Berkeley Ski Club Constitution

Section 1 Name. The name of this club shall be: The Berkeley Ski Club, Incorporated, a non-profit corporation.

Section 2 Purposes. The purposes of the club are to: 1) Increase members' enjoyment of skiing and other mountain sports, 2) promote good fellowship among members, 3) promote the sport of skiing and other mountain sports, and 4) own and maintain a club lodge.

Section 1 Requirements. The membership shall be limited to persons 21 and over who are interested in skiing or other mountain sports. The categories of membership shall include Member, Inactive Member, and any other category as established by the Board. A member shall pay an annual dues and fees as described below.

Section 2 Maintenance Requirements. The Board of Directors shall set up qualifications for maintaining membership in the club. Those qualifications shall include participation in club activities and governance.

Section 3 Membership Rescission. Membership may be rescinded for misconduct, failure to obey club rules, refusal or failure to accept or perform assigned tasks, or for the good of the organization. Membership may be rescinded by a 2/3 vote of the Board of Directors in which a quorum is present.

Section 4 Fees. Club membership fees, annual dues, lodge rates, assessments as necessary, and reinstatement fees may be set yearly by the Board of Directors. If no schedule of fees is submitted to the membership by the Board of Directors prior to the membership meeting in October, the previous year's schedule shall remain in effect. Assessment fees may be set as necessary any time during the year.

Section 5 Dues Deadlines. The annual dues shall be payable by October 15. Members who have not paid their current year's dues or have past-due club debts by November 15 shall be dropped from the membership rolls and lose all rights and privileges. They must reapply for membership and pay all past-due club debts to again become members.

Section 6 Inactive Membership. Inactive membership must be requested of the Board in writing by November 15 and must be renewed on a yearly basis.  Inactive members are required to pay  Inactive member dues. The rights and obligations of Inactive Members are set by the Board.

Section 1 Scheduling. Scheduling of Meetings of the general membership and meetings of the Board of Directors are determined and voted upon by the Board of Directors. There shall be no fewer than four (4) meetings of the general membership and no fewer than six (6) meetings of the Board of Directors per fiscal year.

Section 2 Conduct. The Board of Directors may establish rules regulating the conduct of meetings. In the absence of such rules, Roberts' Rules of Order shall be followed.

Section 3 Membership Review of Board Motions. All motions passed by the Board of Directors are subject to reversal or amendment by vote of a majority of the membership at any General Meeting in which a quorum is voting. (A quorum for these purposes is one-third (1/3) of the membership).

Section 1 Board elected positions. At the membership meeting in April, the following positions shall be voted upon and elected:

1. President
2. VP Membership
3. VP Recruiting
4. Lodge Maintenance Manager
5. VP Social
6. Treasurer
7. Recording Secretary
8. Newsletter Editor

The election shall be conducted by the presiding officer (President or President’s designee). A majority vote of the members present plus properly cast absentee ballots shall constitute an election. The newly elected officers shall take their positions at a joint Board meeting to be held in May.

Section 2 Position Splitting. Up to two members may choose to run jointly for a single Board position.  If elected, the two members shall each be responsible for all the duties of that position, and may agree between themselves how to divide the duties, with the approval of the rest of the new Board. Any compensation or concession offered to Board members shall be split between the two as they agree, with the approval of the rest of the new Board. Each of the two shall be Board members for purposes of quorum and voting.

Section 3 Board of Directors Composition. The Board of Directors shall consist of the persons being elected to the positions listed above, plus the Prior Year President, or his/her designee from the prior board made at or before the May joint Board meeting. The title of the additional Board members can be changed from time to time by vote of the Board. The Board of Directors may establish club policy, adopt club rules, schedule and arrange club events.

Section 4 Position Descriptions. The duties of each position shall be those customarily assigned to such positions. The President shall also be Chairperson of the Board of Directors. Typical duties for each position on the Board are described below.

1. President. The President leads the club, creates activities calendar and meeting agendas, and envisions and pursues the club's future and well-being.
2. VP Membership. Receives and records checks and vouchers from members for lodge stays, dues, voucher payments, and work week, service requirement and late fees. Records completion of work weekends and volunteer contributions. Maintains and updates all membership information.
3. VP Recruiting. VP Recruiting responds to all membership inquiries and tracks the Prospective, Wait List and New Member progress in completing requirements.
4. Lodge Maintenance Manager. Supervises all repairs to the lodge, interfaces with outside repair/maintenance contractors, and organizes Work Weekends.
5. VP Social. The VP Social plans the General Meetings. VP Social also help to organize additional events and activities held throughout the year.
6. Treasurer. The Treasurer is responsible for managing the club's money. The treasurer keeps accurate accounting of income and expenditures and facilitates the annual budget process. The treasurer's records are open to inspection by any board member at any time.
7. Recording Secretary. The Recording Secretary takes the minutes of the board meetings, and after verifying accuracy, disseminates to membership.
8. Newsletter Editor. The Newsletter Editor is responsible for preparing and sending out the  Newsletter to all active and non-active members, based on articles and pictures submitted by members, in addition to publishing the Club’s activities calendar and list of current members filling Board and Appointed positions.
9. Prior-Year's President. The Prior-Year President ensures continuity of BSC board activities after new board members are elected. He/she provides support to the newly elected president and other board members and helps to run the meetings and manage projects.

Section 5 Authorized Agents of Board. Officers and agents specifically authorized by the Board of Directors may, in the name of and on behalf of the Club, enter into contracts that are specifically authorized by the Board. Without the express authorization of the Board, no officer of the Club or agent may enter into any contract in the name of, or on behalf of, the Club.

Section 1 Appointed Positions. The Board of Directors shall appoint such additional positions as are required to conduct the activities of the Club.  The Board shall set the duties, terms, and benefits of each appointed position.

Section 1 Membership Meeting Quorum. Twenty percent of the members of the Club shall constitute a quorum at a general membership meeting. Exception to this quorum applies to Club dissolution; upon dissolution or merger, the provisions of Article X override this article.

Section 2 Board of Directors Meeting Quorum. A majority of the members of the Board of Directors shall constitute a quorum at a Board meeting. Video/voice telecommunication may be used to be present by as many as two board members. All issues before the Board of Directors shall be decided by a majority vote of the Board Members present provided there is a quorum present.

Section 3 Board Meeting Tie Vote. In the case of a tie vote of the Board, the President may cast an additional vote to break the tie.

Section 4 Voting Requirements. All issues before the membership shall be decided by a majority vote of the members voting provided there is a quorum voting, except those issues provided for under Article II Section 3 Membership Rescission, Article III, Section 3 Membership Review of Board Motions, Article X Section 1 Dissolution Voting Requirement, Article XI Section 2 Constitution Amendment Voting Requirements, and Article XII Section 2 New Constitution Voting Requirements.

Section 5 Proxy Voting. Any member is entitled to vote with respect to a matter requiring the vote or consent of the Members and may cast his/her vote and appear at a meeting in person or by executing and filing with the Corporation a written proxy designating as proxy either a Member’s Spouse or another Member with voting rights. Proxies accepted by the Corporation shall comply with California law.

Section 6 Absentee Voting. The Board and Corporation shall be entitled to use Absentee ballot voting by members.

Section 7 Electronic Notice, Ballots and Proxies. The Board and the Corporation shall be entitled to use electronic means of delivery and receipt for all ballots, waivers and proxies to the maximum extent permitted by law.

Section 1 Board Indemnification. The Club shall indemnify its Board Members and those holding Appointed Positions to the extent allowed by and in the manner provided by Cal. Corp. Code § 7237.

Section 1 Vacant Positions. All vacant positions of the Club shall be filled by an election at the first membership meeting following the announcement of such vacancy. Nominations for such vacant positions shall be made from the floor at the election meeting.

Section 1 Budgets. Officers and committees shall present annual budgets to the Board of Directors. The Board of Directors shall present to the membership at the membership meeting in October an annual projected budget for approval.

Section 2 Spending Authorization. Committee chairpersons or persons submitting budgets are authorized to spend up to amounts stated for line items in approved budgets unless restricted by the Board of Directors. Non-budgeted expenditures or allocations up to $200.00 may be authorized by the President. Emergency expenditures over $200.00 are subject to subsequent approval by the Board of Directors.

Section 3 Reports. The treasurer shall give financial status reports at any membership or Board meeting as requested. The outgoing treasurer shall prepare a comparative balance sheet of the just completed fiscal year vs the previous year. A copy of this balance sheet shall be provided to the membership one week prior to the October meeting. The  treasurer shall present this balance sheet at the October meeting.

Section 4 Inspection and Audits. The Board of Directors may inspect the Treasurer's books at any mutually agreeable time and place. An audit of the Club’s financial information shall be made when requested by a membership vote.

Section 5 Fiscal Year. The fiscal year is from July 1 to June 30.

Section 1 Dissolution Voting Requirement. The Club may be dissolved upon a 2/3 affirmative vote of the total membership. Notice of the vote on the proposed dissolution shall be given at least one week and not more than three weeks prior to the meeting. Balloting may be by mail or in person for dissolution.

Section 2 Disbursements. Upon dissolution, it is the intent of the Club that the assets of the Club shall be disbursed in the following order:

1. payment of taxes,
2. payment of secured loans,
3. payment of unsecured loans,
4. payment of general creditors,
5. payment of lodge membership fee,
6. distribution of the remaining assets to nonprofit organizations of the memberships' choice; and that such distribution shall be in accordance with all state and Federal statutes.

Section 1 Proposing Amendments. An amendment to the Constitution may be proposed by any member. The Board of Directors shall consider the amendment, publish, and distribute it to the membership with their recommendation and the notice of the time and place where the vote will be taken. Such information shall be disseminated at least one month prior to the next membership meeting, at which meeting a vote on the amendment shall be taken.

Section 2 Constitution Amendment Voting Requirements. An amendment to the Constitution may be adopted by a 2/3 affirmative vote of the members voting at a membership meeting for which notice of the proposed vote on the amendment has been given as provided for above, provided that the affirmative vote shall be at least 1/3 of the total membership.

Section 1 Committee. When so directed by a majority vote of the members present at a membership meeting, provided there is a quorum present, the President shall appoint a constitutional committee. The constitutional committee shall prepare a new constitution and present it in writing within a reasonable time at a membership meeting where it shall be read. The Board of Directors shall consider said new constitution, publish, and distribute it to the membership along with their recommendation and notice of the time and place where the vote will be taken. Such information shall be disseminated at least one month prior to the next membership meeting, at which meeting a vote on the new constitution shall be taken.

Section 2 New Constitution Voting Requirements. A new constitution may be adopted by a 2/3 affirmative vote of the members voting at a membership meeting for which notice of the proposed vote on the new Constitution has been given as provided for above, provided that the affirmative vote shall be at least 1/3 of the total membership.