Bylaws

BY-LAWS
OF THE
BLAZER SKI CLUB, INC.

Article I
Organization Office

Section 1.01– Principle Office
The principal place of business of the Blazer Ski Club for transaction of business is P.O. Box 15601, Colorado Springs, CO 80935

Section 1.02
Registered Office and Registered Agent The address of the registered agent of The Blazer Ski Club is P.O. Box 15601, Colorado Springs, Colorado 80935 and the name of the registered agent is ______________________ whose physical address is ____________________ Colorado Springs, Colorado _________. The registered office and the registered agent may be changed by the board of directors at any time.

Article II
Purpose

2.01 Purpose and Mission
The purpose and mission of the Blazer Ski Club is to provide its members with a year round ski and outdoor activities club for sharing good times with adults of similar interest.

Article III
Membership

Section 3.01(a) General Membership
The general membership of the Blazer Ski Club shall be those adult persons who are members in good standing. A member in good standing is defined as (a) a person who has paid the stated annual dues and other fees and charges, (b) a person who accepts and complies with the bylaws and policies of the Blazer Ski Club, (c) is 21 years old or older.

Section 3.01(b) Associate Summer Membership
Associate summer membership shall be for those adult persons who are members in good standing. Associate Summer Membership will be open during the period of the year after the end of ski season meetings and before the beginning of the ski season meetings.

Section 3.02(a) Terminations/Nonrenewal of Membership
Subject to the provisions in the Colorado Revised Statutes (CRS) 7-126-302 and 7-126-303, Termination or nonrenewal of membership may occur by a two-thirds majority vote of the Blazer Ski Club Board of Directors and may occur for various reasons including (a) refusal to pay fees or charges; (b) participation in actions or activities deemed illegal or with potential to cause negative impact on the Blazer Ski Club. The member shall be given fourteen (14) days notice of the vote and shall be permitted to submit written or oral justification for not having membership terminated or not renewed. The current year membership dues will be returned to the member if removed.

Section 3.02(b) Resignation
Membership in the Blazer Ski Club may terminate by voluntary withdrawal. All rights, privileges and interest of a member in the Blazer Ski Club shall cease on termination of the membership. The member shall give written notice of their intention to withdraw to the Blazer Ski Club, P.O. Box 15601, Colorado Springs, CO 80935. Memberships are nontransferable and no refund of the current year membership dues or other fees or charges will be given.

Section 3.03 Voting
Each member in good standing shall be entitled to one vote for the purpose of electing directors of the Blazer Ski Club. They shall also be allocated one vote per person for any matters presented by the Board of Directors that require a vote of the membership. Associate Summer Members do not have voting rights. Voting will be conducted by hand delivered ballots or by U.S. Mail. Ballots will clearly indicate the return address or location and the date and time at which voting will close, which shall not be less than fourteen (14) days from the date and time of mailing. At least 40% of members of the club must submit ballots for the vote to be certified for elections or any matters presented by the Board of Directors that require a vote of the membership.

Section 3.04 Proxy Voting
The Blazer Ski Club shall do all voting by the general membership by mail-in ballots. Therefore, proxy voting shall not be accepted by the Blazer Ski Club.

Section 3.05 Dues
The Board of Directors shall determine the amount of membership dues and the date due. Active members will be given a thirty-one (31) day grace period for renewal of membership after which they may be dropped from the membership roster and denied the privileges of a member in good standing.

Section 3.06 Official Directory
The Blazer Ski Club shall maintain a directory of current membership names, addresses and each member’s designated emergency contact person’s name, address, and day and night telephone numbers. The copies of the official directory will be provided to each member of the Board of Directors. The official directory will be used to mail ballots for voting and shall be closed ten days before the distribution of ballots. The Blazer Ski Club Directory of members without emergency contact information will be compiled and distributed to active members in good standing during the calendar year. Members who do not want their names published shall notify the Board of Directors in writing.The information within the directory is the property of the Blazer Ski Club. None of the names, addresses, phone numbers, email addresses or emergency contact information may be used for solicitations, mailings or any purpose other than Blazer Ski Club business and activities. If any active Blazer Ski Club member misuses the information or provides the information to a third party, the Blazer Ski Club Board of Directors will request the member to cease the activity. If the member does not immediately adhere to the request, the board will vote to remove the membership and/or initiate legal action.

Section 3.07 Fees, Deposits and Refunds
The Blazer Ski Club is a nonprofit Colorado corporation that offers its members, and nonmembers under certain conditions, the opportunity to participate in prearranged trips and activities. To insure the financial well being of the Blazer Ski Club, any trip or activity requiring the payment of advance deposits or contractual payment of funds in excess of $500.00 shall require all participants to make a 50% deposit payment of the total trip or activity fee. All participants must pay the full amount of the trip or activity fee in advance of participating in that event or activity. No refunds of fees shall be committed to or made by any person in the Blazer Ski Club except with the approval of the Board of Directors.The Board of Directors shall not approve the refund of any event or activity fee or deposit in excess of unspent funds collected for that event or activity except when the Board of Directors has approved the cancellation or rescheduling of the event or activity.

Section 3.08 Standards of Conduct
All directors, officers, committee chairpersons, trip captains and any other members who are acting in an official capacity for the Blazer Ski Club shall act (a) in good faith; (b) with the care that an ordinary prudent person in a like position would exercise under similar circumstances; (c) in a manner the director or officer reasonably believes to be in the best interest of the Blazer Ski Club; and (d) in an appropriate manner and in a timely fashion, and answer all questions of a member, whether written or verbal.

Section 3.09 Complaints
Any verbal complaints that are not satisfactorily resolved may be presented to the Board of Directors. Such complaints must be submitted to the Board of Directors in writing by the member. The written complaint must describe the nature of the complaint, the desired outcome and if a presentation to the Board of Directors is requested. The Blazer Ski Club Board of Directors shall consider this complaint at its next meeting and shall provide the complainant its response or decision in writing not later than 10 days after the meeting. The decision of the Board of Directors will be considered the conclusion of the complaint process. Members must pay for the cost of copying records.

Section 3.10 Records of the Blazer Ski Club
Members are entitled to inspect and obtain copies of any of the records, minutes and written records of the Blazer Ski Club, including those of its directors, committees, and its members upon seven days notice to the president of the Board of Directors. The demand must be made in good faith for a proper purpose in accordance with Colorado Revised Statutes.

Article IV
Meetings and Voting

Section 4.01 Annual Meeting
An annual meeting of the members of the Blazer Ski Club shall be held in April of each year for the purpose of reporting election results, installation of the Board of Directors and Officers, and reporting on the financial condition of the Blazer Ski Club.

Section 4.02 Activity Meetings
Activity meetings for the purpose of reservation sign-up for an event or activity shall be called at the discretion of the president of the Blazer Ski Club.

Section 4.03 Special Meetings
The President of the Board of Directors may call a special meeting of all Blazer members. Such meetings shall be announced in writing and shall be open to all Blazer members. Notice of a special meeting shall occur not less than ten (10) days or more than sixty (60) days prior to the special meeting. Any member may request the president to call a special meeting. Such requests shall be submitted in writing and shall include the purpose for the meeting, topics to be presented and the desired outcome. Such written requests shall not be made for unnecessary, untimely, irrelevant or frivolous purposes.

Section 4.04 Quorum
Since all voting of the Blazers Ski Club shall be done by mail, no meeting of the Blazer membership shall require a quorum.

Section 4.05 Nominating Committee
In January of each year the president shall appoint a nominating committee consisting of at least one Board member, one past President or Vice President, and one member at large excluding any potential nominees. The nominating committee shall select its own chairperson.

Section 4.06 Duties of the Nominating Committee
(a) Beginning in February of each year the nominating committee shall recruit and or accept nominations and self-nominations for Board of Director positions.
(b) On or about March 1 of each year the nominating committee shall close nominations and request closure of the membership roster.
(c) On or about March 15 of each year the nominating committee shall prepare and send a mail-in ballot with a specific return address and due date to each Blazer Ski Club member on the closed roster. If there are no nominees or only one qualified nominee for each position and there are no other matters to be voted on by the membership, the nominating committee shall recommend to the Board of Directors that ballots not be prepared and sent to the membership. The nominating committee shall recommend that the Board of Directors appoint the qualified nominees or fill the vacancies as specified in Section 5.05 of the bylaws.
(d) On or about March 31 of each year the nominating committee shall close the election and:

  1. Determine if the required 40% of current members have submitted ballots for election of Board of Directors is achieved. If the required number of ballots has not been achieved, the nominating committee shall not count the votes and shall notify the Board of Directors. If the required number of ballots is achieved, the nominating committee shall count the votes and report the results to the Board of Directors and inform the membership using the next addition of the Blazer Ski Club newsletter and shall:
  2. Determine if the required forty percent (40%) of the membership has submitted ballots for any matters except elections. If the required minimum number of ballots is not achieved, the nominating committee shall not count the votes or disclose the number of ballots received and shall report to the Board of Directors. If the required number of ballots is achieved, the nominating committee shall count the votes and report the results to the Board of Directors and inform the membership in the next edition of the Blazer Ski Club newsletter.

(e) In case of a tie vote, the nominating committee will do a coin toss to determine the result.
(f)The nominating committee shall hold the ballots in secret until the new Board of Directors takes office or until all voting protests are resolved, whichever occurs last. Section

4.07 Transition to New Board of Directors
At the “End of Season” meeting of the Blazer Ski Club, the President shall announce the election results. At the conclusion of the meeting, the newly elected Board shall take office.

ARTICLE V
Blazer Board of Directors

Section 5.01 Duties, Powers and Responsibilities
The direction, business and management of the affairs of the Blazer Ski Club, a Colorado nonprofit corporation, shall be managed by the Board of Directors. The Board of Directors shall perform their duties and responsibilities in good faith, in a timely fashion, in a manner reasonably believed to be in the best interest of the corporation and in accordance with the Blazer Ski Club policies and bylaws.

Section 5.02 Number, Tenure and Qualifications
The Board of Directors shall consist of a minimum of five (5) members with a maximum of nine (9) members. Each director shall hold office for one year and/or until the next election or until a qualified successor shall have been selected. All officers are eligible for re-election, but limited to two consecutive terms per office. Each director shall be and remain a member in good standing.

Section 5.03 Notice to Vacate a Board Position
Any member who chooses to relinquish their position on the Blazer Board of Directors must do so in writing and must submit resignation to all members of the Board of Directors.

Section 5.04 Process for Removal of a Director or Officer
A Blazer Board of Director member may be removed at a special meeting of the Board of Directors called expressly for this purpose, with or without cause. Notification of this meeting shall be provided to all Board members not less than fourteen (14) or more than sixty (60) days before said meeting. The director shall be given fourteen days notice of the special meeting and be given the opportunity to submit oral or written justification for not being removed.

Section 5.05 Filling a Board Vacancy
A vacancy on the Board of Directors may be filled for the unexpired term or remain vacant for the unexpired term by a majority vote at any meeting of the Board of Directors.

Section 5.06 Regular Meetings
The Blazer Board of Directors shall hold regular meetings at least four (4) times per year at such place, date and time as designated by the president. Notice of the regular meeting will be given to the membership not less than ten (10) days before the meeting. All regular meetings shall be open to any Blazer member in good standing.

Section 5.07 Emergency Meetings
Emergency meetings of the Blazer Board of Directors may be called by the president with five (5) days notice to all Blazer Board of Directors members, which will include the date, time, location and agenda. Emergency meetings may be conducted by telephone and need not be open to the full Blazer membership.

Section 5.08 Compensation
Members of the Blazer Board of Directors shall not receive compensation for their services. Reasonable expenses incurred by members for attendance at meetings or conducting business of the Board may be reimbursed as determined by the Board of Directors.

Section 5.09 Quorum
A majority of the current members of the Board of Directors shall constitute quorum at all official meetings. No official business can be conducted without a quorum except to adjourn.

Section 5.10 Committees and Trip Captains
The Board of Directors may designate from among Blazer members one or more committees or trip captains. A committee or trip captain shall report their activities to the Board as directed. Any committee person or trip captain may be removed with or without cause by the Board of Directors

Section 5.11 Presumption or Assent
A Director who is present at a meeting of the Board of Directors at which any action taken on any Blazer action is taken shall be presumed to have assented to the action taken unless the Director’s dissent is entered into the minutes. No vote of “present” will be permitted except when a conflict of interest is recorded in the minutes.

Section 5.12 Officers
The officers of the Blazer Ski Club shall be the President, Winter Vice President, Summer Vice President, Treasurer and Secretary. The officers shall serve a term of one (1) year. All officers are eligible for re-election, but shall be limited to two (2) consecutive terms per office. The member must have at least one year of Blazer Board experience before being eligible for election as President.

Section 5.13 Duties of President
The President of the Board of Directors shall be the principal executive officer of the Blazer Ski Club, subject to the control of the Board of Directors and the membership of the Blazer Ski Club. The President, when present, shall preside at all meetings of its members and of the Blazer Board of Directors. The President shall have general supervision of all other officers, agents and employees of the Blazer Ski Club who may or may not be specifically prescribed by the bylaws or by a Board of Directors resolution. The President shall sign with the Secretary or any other proper officer of the Blazers any instrument that the Board of Directors has authorized to be executed. The President shall perform all duties incident to the office or the President and such other duties as may be prescribed by the Blazer Board of Directors.

Section 5.14 Duties of the Winter Vice President
In the absence of the President, or in the event of the President’s illness, death, inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all restrictions upon the President. The Vice President shall also be the principal officer for directing and approving all trips and activities arranged for the Blazer Ski Club during the period from the “Beginning of Season” meeting to the “End of Season” meeting. Such duties shall include establishing trip schedules, approving trip budgets and fees, signing and or approving of contracts and the control and management of Blazer Ski Club physical assets. The Winter Vice President shall perform all duties incident to the office of Vice President and such other duties as may be prescribed by the Blazer Board of Directors.

Section 5.15 Duties of Summer Vice President
In the absence of the President and Winter Vice President or in the event of illness, death, inability or refusal to act, the Summer Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all restrictions upon the President. The Summer Vice President shall also be the principal officer for directing and approving all activities arranged for the Blazer Ski Club during the period after the “End of Season” meeting until the “Beginning of Season” meeting. Such duties shall consist of, but not be limited to: establishing picnic and activity schedules, appointing golf coordinators, approving trip budgets and fees, signing and/or approving contracts and controlling the Blazer Ski Club physical assets. The Summer Vice President shall perform such other duties as prescribed by the President or Board of Directors.

Section 5.15 Duties of the Secretary
The Secretary shall in a timely manner (a) attend and keep minutes of the special meeting of the members, except activity meetings, and of the Board of Directors; (b) be responsible for issuing notice of the Blazer Board of Directors and special meetings of the members in accordance with these bylaws or as otherwise required by law; (c) be custodian of the official Blazer records and attest signatures on official documents as required; (d) have general charge of the membership roster of the Blazer Ski Club; (e) maintain a complete record of the membership file and arrange it in alphabetical order with addresses; (f) comply with any official request of the Board of Directors; (g) perform all duties incident to the office of Secretary and other duties as assigned by the President of the Board of Directors.

Section 5.16 Duties of the Treasurer
The Treasurer shall in a timely manner (a) keep correct and complete books and records on file; (b) prepare and recommend an annual budget; (c) have custody of and be responsible for all funds and securities of the Blazer Ski Club; (d) receive monies due and payable to the Blazer Ski Club from all sources; (e) deposit all funds in a bank or other secure depository as designated by the Board of Directors; (f) disperse funds as may be directed by the President, Vice President or the Board of Directors (g) render to the President of the Board a monthly accounting of all Blazer transactions and the financial condition of the Blazer Ski Club; (h) comply with all Federal and Colorado requirements concerning the reporting of financial information for the corporation; and (I) perform all duties incident to the office of Treasurer and other duties as may be assigned by the President or Board of Directors.

Section 5.17 Removal of an Officer or Director
Any officer may be removed at any time by the Blazer Board of Directors whenever, in its judgment, the best interest of the Blazer Ski Club will be served thereby. Any officer elected by the Blazer Ski Club members may be removed at any time by the affirmative vote of the majority of Board of Directors.

ARTICLE VI
Contracts, Loans and Checks

Section 6.01 Contracts
The Blazer Ski Club Board of Directors may authorize any officer(s) or agents(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Blazer Ski Club, and such authority may be general or confined to specific instances.

Section 6.02 Loans
No loans shall be contracted on behalf of the Blazer Ski Club and no evidence of indebtedness shall be issued in its name unless authorized by a two-thirds (2/3) vote of the total voting membership and a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 6.03 Checks and Drafts
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Blazer Ski Club shall be signed by the Treasurer or President or other officer or agent designated by the Board of Directors.

ARTICLE VII
Dissolution

Section 7.01 Dissolution by Directors and Members
Dissolution of the Blazer Ski Club may be initiated only by a minimum vote of two-thirds (2/3) vote of all Blazer Ski Club members and an affirmative resolution of the Board of Directors. If an affirmative vote and resolution is achieved, the dissolution shall be conducted as prescribed in the most current Colorado Revised Nonprofit Corporations Act.

ARTICLE VIII
Indemnification

Section 8.01 Indemnification of Directors, Officers and Agents
The Blazer Ski Club shall indemnify its Directors, Officers and Agents as prescribed by the most current Colorado Revised Nonprofit Corporation Act and if:
(a) the person’s conduct was in good faith; and
(b) the person reasonably believed:

  1. in the case of conduct in an official capacity with the nonprofit corporation, that the conduct was in the nonprofit corporation’s best interests; and
  2. in all other cases, that the conduct was at least not opposed to the nonprofit corporation’s best interests; and

(c) In the case of criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful.

ARTICLE IX
Amendments

9.01 Amendments by Directors
The Board of Directors may amend the bylaws at any time to add, change or delete a provision unless:
(1) Articles of 121-137 of the Colorado Revised Nonprofit Corporation Act or the Articles of Incorporation reserve such power exclusively to the members in whole or part; or
(2) A particular bylaw expressly prohibits the Board of Directors from doing so; or
(3) It would result in a change of rights, privileges, preferences, restriction or condition of membership class as to voting, dissolution redemption or transfer by changing rights, privileges, preferences or conditions of another class; or
(4) The additions, changes or deletions are of such extent as to constitute new bylaws.

9.02 Amendments by Members
The members may amend the bylaws by majority vote even though the bylaws may also be amended by the Board of Directors. In such instances, the actions shall be taken in accordance with the articles of incorporation and the Colorado Revised Nonprofit Corporation Act.

ARTICLE X
Fiscal Year

10.01 Fiscal Year
The fiscal year of the Blazer Ski Club shall end on April 30.

ARTICLE XI
Savings Provision

These bylaws may contain any provision for regulation and management of the affairs of the Blazer Ski Club not consistent with The Colorado Nonprofit Corporation Act or the Articles of Incorporation. The construction, validity and effect of these bylaws shall be governed by the state of Colorado. Any provision of these bylaws prohibited by such laws shall be ineffective to the extent of such prohibition without invalidating the remaining provisions hereof.