. Figure Skating headquarters and will contain your name on record, the club’s name, and your official U.S. Figure Skating ID number.

 

Section 9: Readmit to Membership

There may be a Board Meeting to readmit to membership, without the payment of initiation fees, for any former member who has been terminated as provided in Article XIX, Section 2. Such readmission must be ratified by voting of the Executive Board of Directors.  No rejected candidate shall be proposed for reinstatement within six (6) months after the rejection.

 

Official written notification will be provided to the member upon acceptance, or denial, of readmission to membership.

 

Section 10: Termination of Membership

A membership is terminated when:

The member, or the parent/guardian, submits a written resignation to the Executive Board of Directors.  Written resignation should be received at least fifteen (15) days after decision to resign.

The member, or the parent/guardian, fails to pay dues or fees in the allotted time.  A 30-day grace period will be allowed to pay.  During this period the member(s) will receive:

After 15-business days past due: 1^st official written notice

After 30-business days past due: 2^nd official written notice, subject to a late renewal charge.

Within 10 business days of the grace period expiration, member(s) will receive official termination notice in writing.

The member is expelled, as contained in this Constitution and Bylaws.

Note:  When a member belongs to the Standard Family Membership or Basic Skills Family Membership, only the specified member is expelled, not the family group in its entirety.

 

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Article VIII – Dues, Fees, and Assessments

 

Section 1: Membership Fees

It shall be in the power of the Executive Board of Directors to assess and modify membership fees as necessary, to offset any changes in membership dues to U.S. Figure Skating.  In the case that the fees change, the new fees shall be made available via mail, e-mail, signs at the affiliated rinks, or posted on the website at least one (1) month prior to the beginning of the new membership year.  All members in the current skating season shall pay U.S. Figure Skating / Club membership dues in full at the beginning of the new membership year, unless a payment plan is set/offered by the Executive Board of Directors.

 

Section 2: Membership Renewal Late Fee

Membership renewals after the renewal period (June 1 through July 15) are subject to a ten dollars ($10.00) late fee.

 

Section 3: Club Ice Fees

The ice fees for the regular Club sessions shall be such as the Executive Board of Directors shall determine, annually, to suit existing circumstances.  If not paid on an annual basis, the ice fees are due and payable as stated on the membership application for the current skating season.  Following a thirty (30) day grace period, with proper written notification, the Treasurer will rescind Club privileges from a delinquent club member.

 

Section 4: Additional Assessments

The Executive Board of Directors shall have the power to levy additional assessments as they may decide in any year upon every member of the Club.  The membership shall be notified in writing, or by poster, of such assessment and the notice must clearly state the specific purpose for which the assessment has been made.  Such levy or assessment cannot validly be made without the consent of the majority of the voting members of the Club.

 

Section 5: Arrears for Dues

Any member in arrears for dues, or other indebtedness, shall be notified by mail, by the Treasurer, at his last known mailing address.  If the amount is not paid in full within one (1) month thereafter, the Treasurer shall report the name of the delinquent member to the Executive Board of Directors at their next meeting.  The Executive Board of Directors may drop from the membership roll the name of any delinquent member.  A member dropped from the roll for non-payment of dues, or other indebtedness, may upon payment of dues be reinstated to full membership.

 

Section 6: Arrears for Dues Restrictions

Each member is responsible to keep fees and membership dues current.  Any delinquent member shall be considered “not in good standing” with the Club and U.S. Figure Skating, and will not be entitled to the privileges of tests, competitions, carnivals, exhibitions, or receive a letter of sanction in activities with other clubs.  No member in arrears for dues or other indebtedness to the Club shall be eligible to hold office or be entitled to vote.  Member who are “not in good standing” are also reported to U.S. Figure Skating.

 

Section 7: Payment Methods

All payments made to the Skating Club of South Florida shall be made in cash, money order or personal check. 

 

Section 8:  Returned check Fees

Personal checks that are returned from the bank will be charged a twenty-five ($25.00) dollars fee.  Two (2) returned personal checks will result in automatic suspension of check payment privileges, and any further monetary transactions will be conducted on cash or money order basis only.

 

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Article IX – Entry Fees Refund Benefit

 

Section 1:  Sunshine State Games

The Club does not pay entry fees for club members attending the Florida Sunshine State Games based on the fact that, even though this competition follows U.S. Figure Skating guidelines, during this event the skaters are representing the City they reside in, not the Club.  

 

Section 2:  U.S. Figure Skating Regional Competition

The Club will pay the entry fee for those home club members at the Juvenile, Intermediate, Novice, Junior, and Senior levels attending the U.S. Figure Skating Regional Competition.

 

Section 3:  U.S. Figure Skating Adult Sectional Competition

The Club will pay the entry fee for those home club members attending U.S. Figure Skating Adult Regional Competition.

 

Section 4:  U.S. Figure Skating Synchronized Skating Sectional Competition

The Club will pay the entry fee for the Synchronized Team attending U.S. Figure Skating Synchronized Skating Sectional Competition.

 

Section 5: Out-of-State Open Competition

Instead of the Florida Sunshine State Games, the club will pay for the first event entry fee at an Out-of-State Open Competition, of the member’s choice, which must be sanctioned by U.S. Figure Skating.  This will encourage members not to isolate their competitive skating events only to the State of Florida.

 

Section 6:  Refund

Members must submit, no later than one (1) week before the posted deadline on the entry form, a copy of the entry form and copy of the check/money order paying for the total of entry, in order to receive the refund for the total of the entry fee portion covered by the Club.

 

All entries will be confirmed with the respective competition organizing committee.

 

Upon return from the competition, the member must submit proof that he attended the competition.  The Club will not refund entry fees for those members who, intentionally, did not attend the respective competition, for reasons other than health or family emergency.

 

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Article X – Officers and Executive Board of Directors

 

Section 1: Officers

The Officers shall be President (also referred to as the Chief Executive Officer), Vice-President, Secretary, Treasurer and Ex-Officio.  The offices of the Treasurer may be combined with any office, other than the President.  All officers must be current and in-good-standing members of U.S. Figure Skating who have designated the corporation as their home club.

 

The four (4) officers of the Club shall be elected every year during the month of April with the exception of the Ex-Officio which is occupied by the immediate past President.

 

Section 2: Executive Board of Directors

The Executive Board of Directors shall be composed of the five (5) officers of the Club and three (3) members of the Club as follows: one (1) skater’s representative, one (1) parent’s representative, and one (1) professional’s representative, to be appointed by the elected officers.

• Number of Directors:  The number of directors of the Club shall be as determined by the Executive Board of Directors from time-to-time.

• Change in Number of Directors:  Any action of the Executive Board of Directors to increase or decrease the number of directors, whether expressly by resolution or by implication through the election of additional directors, shall constitute an amendment of these Bylaws effecting such increase or decrease, and, therefore, shall require approval of the majority of voting members as referred to in these Bylaws.

Section 3: Voting Privileges

The Executive Board of Directors will maintain their voting privileges for club purpose decisions made by voting, with the exception of the Executive Board of Directors Election,” where they will only vote if there is a tied result, or the specific member is not running for re-election.

 

Exception:  The Ex-Officio and the three (3) Representatives maintain their voting privileges during the Executive Board of Directors Election.

 

Section 4: Compensation

Directors shall not receive compensation for their services as such, although the reasonable expenses of Directors for attendance at board meetings may be paid or reimbursed by the Club.  Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Club in any other capacity.

 

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Article XI – Duties of the Officers

 

Section 1: President

It shall be the duty of the President to preside over all meetings of the Club and the Executive Board of Directors.  He shall be responsible for the entire supervision and management of the Club and its property subject, however, to the ratification of the Executive Board of Directors.  He shall have the power to suspend any member for violating the rules and regulations of the Club, pending ratification from the Executive Board of Directors, and the power to call Special Board Meetings and Club meetings.  The President, and the Secretary, shall sign all agreements and contracts made by the Club, upon approval of the Executive Board of Directors.  He shall cosign checks with the Treasurer in the name of the Club.  He shall perform any other duties usually pertaining to the office of President.  The President also handles all aspects of grievance (appeal) procedures, including assembling the grievance committee and running the grievance hearings, unless otherwise decided by the Executive Board of Directors.

 

Section 2: Vice-President

It shall be the duty of the Vice-President to assist the President in the discharge of his duties and, in his absence, officiate in his stead.  In the event that the President’s office becomes vacant, the Vice-president automatically becomes the “Interim President” for the remainder of the unexpired term, until a new President is selected at the next election.  The Vice-President is considered to be President-elected if it is the desire of the Executive Board of Directors to promote this person from the vice-presidency to the presidency in the succeeding term.

 

Section 3: Secretary

The Secretary shall keep the minutes of all meetings of the Executive Board of Directors and the Club, and conduct the correspondence of the Club, giving notice to the members, by mail, e-mail or phone call, at least two (2) weeks before “Mandatory Meetings,” and at least one (1) week before “Special Meetings.”  He shall co-sign, along with the President, all agreements and contracts made by the club.  He shall perform other duties of the Secretary as assigned by the Executive Board of Directors.

 

Section 4: Treasurer

The Treasurer shall have charge of the funds of the Club and shall keep accurate and up-to-date record of all account (acts. receivable, acts. payable).  He shall collect and receive all dues and other monies, and render a written report when requested by the President or the Executive Board of Directors.

• All funds shall be deposited in the name of the Club, in a bank approved by the Executive Board of Directors.
• Deposits to the bank account may be made by the President, or other dully assigned officer provided that a “cash remittance report” form is filed (along with copies of the checks deposited) and the deposit receipt issued by the bank are surrendered to the Treasurer for record.
• The Treasurer shall pay the annual dues of the Club to U.S. Figure Skating. 
• All disbursements shall be made by check and signed by the President and the Treasurer, or another designated officer or member of the Executive Board of Directors.
• Exception to check disbursements:  Only transactions with U.S. Figure Skating, and transactions dully approved for club activities, may be charged via electronic payment or Visa Check-Card, as follows:
  1. President – Any transaction with U.S. Figure Skating, or dully approved.
  2. Treasurer – Any transaction with U.S. Figure Skating, or dully approved.
  3. Test Chair – Only test registrations.
  4. Membership Chair – Only membership registrations.
• All electronic or Visa Check-Card transactions receipts must be surrendered to the Treasurer for record.
• The Treasurer shall not withdraw current funds, or other funds / investments earned in a prior year, from the Club’s bank account; except upon the approval of the Executive Board of Directors.

He shall prepare a six (6) month financial report; a budget for presentation at the Annual Meeting, and prepare an annual financial report to the accountant for preparation of all end-of-year filings to all government agencies, where and when required by law.

 

The Executive Board of Directors has the power, whenever they deem it necessary, to appoint an “acting treasurer.”

 

Section 5: Ex-Officio

The immediate past President automatically becomes the Ex-Officio officer.  This officer is also considered the Parliamentarian and/or Historian.  He shall assist in preserving order as the President may direct.  On large meetings this officer may have charge of arranging the physical area where the meeting is being held.  He also serves as a "point-of-reference" on parliamentary procedure using the Robert's Rules of Order.

 

Section 6: Representatives to the Executive Board of Directors

These representatives: one (1) for skaters, one (1) for parents, and one (1) for professionals.  Will be appointed by the elected officers and will represent their respective groups in all matters related to the Club.

 

Section 7: Signature Authority

Only the four (4) officers of the Executive Board of Directors, the Membership Chairman, and the Test Chairman or other dully assigned officer have the authority to sign Membership Status Certificates, Test Authorizations, and/or certification for competitions as follows:

• President, Vice President, Secretary and Treasurer – All
• Test Chair – Test Authorizations
• Membership Chair – Certification for competitions.

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Article XII – Powers and Duties of the Executive Board of Directors

 

Section 1: Authority

The President, as the Chief Executive Officer shall have the entire authority in the management of affairs and finances of the Club, including assessment of dues, and shall have general control of all its property, however subject to the ratification of the Executive Board of Directors.  All rights and powers, connected therein, shall be vested in them.

 

Section 2: Rules

The President, subject to the ratification of the Executive Board of Directors, shall make policies, rules, and procedures as deem proper respecting the management, affairs, and the use of any Club property.  Prescribe rules for the admission of guests, 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 3: Appropriations

The Executive Board of Directors shall make all appropriations from the funds of the Club.

 

Section 4: Audit

They shall audit the records of the Vice-President, Secretary, Treasurer, and committees.

 

Section 5: Indebtedness

They shall have the power to limit the indebtedness of a member of the Club to the Club.

 

Section 6: Size of Membership

The Executive Board of Directors may establish the size of membership for the Club.

 

Section 7: Suspend or Expel

The President and/or the Executive Board of Directors shall have the power to suspend or expel any member for violations of the Constitution and Bylaws, or for conduct which they shall deem improper.  No member shall be expelled or suspended for longer than thirty (30) days without a hearing.

 

Section 8: Drop and Reinstate to Membership

The Executive Board of Directors may drop from the membership roll any delinquent member, and also reinstate such member as hereinafter provided.

 

Section 9: Standing Committees

They shall appoint all standing committees with full authority over them, except as prohibited by the Nonprofit Law.  They shall appoint such other committees as shall seem to them necessary.

 

Section 10: Removal or Vacancies - Standing Committees

The President and/or the Executive Board of Directors (by a majority vote of the whole Board) may remove or reappoint any Committee Chair, or member in any of the standing committees.  If a Standing Committee or Special Committee Chair position becomes vacant, the President and/or the Executive Board of Directors shall appoint a Club member for the unexpired term.

 

Section 11: Expenditures and Revenue – Fiscal Year Budget

They President and the Treasurer shall prepare and submit, for the first Executive Board of Directors Meeting, a program of anticipated expenditures for the coming year together with proposal of sources of revenue to meeting same.

 

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Article XIII – Standard of Conduct for Directors and Officers

 

Section 1: General

Each Director and Officer shall perform their duties as a director or officer, including without limitation their duties as a member of any committee of the Board, (i) in good faith, (ii) in a manner the Director or Officer reasonably believes to be in the best interests of the Club and (iii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A Director or Officer, regardless of title, shall not be deemed to be a trustee with respect to the Club or with respect to any property held or administered by the Club including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.

 

Section 2: Reliance on Certain Information and Other Matters

In the performance of their duties, a Director or Officer shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the designated persons. However, a Director or Officer shall not be considered to be acting in good faith if the Director or Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

 

The designated persons on whom a Director or Officer are entitled to rely are:

• One or more officers or employees of the Club whom the Director or Officer reasonably believes to be reliable and competent in the matters presented.
• Legal counsel, a public accountant, or other person as to matters which the Director or Officer reasonably believes to be within such person’s professional or expert competence.
• A committee of the Executive Board of Directors on which the Director or Officer does not serve if the Director reasonably believes the committee merits confidence.

Section 3: Limitation on Liability

A Director or Officer shall not be liable to the Club or its members for any action the Director or Officer takes, or omits to take as a director or officer, if in connection with such action or omission, the Director or Officer performs their duties in compliance with this Section.

 

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Article XIV – Other Positions

 

Section 1: Membership Chairman

The Membership Chairman is responsible for preparing the “membership packets,” receiving and processing new or renewal memberships.  Keep an up-to-date Membership Roster, and records of the members of the club.  He shall furnish new and current members of the Club with the rules and responsibilities, and provide any updates regarding U.S. Figure Skating membership to the club members.  This office may be charged by any Board member, or any member of the Club selected by voting.

 

Section 2: Test Chairman

The Test Chairman is responsible for the planning, execution and report of U.S. Figure Skating test sessions by obtaining approved U.S. Figure Skating judges, setting deadlines to receive applications and payments, and establishing the time schedule and order of skating, as well as a contingency plan and any other priorities to be followed by the skaters before, during and after the test session.  This office may be charged by any Board member, or any member of the Club selected by voting.  Report of the test results to U.S. Figure Skating shall be done within the following twenty-one (21) days after the test session.

 

Section 3: U.S. Figure Skating Delegates

Delegates to the Governing Council must be registered members and be otherwise eligible in accordance with the Official Rules of U.S. Figure Skating.  They shall be appointed or elected annually along with the Executive Board of Directors, to serve for one (1) year or until their successors are appointed or elected.  The number of delegates per club is based on the total number of registered members of the Club.  These delegates shall be the sole representative between the Club and the Association, and shall attend the Association’s Meetings either in person or by proxy.   The Club Secretary shall inform the Association’s Secretary, in writing, of the name and the address of the elected Delegates by submitting a certificate of appointment.    The Board may, as it sees fit, pay the traveling expenses of the Delegates to the Association’s Meetings.

 

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Article XV – Conflicts of Interest

 

Section 1: Definition

“Conflicting interest transactions" means a contract, transaction, or other financial relationship between:

• The Club and a Director of the Club.
• Between the Club and a party related to a Director.
• Between the Club and an entity in which a Director of the Club is a director or officer or has a financial interest.
• A "party related to a director" means a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling.
• An estate or trust in which the Director or a party related to a Director has a beneficial interest.
• An entity in which a party related to a Director is a director, officer, or has a financial interest.

Section 2:  Procedure / Action / Disclosure

No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by a member or by or in the right of the Club, solely because the conflicting interest transaction involves a Director of the Club or a party related to a Director or an entity in which a Director of the Club is a director or officer or has a financial interest or solely because the Director is present at or participates in the meeting of the Club’s Executive Board of Directors or of a committee of the Executive Board of Directors that authorizes, approves, or ratifies the conflicting interest transaction or solely because the Director’s vote is counted for such purpose if:

• The material facts as to the Director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Executive Board of Directors or the committee, and the Executive Board of Directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum.
• The material facts as to the Director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon.
• The conflicting interest transaction is fair as to the Club.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Executive Board of Directors or of a committee, which authorizes, approves, or ratifies the conflicting interest transaction.

 

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Article XVI – Indemnification

 

The Club shall indemnify any Director, Officer or agent of the Club to the fullest extent permitted by the Nonprofit Law and any other applicable laws of the State if:

• Such person conducted himself or herself in good faith.
• Such person reasonably believed:

In the case of a director acting in his or her official capacity, that his or her conduct was in the Club's best interests.

In all other cases, that such person's conduct was at least not opposed to the Club's best interests.

• In the case of any criminal proceeding, such party had no reasonable cause to believe his or her conduct was unlawful.

However, the Club may not indemnify a person either:

• In connection with a proceeding by the Club in which the person is or has been adjudged liable for gross negligence or willful misconduct in the performance of the person's duty to the Club.
• In connection with any proceeding charging improper personal benefit to the person, whether or not involving action in the person's official capacity, in which the person was adjudged liable on the basis that personal benefit was improperly received by the person (even if the Club was not thereby damaged).

Any indemnification under this Article (unless ordered by a court) shall be made by the Club only if authorized in the specific case after a determination has been made that the person is eligible for indemnification in the circumstances because the person has met the applicable standard of conduct set forth in this Article and after an evaluation has been made as to the reasonableness of the expenses. Any such determination, evaluation and authorization shall be made by the Executive Board of Directors, by a majority vote of a quorum of the Board, on which quorum shall consist of directors not parties to the subject proceeding, or by such other person or body as permitted by law.

 

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Article XVII – Standing Committees

 

Section 1: Names

The Standing Committees shall be, when advisable:

1.      Benefits Committee

2.      Competitions Committee

3.      Entertainment Committee

4.      Fundraising Committee

5.      Ice Committee

 

Other committees may be added as the Executive Board of Directors may deem necessary.  The Executive Board of Directors, at the first Mandatory Meeting of the season shall appoint them annually.  The Powers and duties of the committees shall be such, as the Executive Board of Directors shall determine.

 

Section 2: Benefits Committee

The Benefits Committee will timely present to the Executive Board of Directors ideas, projects and plans for any possible new benefits, or upgrades to existing benefits, that may be offered to the club membership.

 

Section 3: Competitions Committee

The Competitions Committee shall help the Executive Board of Directors oversee the necessary planning, details and preparations before, during and after of all Club and/or Inter-Club competitions.  This committee is chaired by the President.

 

Section 4: Entertainment Committee

The Entertainment Committee shall present to the Executive Board of Directors ideas for all social entertainment activities hosted by the Club.  They shall plan and take charge of all such activities.  They also work closely and assist the competitions committee in the necessary arrangements to provide food and accommodations for skaters, judges, officials and coaches attending competitions hosted by the Club.  Whenever deemed necessary they will also assist the Fundraising Committee.

 

Section 5: Fundraising Committee

The Fundraising Committee will timely present to the Executive Board of Directors ideas, projects and plans for any fundraising activities.  The committee will only act on activities approved by the Executive Board of Directors.  The Executive Board of Directors shall designate a Director of Fundraising. 

 

Section 6: Ice Committee

The Ice Committee shall make rules for the conduct of Club members during the regular skating sessions.  They shall make arrangements  and divide the ice into sections corresponding to the requirements of the Club.  They shall select and make arrangements for the playing of all music at the Club sessions, entertainments, carnivals, etc.  Rules and regulations shall be approved by the Executive Board of Directors and then posted on the Club’s bulletin board.

 

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Article XVIII – Elections

 

Elections for the Executive Board of Directors and other positions shall happen each year during the month of April.  Their positions become effective on July 1^st for a term of one (1) year.

 

Section 1: Club Officer/Director, Other Positions, and Committee Chairman Positions

Only individual members, parents representing minors in the “Standard or Basic Family Membership” class, or associate members, may hold office, be elected or appointed to the Executive Board of Directors, and/or chair committees. 

 

Section 2: Qualification

Only members, in good standing, may serve on the Executive Board of Directors.  In order to prevent possible "conflicts of interest" members of the Club who are part of the ice rink administration shall not be nominated for Officer/Director, Membership Chair or Test Chair positions.  These members may participate and/or chair committees.

 

Only one (1) Officer or Director Position per family is allowed regardless of membership class.

 

Section 3: Nominations

Nominations may be made via a nomination form, directly from the floor, or by a nominating committee of three (3) appointed by the Executive Board of Directors.  The nominee must confirm acceptance of the nomination before the nominations deadline.  If the nominee does not confirm acceptance of the nomination on or before the nominations deadline, the name will be removed and considered as “never been nominated.”

 

Section 4: Nominations and Elections Committee

The Nominating Committee shall consist of one (1) member of the Executive Board of Directors and three (3) members from the general membership.

 

Section 5: Method of Election

Voting must be made by ballot.  Only the names of nominees presented and confirmed, by the date nominations are closed, will be included in the official election ballot.

 

Section 6: Voting Rule

Only one (1) vote per individual member is allowed.  Only one (1) vote per family is allowed.  Voting twice is considered fraud.  Any member caught voting twice may be subject to termination/expulsion.  Proxy voting is not allowed on the Executive Board of Directors Election.

 

Section 7: Method of Voting

Voting for the members of the Executive Board of Directors election must be made by selecting the name of any of the candidates in the ballot, only one candidate per position shall be selected, and those candidates receiving the greatest number shall be elected.

 

Section 8: Absentee Ballot

Any member eligible to vote who cannot attend the meeting of the election because of illness or for business reasons, may cast his vote by a sealed absentee ballot.  The voting member must sign the ballot.

 

Section 9: Tied Results

If a tie occurs a revote may be taken if more than two (2) nominees are running for election.  If only two (2) nominees are running for election, then the Executive Board of Directors will vote as stated in Article X, Section 3.

 

Section 10: Term of Office - Definition

A “Term” shall be defined as one (1) year.  An officer or director shall not charge an office for more than three (3) consecutive terms.

 

Exception:  An officer may charge his office for longer than three (3) terms if no nominations exist, or no other members are willing to run for office, by the nominations deadline.  In this case the officer is deemed as “officer elected.”

 

Section 11: Vacancies

If a Director position (other than the President) becomes vacant, The President, subject to the ratification of the Executive Board of Directors shall appoint another officer or a club member to fill the position, for the remainder of the unexpired term, until the next election at which time a successor shall be elected. 

 

Section 12: Removal

Any Officer or Director may be removed from office, by the unanimous vote of the rest of the Executive Board of Directors at a special meeting called for this purpose only.

 

Section 13: Board Member Limitations

The Office of the Board Member shall be “Ipso-facto” vacated if:

He is found to be mentally incapacitated.

He is convicted of a felony.

By notice in writing, to the Club, he resigns to the Office.

 

Section 14: Records

The Secretary shall preserve the records of an election for at least one (1) fiscal year.

 

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Article XIX – Club Meetings

 

Section 1: Meetings

The President or at least three (3) members of the Executive Board of Directors may call a Board Meeting at any time.  The President or any three (3) members of the Executive Board of Directors may also call a “Special Meeting” provided that written notice is sent to all members of the Executive Board of Directors, at least seven (7) days prior to the meeting.  The notice shall state the date of the meeting, purpose for the meeting being called, and the names of the members requesting the meeting.  The Executive Board of Directors shall meet at least once every month, during the skating season, with no less than nine (9) meetings during the calendar year.  Meeting dates, location and time shall be pre-selected by the Executive Board of Directors at the first meeting of the skating season or calendar year, whichever preferable.

 

Section 2: Date and Time

The members of the Club are to have at least three (3) Mandatory Meetings each year.  One (1) of these meeting shall be held within one (1) month of the opening of the skating season in the Fall and the last within one (1) month of the closing of the skating season in the Spring.  The Executive Board of Directors shall set up date and Time at least one (1) month prior to the first Mandatory Meeting.  Failure to hold an annual meeting shall not work a forfeiture or dissolution of the Club or invalidate any action taken by the Executive Board of Directors.

 

Section 3: Location

Club meetings shall be held at the Club headquarters or other suitable facility.

 

Section 4: Notice

Notice of Mandatory and/or Special Meetings shall be provided by the Secretary, to every member, at least two (2) weeks in advance of the first, and at least one (1) week in advance of the latter.  Signs shall be posted, at each home rink for the same length of time.

 

Section 5: Special Meetings

The Secretary shall call a Special Meeting at the direction of the President, the Executive Board of Directors, or upon written request of ten (10) voting members who are in good standing.

 

Section 6: Special Meetings Limitation

No old or new business shall be transacted at a Special Meeting other than that of which notice is given.

 

Section 7: Quorum

At Executive Board of Directors meetings, the presence of no less than one half (1/2) of the board members in person shall constitute a quorum.  Quorum at Mandatory and/or Special Meetings shall consist of fifteen percent (15%) of the voting members of the Club in person, including the Executive Board of Directors.

 

Section 8: Presiding Officer

The President, or the Vice President in the President’s absence, inability or refusal to act, shall preside over all Executive Board of Directors, general, or special meetings.

 

Section 9: Rules of Order at Meetings

The rules contained in Robert’s Rules of Order, Newly Revised most current edition, shall govern meetings in all instances in which they are applicable and in which they are not inconsistent with these bylaws.

 

Section 10: Telephonic or Electronic Special Meetings of the Executive Board of Directors

The Executive Board of Directors, in the case of a special meeting of the Board, may use the phone, ICQ, America Online Instant Messenger, or MSN Messenger to hold such meeting.  Decisions made during such a meeting must be confirmed by each member via e-mail (see procedure under Section 14 of this article).

 

Section 11: Waiver of Notice

Whenever any notice is required to be given by law, or under the provisions of the articles of incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

Section 12: Voting on BOD Meetings, General Meetings or Special Meetings

Regular voting decisions shall be decided by simple majority of the voting members present.  See Section 15 of this article for Proxy rules regarding voting.

 

Section 13: Voting via Electronic Mail (E-mail) - Executive Board of Directors Only

If a voting decision is required, before the next scheduled Executive Board of Directors meeting, the members of the board may cast their vote via electronic mail (E-mail).

 

Section 14: Procedure for Electronic Mail (E-mail) Voting – Executive Board of Directors Only

Message must be sent to the Secretary or President with the following note on the subject area:  Electronic Vote

Specify the issue or item you are voting on.

Specify your vote by stating either YES or NO

Print a copy of your e-mail and keep it for your records.  All electronic votes will be ratified at the next Executive Board of Directors meeting.

 

Section 15: Presumption of Assent – Executive Board of Directors Only

A Director who is present at a meeting of the Executive Board of Directors is deemed to have assented to all action taken unless:

• The Director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meting and does not thereafter vote for or assent to any action taken.
• The Director contemporaneously requests that the Director’s dissent or abstention as to any specific action taken be entered in the minutes.
• The Director causes written notice of the Director’s dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment or by the Club promptly after adjournment.

The right of dissent or abstention is not available to a Director who votes in favor of the action taken.

 

Section 16: Action without a Meeting – Executive Board of Directors Only

Any action required by law to be taken at a meeting of the Executive Board of Directors, or any other action which may be taken at a meeting of Directors may be taken without a meeting if every member of the Board in writing either:

• Votes for such action.
• Votes against such action.
• Abstains from voting and waives the right to demand that action not be taken without a meeting.

Action is taken only if the affirmative votes for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the Directors then in office were present and voted.  The action shall only be effective if there are writings, which describe the action, signed by all Directors, received by the Club and filed with the minutes.  Any such writings may be received by electronically transmitted facsimile or other form of wire or wireless communication providing the Club with a complete copy of the document including a copy of the signature.  A Director’s right to demand that action not be taken without a meeting shall be deemed to have been waived if the Club receives a writing satisfying the requirements hereof that has been signed by the Director and not revoked as provided below.  Actions taken shall be effective when the writings set forth a different date.  Any Director who has signed writing may revoke it by a writing signed, dated and stating the prior vote is revoked.  However, such writing must be received by the Club before the last writing necessary to effect the action is received.  All such actions shall have the same effect as action taken at a meeting.

 

Section 17: Proxies – General Meetings

(See definition for “Proxy” on Article II, Section 8)

Spouses can be proxies, for individual members, and vote.

For Officers and/or Directors:  Spouses can be proxies at meetings, but only the officer/director may cast a vote. 

Officers or Directors may designate another officer/director to be their proxy and cast their vote.

Notice of proxy designation may be made via phone, e-mail or written notification to the Secretary or President.

 

Section 18: Action without a Meeting – Members

By Unanimous Written Consent:  Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing (or counterparts thereof) that sets forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof and received by the Club. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the members. Action taken under this Section is effective as of the date the last writing necessary to effect the action is received by the Club, unless all of the writings specify a different effective date, in which case such specified date shall be the effective date for such action. The record date for determining members entitled to take action without a meeting is the date the Club first receives a writing upon which the action is taken. Any member who has signed a writing describing and consenting to action taken pursuant to this Section may revoke such consent by a writing signed by the member describing the action and stating the member’s prior consent is revoked, if such writing is received by the Club before the effectiveness of the action.  All signed written instruments necessary under this provision shall be filed with the minutes of the membership meetings.

By Written Ballot:  Any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the Club delivers a written ballot to every member entitled to vote on the matter. The written ballot shall:

Set forth each proposed action.

Provide an opportunity to vote for or against the proposed action.

 

Approval by written ballot shall only be valid when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

 

All solicitations for votes by written ballot shall:

Indicate the number of responses necessary to meet the quorum requirements.

State the percentage of approvals necessary to approve each matter other than election of directors.