FRANKFORT SKI CLUB

BY-LAWS

ARTICLE I

NAME AND OFFICES

Section 1. Name: The name of this organization shall be the Frankfurter (Hotdog) Ski Club, Inc.

Section 2. Offices: The registered office of the corporation in the Commonwealth of Kentucky shall be at the address stated in its Articles of Incorporation but such address may be changed from time to time by the Board of Directors.

The corporation shall have a principal office, and other offices, either within or without the Commonwealth of Kentucky, as the Board of Directors may designate or the business of the corporation may require from time to time. The principal office of the corporation may be, but need not be, the same as its registered office and, until otherwise determined, shall be located at 17 Ashmore Dr., (c/o Mike Newton) Frankfort, in Franklin County, Kentucky.

ARTICLE II

GENERAL MEMBERSHIP

Section 1. Qualification: Any adult age twenty—one (21) years or older shall be eligible for single membership. Couple membership shall be limited to two adults at the same address; Family membership shall be limited to two adults and may include children under the age of twenty—one.

Section 2. Membership Year: The membership year shall begin July 1 and continue through June 30th of the next year. All members not paying dues by the first general membership meeting after joining the organization shall be removed from the membership and mailing list.

Section 3. Dues: Single, couple, and family membership dues shall be set each year, for the coming year, by the Board of Directors.

Section 4. Guests: Guests are welcome at general meetings and social activities.

Section 5. Membership Approval or Rejection: Al1 applications for single, couple, or family membership shall be made in a manner or form prescribed by the Board of Directors and shall be approved or rejected in a manner prescribed by the Board of Directors.

Section 6. Membership Suspension or Revocation: Any member or membership may be suspended or revoked for just cause including but not limited to nonpayment of dues, at the sole discretion of the Board of Directors, provided that any member or members whose membership has been suspended or revoked may within thirty (30) days of receipt of notice of action by the Board of Directors by given a hearing at a regular or special meeting of the Board of Directors at which time the Board of Directors shall have the right to reinstate the member or affirm its previous action with respect to the membership.

ARTICLE III

BOARD OF DIRECTORS

Section 1. General Responsibility: The Board of Directors shall be the administrative body of the organization vested with the power of management of the organization.

Section 2. Composition: The Board of Directors shall consist of the following (who must be members of the organization): President; Vice—President; Treasurer; Secretary; and Past—President (the immediately eligible past-president not currently holding an office). No member may hold more than one Board of Directors position simultaneously.

Section 3. Meetings: Meetings of the Board of Directors shall take place once per month during the period from May 1 through October 31 of each year and such other times as may be designated by the president. Board of Directors meetings shall be held at a time or place within or without the state as may be designated and at least twenty-four (24) hours actual notice of a regular or special Board meeting shall be given; however, notice of Board meetings may be waived by a director. Board meetings shall be open to the general membership, but only members of the Board of Directors shall have a vote at such meetings.

Section 4. Quorum: A quorum of the Board of Directors shall consist of three (3) members.

Section 5. Functions: The Board of Directors shall:

(a) Govern the organization in the best interests of the general membership on a nonprofit basis.

(b) Establish membership dues.

(d) Have the power to propose actions and refer questions directly affecting all organization members to the general membership for its approval or disapproval at a general meeting.

(e) Approve the appointments of the two (2) social committee members and the trip chairman.

(f) Schedule ski trips for the coming year.

(g) Establish and publish by October of each year additional ski trip policies to apply to the ski trips for that year.

Section 6. Duties:

(a) President

The president shall:

(1) Preside at all general and board meetings.

(2) Schedule all general and Board meetings except as otherwise provided herein.

(3) Be responsible for the program at the general meeting

(4) Keep the general membership informed of reports from Board and committee meetings.

(5) Be responsible for organization correspondence as designated.

(6) Appoint all ski trip chairman subject to the approval of Board of Directors.

(b) Vice—President

The Vice—President shall:

(1) Preside at general and Board meetings in the absence of the president.

(2) Assume the office of the president when the circumstances make it necessary.

(3) Appoint social or party committee members subject to the approval of the Board of Directors.

(4) Oversee all social activities not related to ski trips.

(2) Receive and deposit all organization monies in the organization bank account.

(5) Publish an annual financial report in the newsletter before June 30th of each year.

(4) Notify the local news media as to date, time, and place of general membership meetings.

(6) Maintain a file of all organization minutes and publications, to be available for inspection upon request at all board and general meetings.

(2) Become the OVSC Representative, attend OVSC meetings and represent FSC’s best interest at OVSC functions and report back to the monthly meetings.

Section 1. General Meetings: General membership meetings of the organization shall be held at such time and place as scheduled by the president. There shall be at least one general membership meeting each month during the months from November through March at such time and place as scheduled by the president.

Section 2. Annual Membership Meeting: The annual membership meeting of the organization shall be held at such time or place within or without the state as shall be designated by the Board of Directors (the last Saturday in July).

Section 3. Special Meetings: Special meetings of the membership may be called by the president, any two officers, a majority of the Board of Directors, or on the written request of five percent (5%) of the members of the organization.

Section 4. Voting: Each paid—up member shall be entitled to one vote on each motion of business before any general membership or special meeting.

Section 5. Parliamentary Procedure: Except as otherwise provided herein, the usual parliamentary rules of order contained in the current edition of “Robert’s Rules of Order” shall govern all Board and membership meetings of this organization.

Section 6. Vote to Rescind: The general membership may rescind any action or decision of the Board of Directors which is not legally binding upon motion and approval of ten percent (107.) of the members of the organization.

Section 7. Quorum: A quorum shall consist of members holding ten percent (107.) of the votes entitles to be case on the matter to be voted upon represented in person or by proxy.

(a) Notice of the date, time, and place of all general membership meetings shall be given in the monthly newsletter.

(b) Notice of the date, time, and place of all special membership meetings shall be given personally or by mail. If mailed, such notice shall be delivered seven (7) days prior to the meeting and shall be delivered when deposited in the United States mail, postage, prepaid, addressed to the member at his address as it appears on the membership records.

Section 1. Time: The election meeting shall be scheduled for nominations in March and election at April meeting.

Section 2. Nominations: A list of members interested in holding office for President, Vice—President, Treasurer, and Secretary, shall be collected by the Board of Directors at the general membership meeting immediately preceding the election meeting. The Board of Directors shall nominate two (2) or more candidates for each office, the names of the nominees shall be published in the newsletter prior to the election meeting. The president shall also accept nominations made by members from the floor at the election meeting.

Section 3. Term of Office: Each elected officer shall serve a term of one year. Officers may be elected to serve succeeding terms of office. Elected officers shall assume their duties at the May meeting.

Section 4. Voting: The voting shall take place at the election meeting by written ballot counted by the members of the Board of Directors present at the meeting. Absentee ballots shall be accepted provided they are received by a member of the Board of Directors prior to the voting at the election meeting.

Section 5. Removal of Officer or Director: An officer or director may be removed by the affirmative vote of two— thirds (2/3rds) of the active membership of the organization, provided that notice of a meeting to consider removal of such officer or director shall have been mailed to all active members at least ten (10) days prior to such meeting.

Section 6. Special Elections: In the event an officer or director is removed from office, a special election shall be held to fill the vacancy at the next general membership meeting. All nominations of candidates to fill the vacancy shall be taken from the floor at that meeting.

Section 7. Resignation of Officer or Director: In the event any officer or director shall resign, it shall be the duty of the Board of Directors at its next regular meeting to fill such vacancy and the majority of those voting shall have the power and authority to fill said vacancy.

Section 1. Appointees: The appointed positions shall be individual Trip Chairman, and the Social or Party Committee members.

(1) Plan and coordinate all trip transportation, room arrangements, and activities.

Section 3. Removal of Committee Officers. Members holding appointed positions may be removed from their position for just cause by a majority vote of the Board of Directors.

Section 1. Eligibility: Only paid—up members and OVSC quest shall be eligible to participate on organized ski trips.

Section 2. Release Form: Any member under the age of eighteen years participating in an organization ski trip must be accompanied by a parent or guardian and shall provide a Release of Liability for signed by his or her parent /guardian.

Section 3. Ski Trip Applications, Deposit Payment and Cancellation Policies: A completed trip application with deposit is required to reserve a spot on a trip. A late charge of $5.00 will be assessed if a member does not pay a deposit or scheduled payment on time. A five day grace period will be allowed before the fee is effective. (Trip chairpersons should “advance” the date that payments are due by 10 days over the date required by the trip’s contract). All payments and trip applications shall be mailed directly to the trip chairperson with the check made payable to the Frankfort Ski Club.

(a) A $5.00 per person trip feel shall be added to the cost of all club sponsored trips to compensate the trip chairperson for their efforts. This amount is also to pay for direct expenses incurred for phone and postage. If a complementary trip is awarded to the chairperson, the money will go to the club’s general fund and the chairperson will be paid for phone and postage only.

(b) Unless deemed necessary by the Board of Directors, no trip chairperson shall run more than one trip per year or the same trip in successive years.

(c) This policy shall become effective for the 1991-1992 ski season. Adjustments to existing trip costs shall be handled by the Board of Directors on an individual basis.

Section 5. Financial Policy: All ski trips should be financially self—supporting.

Section 6. Conduct: A member may be expelled from a ski trip by the trip chairman and co—chairman or from another club function by the member in charge of the function for extreme misconduct which endangers the safety of other members or is detrimental to the interests of the organization. Upon finding by the Board of Directors that a member has exhibited such extreme misconduct at an organization function which endangers the safety of other individuals or members or is detrimental to the interests of the organization, the Board of Directors by a vote of not less than four (4) of its officers may expel such a member from the club with no refund of membership dues.

Section 7. One compensation trip if offered will go to the trip chairman, providing they go on the trip. If additional comps. in excess of one trip are offered they will be used to cushion the expenses of other trip participants. If the chairman cannot go on the trip the cost of the comp. will be divided to reduce the expense of everyone on the trip.

(a) (a) Any member that has made a commitment to go on the said future trip and be the trip chairperson.

Section 1. Qualifications: All racers must be members of the FSC and register with the race chairperson(s) thirty (30) days before each race.

Section 2. Racing Bibs: All racing bibs must be returned to the race chairperson(s) by the April meeting following the race season or the member will be charged a $10.00 fee. A month’s grace period until the May meeting is allowed before the fee is effective.

Section 1. Amendments: An amendment to the By—laws may be recommended by the Board of Directors or a member and shall be presented and voted on at the next general meeting provided that the general membership has been notified in writing of the proposed amendment.

Section 2. Adoption: All amendments to the By—laws shall be adopted by the consent of two—thirds (2/3rds) of the voting members present at the meeting, providing that a quorum is present.