BYLAWS
OF
INTERMOUNTAIN DIVISION (“the Division”)
OF
THE NATIONAL SKI PATROL SYSTEM, INC., a federally chartered non-profit organization (“NSPS”) (as adopted through August 28, 2004)
ARTICLE I
DIRECTORS
Section 1.1 Powers. All powers of the Division shall be exercised by and under the authority of the board of Directors of the Division.
Section 1.2 Variable Range-Size Board.
(a) In General. The board of Directors (“the Board”) of the Division shall be composed of the duly qualified patrol representatives of the Division (a “Patrol Director”). Those individuals may also be known as Patrol Representatives in the bylaws of the NSPS and its policies and procedures. Each Patrol Director of a ski patrol in the Division shall constitute a member of the Board. Ski patrols so registered may be Alpine, Administrative or Nordic ski patrols. In order for a ski patrol to be properly registered, such patrol and its individual members shall pay all division, dues and shall meet all other requirements for registration on an annual basis with the NSPS.
(b) Professional Patrols. Ski patrols comprised of some or all patrollers who are paid wages for their services are commonly known as “Professional Patrols” or “Pro Patrols”. As such, those patrols typically have an individual who may also be registered as a Patrol Director for purposes of the NSPS. Pro Patrols may register through the Professional Division of the NSPS (“the Professional Division”), but may also register, and are welcome to do so, on a geographic basis through the Division. If a Pro Patrol is registered through the Professional Division and has a duly designated Patrol Director
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through the Professional Division such Patrol Director, through the Professional Division, shall also be a voting member of the Board of this Division for all matters except election of Division officers as set forth herein. Only Patrol Directors, whose patrols (either volunteer or as a Pro Patrol) are geographically registered through the Division shall be permitted to vote for election of Division officers. In order to cast a vote as a member of the Board (on matters other than election of Division officers), the Patrol Director of a patrol registered through the Professional Division must be personally present at a meeting and no proxy for such vote shall be permitted.
(c) Dual Capacity Patrols. If a patrol is geographically registered through this Division and has a separate Patrol Director therein for each of its volunteer or Professional Patrols (including alpine, administrative and Nordic), then, in that event, the Patrol Director for each such patrol shall be a member of the Board and shall have a vote, except as to election of officers for which action only one vote shall be cast as determined by agreement of the Patrol Directors from that area. If one individual is at one and the same time the Patrol Director of more than one patrol (volunteer, alpine, Nordic or professional) from his or her area such Patrol Director shall have only one vote as a member of the Board.
Section 1.3 Term. Each director shall serve until his successor is duly elected and qualifies, or until there is a decrease in the number of directors, or until his earlier death, resignation or removal.
Section 1.4 Newly Created Directorships. Should any new patrol be created within the Division (and registered with the NSPS) the duly elected Patrol Director of that patrol shall thereupon become a member of the Board without further action required.
Section 1.5 Meetings.
(a) Annual Meetings. An annual meeting of the Board of Directors shall be held each year at a time set by the Division Director and at a place approved by the Board at the prior annual meeting. No further notice of an annual meeting of the Board shall be necessary. Such meeting shall be held for the purpose of electing Division officers and transacting such other business as may lawfully come before that meeting.
(b) Place of Meetings. Regular and special meetings of the Board of Directors, or of any committee designated jy the Board, may be held at any place within the Division designated by the Board.
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(c) Telephone Meetings. Any member of the Board, or of any committee thereof, may participate in a regular or special meeting by, or conduct the meeting through the uses of, any means of conference telephone or similar communications equipment by which all members of the Board participating in the meeting may simultaneously hear each other during the meeting. A director participating in a meeting by such means is deemed to be present in person at such meeting.
(d) Notice. The Division Director or twenty-five percent (25 %) of the members of the Board may call a special meeting. Notice of the date, time and place of any special meeting of the Board of Directors shall be delivered at least five (5) days prior to the meeting. Neither the business to be transacted at, nor the purpose(s) of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Notice may be given by e-mail.
Section 1.6 Quorum and Voting. Unless these Bylaws require a greater number, and except as to the election of officers as set forth above, a quorum of the Board of Directors consists of a majority of the number of directors in office immediately before the meeting begins. A quorum for purposes of election of Division officers shall consist of those Directors entitled to vote for the same. A majority vote of a quorum shall govern unless a greater number is required by these Bylaws.
Section 1.7 Action Without a Meeting. Unless otherwise provided by these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each member of the Board of Directors or of the committee, as the case may be, and included in the minutes or filed with the corporate records reflecting the action taken.
Section 1.8 Proxy. Any Patrol Director (except as limited herein) by written notice delivered to the Division Director or his duly appointed representative, prior to or at the beginning of any Division meeting may appoint another patroller, currently registered with the NSPS as his or her proxy. If no other proxy is provided the Assistant Patrol Director (of any patrol which has one) shall automatically be deemed to hold a proxy with no other written confirmation required.
Section 1.9 Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee must have two or more members, each of whom shall serve at the pleasure of the Board of Directors.
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Section 1.10 Open Meetings. Whenever possible the meetings of the Board shall be open to any member of NSPS so that all in attendance at a meeting may observe the business of this Division. However, when the Division Director shall deem it necessary and in the Division’s best interest, he may as chairman of the Board declare such meeting closed, and only those patrollers who are members of the Board, the Assistant Division Directors, the Division Legal Advisor, and other personnel specifically invited by the chairman may remain in attendance. Examples of such closed meetings would include discussions concerning litigation, member disciplinary action and employment matters.
Section 1.11 Delegation. The Board of Directors may authorize an officer or agent to enter into any contract or other instrument on behalf of this Division, and such authority may be general or confined to specific instances. Except as herein provided, or as authorized by the Board of Directors, no officer or agent other than the Division Director shall have any power or authority to bind this Division by any contract or engagement or to pledge its credit or render it liable for any purpose or for any amount.
ARTICLE II OFFICERS
Section 2.1 Officers Designated. The elected officers of the Division shall consist of the Division Director, and an Assistant Division Director over each Region, (as defined below). The Division Director may appoint such other supervisors, coordinators or advisors within the Division as may be deemed necessary or desirable The Division Directors and Assistant Division Directors shall be elected by the members of the Board as provided herein
Section 2.2 The Division Director. The Division Director shall be elected by the members of the Board of Directors The Division Director is the Chairman of the Board and Chief Executive Officer of the Division The Division Director is responsible for managing and administering the business and affairs of the Division in accordance with these bylaws and all policies, procedures and directives established by the Board of Directors.
(a) Term. The Division Director shall serve a term of two (2) years. Upon adoption of these bylaws the currently serving Division Director shall continue to serve the balance of his term which shall be extended to and shall end at the annual Board of Directors meeting held in the year 2004. At that meeting a new Division Director shall be elected and thereafter serve for a term of two (2) years or until he or she resigns or until
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a successor is duly qualified and appointed. Subsequent Division Directors shall be elected at the annual Board of Directors meetings at two year intervals.
(b) Oualifications for Division Director. The requirements for a Division Director shall be an officially registered NSPS member with the Division who has been registered for not less than five (5) years, one of which must have been as an Assistant Division Director, Patrol Director, an appointed program chair, advisor or supervisor, or other officer of the Division.
(c) Vote. Although the Division Director shall serve as Chairman of the Board he or she shall vote only to break a tie vote by the Board.
(d) Term Limit. The Division Director shall not serve more than three successive elected terms of office. However, a Division Director may serve more than six successive years, if he or she is appointed to that office, because of the resignation, death, disability, or removal of the then elected Division Director.
Section 2.3 Assistant Division Directors.
(a) In General. The Assistant Division Directors of this Division shall be elected at the hi-annual meeting of the Board by the Patrol Directors within their Regions (as defined in Article III), to serve for a period of two years. Following the initial adoption of these bylaws two Assistant Division Directors shall be elected at the annual meeting of the Board in the year 2002 to replace the currently serving Region Directors. Thereafter, two new Assistant Division Directors will be elected at two year intervals beginning in 2004.
(b) Qualifications. The requirements for an Assistant Division Director of this Division, are any patroller of the Intermountain Division who has been registered for not less than five (5) years, one of which much have been as a senior, or who has been a Division Director, previous Region Director, previous Section Chief (as that term was formerly used in the Division) program supervisor or Patrol Director, is eligible for this office.
(c) Responsibility. A responsibility of each of the Assistant Division Directors shall be oversight and distribution of NSP educational programs as directed by the Division Director.
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Section 2.4. Tenure and Election of Officers.
(a) Nominations. Nominations shall be by any member of the Division, in good standing, for himself or herself or by another pursuant to the NSPS Bylaws, or these bylaws, or directives regarding election nominations. If a candidate for Division Director is not elected at an annual meeting that nominee at the meeting may declare his or her immediate candidacy and run for the position of Assistant Division Director from the Region in which he or she serves and is registered. Nominations for the positions of Division Director or Assistant Division Director(s) must be received, in writing, by the Division Secretary or Division Director not later than thirty (30) days prior to the annual Board of Directors meeting at which an election is to be held for that office. Nominations may be made by any patroller in the Division or a candidate may submit his or her own name. Nominations for Assistant Division Directors to be elected in the year 2002 may be received up to three (3) days prior to the 2002 annual meeting of the Board.
(b) Majority Vote. Any candidate for an elective office within the NSPS shall require a simple majority (as contrasted to a plurality) vote cast for that particular candidate by those qualified to vote and voting for such candidate before he or she shall be deemed to be elected to office. Qualified voters who fail to vote for a candidate shall not be considered as either voting for, or against such candidate and the election result shall be determined only by a count of those votes cast by persons qualified to vote. In the event of a tie vote for the office or Assistant Division Director(s), the outcome shall be decided by lot.
(c) Vacancies. Vacancies in the position of the Division Director or for an Assistant Division Director shall be filled by special election, either at a special meeting or shall be filled by the unanimous written consent of all members of the Board entitled to vote for that position. Until such time as a new Division Director is elected, one of the Assistant Division Directors, chosen by lot (through the Division Secretary) shall serve as the interim Division Director.
(d) Location. For the purposes of the herein above elections, the location of a patroller’s current patrol registration will govern the region, and the patrol in which the patroller is located rather than the patroller’s geographical residence.
(e) Consideration. The current serving Division Legal Advisor shall determine the qualifications of a candidate or nominee for an elected office and may reject any application or nominee that does not meet the minimum qualifications established by these Bylaws.
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(f) Approval. Nominations for Division Director are subject to notification and approval requirements established by the NSPS. All nominations shall be submitted to the Division elections coordinator not less than thirty (30) days prior to the election. The Division elections coordinator will notify the NSPS of the nominations received. In the event that a nominee is not approved an additional period for submissions of a nominee shall be permitted. Such additional period shall be for a period of thirty (30) days following notice of disapproval or the remaining days through and including the date for election, whichever is less. Nominees not approved by NSPS shall be notified as soon as possible of disapproval and members of the Board also shall be notified of such lack of approval and the additional time period for receipt of further nominations.
Section 2.5 The Secretary. The Secretary shall: (i) attend all meetings and keep the minutes of the meetings and other proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of and responsible for authentication of the corporate records; (iv) keep a register of the post office address of each board member which shall be furnished to the secretary by such board member; and (v) in general perform all duties commonly incident to the office of secretary and such other duties as from time to time may be assigned to him by the Division Director or by the Board of Directors, including conduct of elections with advice from the Division legal advisor as necessary. The Secretary shall be appointed by the Division Director and shall serve until a new Secretary is appointed.
Section 2.6 The Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Division; (ii) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories and (iii) in general perform all of the duties commonly incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Division Director or by the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall be appointed by the Division Director and shall serve until a new Treasurer is appointed.
Section 2.7 Legal Advisor. The Division Legal Advisor, whenever possible, shall attend all Board of Directors meetings and Executive board or committee meetings. He shall be at all annual or special Board meetings the official parliamentarian. He shall also be available for answering questions and problems of a legal nature as required by the Division, as required by this Division’s Bylaws or directives, or those bylaws and
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directives of the NSPS. The Division Legal Advisor shall be appointed by the Division Director and shall serve until a new Division Legal Advisor is appointed.
ARTICLE III
REGIONS
Section 3.1 Regions. The Division shall consist of two regions: the Northern Region consisting of patrols from Idaho and Wyoming, except Pine Creek) and the Southern Region (consisting of patrols from Utah and Nevada plus Pine Creek, Wyoming), each of which shall be headed by an assistant division director (“Assistant Division Director”) as that office is defined herein. The Assistant Division Director of a particular Region shall carry out such matters as delegated to him or her by the Division Director. The Division shall not have sections as that term is described in the bylaws of the NSPS. The Assistant Division Directors shall be elected officers of the Division beginning with the first annual meeting in the year 2002.
ARTICLE IV
COMMITTEES
Section4.1 Standing Conunittees. There is further created hereinthe Intermountain Division Executive Committee. This Committee shall consist of the Division Director, the Assistant Division Directors, the Division Secretary, the Division Treasurer and the Division Legal Advisor. It shall be the duty and the obligation of this Committee to see that the day to day business of this Division shall proceed smoothly, and each member of the Executive Committee shall have particular spheres of operation as set forth by the Division Director.
Section 4.2 Other Committees or Personnel. The Division Director shall have the sole right to appoint other program or Division advisors, supervisors or committees as necessary, subject to Division or NSPS Policy. Such advisory or committee appointments shall terminate upon the expiration of the Division Director’s term of office.
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ARTICLE V
APPEAL OF DECISIONS
Section 5.1 Grievances. Any registered member of this Division, either an individual patroller, or group ofpatrollers, elected or appointed line officer or staff officer, who may feel himself aggrieved by a decision, ruling, directive, policy statement, or other proclamation of a superior officer of officers, shall have the right of appeal, following the procedure set forth in the NSPS Bylaws, as they are now in force, or may in the future be amended. This right of appeal shall remain unabridged and the party taking the appeal shall not be threatened, intimidated, or coerced as a result of having taken his or her appeal.
Section 5.2 Process. This Division adopts as its appeal process the NSPS Bylaws, as currently in force, or as in the future may be amended.
ARTICLE VI
PROCEDURES AND AMENDMENTS
Section 6.1 Procedures. Parliamentary procedure at all Divisional meetings of the board of directors, the executive committee, or any sub-divisional meetings shall be governed by Roberts Rules of Order.
Section 6.2 Amendment of Bylaws. The Board of Directors shall have the power to make, alter, amend, and repeal these bylaws, by affirmative vote of sixty percent (60%) of the majority of said Board of Directors, as contrasted to sixty percent (60%) of the majority of those present and voting, at any regular or special meeting of the board of directors. These bylaws may also be amended by the unanimous written consent of all members of the Board identified.
ARTICLE VII
FISCAL YEAR
Section 7.1 In General. The fiscal year of the Intermountain Division shall be the same as, and coincide with the fiscal year of the NSPS. The fiscal year of the NSPS shall be as determined by the NSPS board of directors or other NSPS personnel who have charge of the financial affairs of the NSPS.
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ARTICLE VIII
USE OF FUNDS
Section 8.1 Upon Termination. In the event that this Division, for any reason, should terminate, all funds, or other property belonging to this Division shall be used to first pay the debts and obligations of this Division, and any balance which will remain shall be transferred and paid over to the board of directors of the NSPS, if it is then an organization which meets the requirements of the Internal Revenue Code Section 501(a) or 501(c)(3). If the NSPS organization does not then meet such requirements, then such funds shall be paid to such organization, or organizations, or incorporated and operated exclusively for charitable, educational, religious, or scientific purposes which shall at that time qualify as an exempt organization under Section 501 (c)(3) of the Internal Revenue Code, or an supplementary code which may herein be enacted by the legislators of the United States of America. Such determination as to which organization shall receive said funds shall be at the pleasure of this Division’s board of directors. If there be any other assets not so disposed of, then a request shall be made of the applicable district court, or its equivalent, in the county in which the principal office of the Division is located, exclusively for the purpose of determining such organization, or organizations to which funds may be paid, as required by the Internal Revenue Service Code.
Section 8.2 Payment of Funds. All checks, drafts, or funds of this Division which may from time to time be received shall be deposited promptly to the credit of this Division, in such banks, trust companies, or other depositories as the board of directors may designate. All checks shall be drawn out of the regular checkbook of this Division and upon the stub of each, the purpose and amount for which the same is drawn shall be specified. All checks, notes, drafts, bills of exchange, acceptances, or other orders for the payment of money, or other evidence of the indebtedness of this Division shall be signed, as shall be designated by resolution of the Board of Directors.
ARTICLE IX
INTEGRATION CLAUSE
Section 9.1 Bylaws Affect. These bylaws as adopted, and as hereafter amended, supersede all prior bylaws, or documents heretofore referred to as bylaws of this Division.
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Section 9.2 Invalidity. Should any section, or provision of these bylaws be held invalid by any court of law, federal or state, or by any government, federal or state, or any subdivision thereof, or by any agency, or commission of any governmental unit, such holding shall not be construed as affecting the validity of any remaining article, section, or provision of these Bylaws, it being the intent of the adopters that the valid portions of these Bylaws shall stand, notwithstanding the invalidity of such article, section or provision.
Section 9.3 NSPS Superiority. All actions authorized herein and provisions of these Bylaws shall at all times be subject to the bylaws, policies and procedures of the NSPS. These Bylaws shall in no way be construed to override, supersede or diminish the authority of the NSPS and these Bylaws shall be construed consistent with that intent.
The foregoing Bylaws of name of the Intermountain Division of the National Ski Patrol System, Inc., were adopted by the Board of Directors of the Division effective on the
~2~P dayof ____________,2004.
J~1~7 Secretary
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