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CODE OF
REGULATIONS OF
ARTICLE I ARTICLE II PURPOSE Section 1. PURPOSE – To encourage the instruction, practice, and advancement of the members in free skating, dancing on ice, synchronized team skating, and all types of figure skating; to encourage and cultivate a spirit of fraternal feeling among ice skaters; to sponsor, produce, or cooperate in the production of amateur ice carnivals, shows and competitions; and generally to do and perform such other acts as may be necessary, advisable, proper or incidental in the realization of the objectives and purposes of this organization; and to carry out the general policies of United Skating Figure Skating in accordance with the provisions of the U.S. Figure Skating Bylaws and Official Rules. The club shall maintain it membership in U.S. Figure Skating and conduct its affairs in a manner consistent with the Bylaws, Official Rules, policies and procedures of U.S. Figure Skating. Section 2. MISSION STATEMENT – The mission of the Troy Skating Club is to provide skaters with excellent facilities, programs and training (both private and in classes) to assist them in pursuit of their goals both inside and outside of competitive skating. The club is dedicated to the values of good sportsmanship and ethical practices and will incorporate these values in our daily routines and training programs. The club is committed to promoting the sport of figure skating by providing a professional and wholesome learning environment, in which skaters are encouraged and given every possible opportunity to reach their personal best in the sport. The club will constantly strive to improve its programs, staff and facilities for the benefit of our members and skaters. Section 3. NON-DISCRIMINATION – The Troy Skating Club shall not discriminate on the basis of age, race, color, religion, gender, national origin or sexual orientation. ARTICLE III MEMBERSHIP Section l. CLASSES OF MEMBERSHIP Section 1A. ADULT MEMBER – An Adult member shall pay applicable dues and fees to support the club and be a member of the USFS. An Adult member shall be permitted to skate on Adult ice sessions. Each Adult member, age 18 years or over, shall have one vote at the general meeting and may hold office in the club. Section 1B. JUNIOR/SENIOR MEMBER – A Junior/Senior Associate member shall pay applicable due and fees to support the club and be a member of USFS. A Junior/Senior Associate member shall be permitted to skate on Junior/Senior club ice sessions. A Junior Associate member shall be one who has not passed a Preliminary MIF or FS test, but must have passed the Basic Skill Level 8 test. Each Junior/Senior Associate member, age 18 years or over, shall have one vote ate the general meeting and may hold office in the club. Section 1C. PATRON MEMBER – An Associate member shall pay applicable dues to support the club and be a member of USFS. Each Associate member, age 18 years or older, shall have one vote at the general meeting and may hold office in the club. Section 1D. BASIC SKILLS MEMBER – A Basic Skills member shall pay applicable dues and fees, and be permitted to skate on designated Basic Skills sessions. A Basic Skills member shall not have a vote nor hold office in the club. Section 1E. SUBSEQUENT MEMBER – A subsequent member shall pay applicable dues to support the club and be a member of USFS. A Subsequent member is constituted as a parent or a legal guardian of a Full member or Junior Associate member. Each Subsequent member, age 18 years or older, shall have one vote at the general meeting and may hold office in the club. Section 1F. HONORARY MEMBER – An Honorary Member is one member voted such membership by the Board of Directors each year. An Honorary member is exempt from dues for said term. An Honorary member has no vote unless filling a vacancy on the Board of Directors. Section 2. All members shall comply with the Code of Regulations and the by-laws of USFS. Professionals in figure skating my be members of the club but cannot hold office or vote. Section 3. ARREARS IN DUES – No member shall be delinquent in financial obligations to the club for longer than thirty days. The Board of Directors may suspend such member after this time. Section 4. ARREARS FOR DUES RESTRICTIONS – No member in arrears for dues, or other indebtedness shall be eligible to hold office or be entitled to vote, or to enter in any club tests, competition or show. Section 5. RESPONSIBILITY FOR GUESTS – Members shall be responsible for the conduct and indebtedness of their guest at all club functions. Section 6. APPROVAL FOR COMPETITION OR EXHIBITION – No member(s) of the club shall make entry in the name of the club in any competition, exhibition or outside test session except with the approval of the President or club officer and/or Test Chairman (Test Chairman for test sessions only). ARTICLE IV OFFICERS Section 1. OFFICERS – The officers shall be President, Vice-President, Secretary, Treasurer, and Membership Secretary. The offices of the secretary and treasurer may be combined. Officers must be eligible members of USFS and the Troy Skating Club. ARTICLE V DUTIES OF THE OFFICERS Section 1. DUTIES OF THE PRESIDENT – It shall be the duty of the President to take charge of the club; to preside at all meetings of the club and the Board of Directors. He/She shall have the entire supervision and management of the club and of the Board of Directors. He/She shall have the entire supervision and management of the club and its property pending the action of the Board of Directors; the power to suspend any member violating the Code of Regulations of the club, pending the approval of the Board; to call special Board meetings and club membership meetings. The President, together with the Vice-President, Secretary or Treasurer, shall sign all agreements and contracts made by the club upon the approval of the Board of Directors. Section 2. DUTIES OF THE VICE PRESIDENT – It shall be the duty of the Vice-President to assist the President in the discharge of his/her duties and in his/her absence to assume his/her duties and officiate in his/her stead. The Vice-President shall succeed the President if for any reason the President cannot serve the remainder of his/her term. Section 3. DUTIES OF THE TREASURER – The treasurer shall have charge of the funds of the club and shall keep a record of all the receipts and disbursements and shall render a written report when requested by the President or the Board of Directors. The Board of Directors shall have the power to appoint an acting Treasurer if they deem necessary. The funds of the club shall be deposited in the name of the club in a bank or banks approved by the Board of Directors or in securities approved by the Board of Directors. All disbursements by check shall be signed by the Treasurer, or in the absence of the Treasurer, by any one of the other officers. Each disbursement over $100.00 shall be initialed by another officer prior to payment. Section 3A. EXPENDITURES AND REVENUE -- The treasurer shall prepare and submit to the annual meeting of the membership a program of anticipated expenditures for the coming year, together with proposals for sources of revenue to meet the expenditures. Section 4. DUTIES OF THE SECRETARY – It shall be the duty of the Secretary to keep the minutes of the meetings of the club and of the Board of Directors, and to supervise all reports and documents connected with the business of the club; shall notify applicants for membership of the election or rejection; and to prepare and issue notices of all meetings of the club and Board of Directors. Section 5. DUTIES OF THE MEMBERSHIP SECRETARY – It shall be the duty of the Membership Secretary to supervise the annual renewal of membership. The membership secretary will maintain current records of active and inactive members of the Troy Skating Club and notify the Treasurer of the status of unpaid debts or unsatisfied obligations the member has pending from the year prior to membership renewal. ARTICLE VI BOARD OF DIRECTORS Powers: The business and affairs of the club shall be managed by its Board of Directors. Section 1. NUMBER OF MEMBERS – There shall be a Board of Directors composed of eleven eligible Adult members/Adult Patron members of the club. Members must be 18 years of age, registered with the Troy Skating Club and USFS, and voting members of the club. Section 2. TERMS OF OFFICE – Three members shall be elected prior to the annual spring meeting of the membership and they will serve for a period of three years. Section 2A. ELIGIBILITY – A member of the Board of Directors completing a full three year term is not eligible for election to the Board of Directors for a full three year term until the lapse of one year. Board members shall not be from the same immediate family. Two members shall be appointed by the Board of Directors with which they will serve, one of whom shall be the immediate past President unless he/she is otherwise a member of the Board of Directors. They shall serve for a period of one year. Section 3. NOMINATION AND ELECTION – The candidates for the Board of Directors shall be, with the nominees’ approval, nominated by a nominating committee. The nominating committee shall consist of the three outgoing Board members. The list of nominees shall be mailed to each current voting member on or before February 15 for a period of two weeks. Further nominations may be added by the club membership. Ballots containing the names of all board nominees shall be mailed by the secretary to all voting members of the club in sufficient time to allow all ballots to be voted and counted at least three weeks before the Directors shall appoint a club member for the balance of his/her term. Section 4. ELECTION OF OFFICERS – The President, Vice-President, Secretary, Treasurer and Membership Secretary shall be elected by the new Board of Directors at least one week prior to the annual spring meeting of the club membership and shall hold office for one year, or until their successors are elected. Their term shall begin with the first day of the spring membership meeting. Vote shall be by secret ballot if more than one candidate is running. Election requires simple majority vote. Section 5. RESIGNATION – A Director may resign at any time by giving written notice of resignation to the club. The resignation is effective when the notice is received by the club unless the notice specifies a later effective date. Section 6. REMOVAL – Directors elected by voting members or directors may be removed as follows: (i) The voting members may remove one or more directors elected by them with or without cause unless the Bylaws provide that directors may be removed only for cause (ii) If a director is elected by a voting group, only that voting group may participate in the vote to remove that director; (iii) A director may be removed only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors; (iv) A director may be removed only at a meeting called for the purpose of removing that director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director; (v) An entire Board of Directors may be removed under paragraphs (i) to (iv) above; and (vi) A director elected by the Board of Directors may be removed with or without cause by the vote of the majority of the directors then in office or such greater number as is set forth in the Bylaws; except that a director elected by the Board of Directors to fill the vacancy of a director elected by the voting members may be removed without cause by the voting members, but not the Board of Directors. ARTICLE VII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. MEETING – The Board of Directors shall meet at least ten(10) times in every year. The date, time, and place of such meeting shall be stated by the President, or in his/her absence, by the Vice President. Section 1A. Regular board meetings are open to the members of the club and chairmen of the standing committees and may be requested by the President to attend a meeting of the Board of Directors. They may enter into and take part in any discussions, but may not vote. The President may, at the conclusion of the normal business meeting, call an executive session and ask that all non-board members or non-officers leave. The first thirty minutes of a regular board meeting shall be set aside for members with pre-approved topics for discussion. Section 1B. Any four members of the board may call a board meeting upon written notice to all of the members to the Board of Directors at least three days prior to the meeting. The notice shall state the date of the meeting and place of the meeting, purpose for which the meeting is called and the names of the four members requesting the meeting. Section 1C. All board members are required to attend a minimum of seven (7) regular board meetings per year unless excused through written or verbal notification to the President. Four missed meetings, without notification, will result in automatic resignation, without process of appeal. Section 2. QUORUM – Six members shall constitute a quorum. Section 3. AUTHORITY – They shall have authority in the management of affairs and finances of the club and shall have general control of all its property. All rights and powers connected therein shall be vested in them. No director may vote or act by proxy at any meeting of directors. Members may participate in a meeting by telephone. Section 4. RULES – They shall make such rules as they deem proper respecting the use of the club’s property; fix penalties for offenses against the rules for their own Board of Directors and for the committees appointed by them. Section 5. APPROPRIATIONS – All appropriations (beyond normal business expenditures) from the funds of the club shall be made by the Board of Directors. Section 6. AUDITS – The board may annually appoint an auditing committee to audit the records of the Treasurer with a report of the audit to be made to the board after June 1st but before the beginning of the fall session. Section 7. INDEBTEDNESS – They shall have power to limit the indebtedness of the club. Section 8. MEMBERSHIP – They shall have power to limit the indebtedness of a member of the club. Section 9. SUSPENSION – They shall have the power to suspend any member for violations of the Code of Regulations for conduct with they shall deem improper, but no one shall be suspended for longer than 30 days without a hearing. The hearing shall be held by the Pro Relations Committee. The Pro Relations Committee is to report back to the full Board for a final vote by majority. Section 10. EXPULSION – They shall have the power to expel any member for violations of the Code of Regulations or for conduct which they shall deem improper, but no member shall be expelled without a hearing. The hearing shall be held by the Pro Relations committee. The Pro Relations committee is to report back to the full Board for a final vote by 2/3 majority. Section 11. STANDING COMMITTEE – They shall appoint all standing committees with full authority over them except as hereinafter provided and shall appoint such other committees as shall seem to them necessary. The Board of Directors shall have the authority to activate, deactivate, and/or combine any standing committee with a 2/3 majority vote. Section 12. USFS DELEGATE – They shall elect a delegate or delegates to United States Figure Skating; delegates must be registered members of the club and meet qualifications of USFS Bylaws. The club secretary shall inform the USFS central office in writing of the names and addresses of the delegates elected. Said delegates shall be the representatives between the club and USFS and shall attend USFS meetings, either in person or by proxy. The Board may, as it seems fit, pay all or part of the travel expenses of the delegates to USFS meetings. Section 13. SKATING MAGAZINE REPRESENTATIVE – They shall appoint an active member of the club as Skating Magazine representative, to furnish new items of the activities of the club to “Skating” and to encourage the writing of technical articles of lasting interest for skating. Section 14. EXPENDITURES AND REVENUE – They shall prepare and submit to the annual membership meeting a program of anticipated expenditures for the coming year, together with proposals for sources of revenue to meet the expenditures. Section 15. BOARD MEMBERS LIMITATION – The office of a board member shall be vacated: 1. If he/she is or has been convicted of a felony. 2. If by notice in writing to the club, he/she resigns his/her office. 3. If he/she is no longer a member of the club. Section 16. SKATING PROFESSIONAL SELECTION – Upon the need to select a skating professional, the Board shall have the right and responsibility to recruit, interview, select, and approve said personnel. The President will appoint a temporary search committee, and this committee will represent the club’s initial recruitment matters. They will report to the Board of Directors with recommendations, qualifications, and information regarding the future selections. The professional will then be selected upon 2/3 majority vote by the Board of Directors after all members have had a reasonable opportunity to review all applications. ARTICLE VIII STANDING COMMITTEES Section 1. NAMES – The standing committees may be, but are not limited, to: Adult/Senior Membership Committee Junior/Skate With Us Membership Committee Music/Dance Committee Rules and Ice Committee Tests Committee Publicity Committee Show Committee Scholarship Committee Synchronized Skating Team Committee Property Committee Pro Relations Committee Fundraising Committee The chairperson of each committee shall be appointed by the Board of Directors after their first or second meeting after the election of officers. Other committees can be appointed to function during the year as the Board of Directors may deem necessary. Section 2. ADULT/SENIOR MEMBERSHIP COMMITTEE – This committee shall consist of up to three members. It shall maintain a current roster. This committee shall prepare and mail announcement letters to the membership prior to the beginning of the skating season and endeavor to obtain new members throughout the year. Section 3. JUNIOR/SKATE WITH US MEMBERSHIP COMMITTEE –This committee shall consist of up to six members who shall have complete charge of the Junior and Skate With Us group sessions. It shall prepare and mail announcement letters prior to the beginning of the skating season. It shall make rules and regulations governing membership, conduct on the ice, the division of the ice time for all Junior and Skate With Us group sessions, pending approval of the Board of Directors. It may ask for and receive help and advice from other standing committees of the club. It shall maintain a current roster. Section 4. MUSIC/DANCE COMMITTEE – This committee shall consist of up to three members. It shall select and make arrangements for the playing of music at club sessions and competitions and supervise the dance and free skating portion of the regular club sessions. Section 5. RULES AND ICE COMMITTEE – This committee shall consist of up to three members. It shall make rules and arrangements for the conduct of the club members during the regular club skating sessions. Those rules shall be approved by the Board of Directors and then posted on the club bulletin board. Section 6. SOCIAL COMMITTEE – This committee shall consist of up to seven members. It shall provide and take charge of social entertainment given by the club including the annual membership meeting and the hospitality of judges at test sessions and competitions. Section 7. TESTS COMMITTEE –This committee shall consist of up to three members. It shall have complete charge of setting dates and giving all USFS test and obtaining approved USFS judges for the tests. This includes club-sponsored tests given during summer sessions. The decision shall rest with this committee as to the persons eligible to take tests or to trial judge tests given by the Troy Skating Club. Section 8. PUBLICITY COMMITTEE – This committee shall consist of up to three members. It shall have charge of all publicity in the newspapers, radio, television, etc., with reference to club activities. Section 9. SHOW COMMITTEE – This committee shall consist of up to three members who will act as chairperson(s) of such sub-committee as the Board of Directors may designate. The members of the sub-committees shall be appointed by the chairperson of the sub-committee but approved by the Board of Directors. The committee is to be appointed only for the years a show is planned. Section 10. COMPETITION COMMITTEE – This committee shall consist of three or more members. It shall have complete charge of all USFS sanctioned competitions. Section 11. SCHOLARSHIP COMMITTEE – This committee shall consist of the President, the Adult/Senior Membership chairperson, the Junior/Skate With Us Membership chairperson, the Test Committee chairperson, and the Professional Staff. It is the responsibility of this committee to determine the Adult, Senior, Junior, and/or Skate With Us club members who are to receive the annual Troy Skating Club Scholarship awards and the Ellen Jenkins Memorial Scholarship Award. These awards shall be determined in the spring and are to be presented at the spring general membership meeting of the club. Section 12. SYNCHRONIZED SKATING TEAM COMMITTEE –This committee shall consist of up to three persons who shall prepare letters of announcement at the beginning of the skating season, collect dues, take attendance and generally supervise this group off the ice. It shall cooperate with the Professional(s) in the operation of the group(s) within the Troy Skating Club. Section 13. PROPERTY COMMITTEE – This committee shall consist of up to three members who will have complete charge of all physical properties of the club. Section 14. PRO RELATIONS COMMITTEE – This committee shall consist of the officers of the Troy Skating Club and any other members the President may appoint. It shall have as its responsibility communicating any matters among the professionals to the Board of Directors. Section 15. FUNDRAISING COMMITTEE – This committee shall consist of up to three members. It shall maintain a current list of volunteers. In cooperation with the Treasurer, the Fundraising Committee shall set a fundraising budget with revenue goals for each year. It shall take responsibility for performing all tasks and soliciting all manpower needed to develop and implement such fundraising events as appropriate and necessary to reach fundraising goals for each year. It shall hold a minimum of two fundraising events per year, excluding any competitions that may be held that same year. All fundraisers must be approved by the Board of Directors. The Fundraising Committee shall be responsible for submitting a report to the Board regarding the costs and revenue associated with each fundraising event both prior to and after each event. This committee may ask for help of any other committee and/or club members as needed. ARTICLE IX CLUB MEETINGS Section 1. TIME – There shall be one stated club membership meeting each year. This stated meeting shall be held within one month after the skating season closes in the spring. Section 2. SPECIAL MEETINGS – The Secretary shall call special meetings at the direction of the President, or upon the written request of five active voting members of the club in good standing, or four members of the Board of Directors. Section 3. NOTICES – Notices of stated and special meetings shall be mailed by the responsible person to every voting member at least two weeks in advance thereof including the purpose of the meeting and the items to be discussed. See Article VII, Section 1B. Notices shall be given within thirty (30) days after the request for a special meeting is made. Section 4. SPECIAL MEETING LIMITATION – No business shall be transacted at a special meeting except that of which notice is given. ARTICLE X CONFLICTS OF INTEREST Section 1. DEFINITION – As used in this section: (i) “conflicting interest transactions” means a contract, transaction, or other financial relationship between the club and a director of the club, or between the club and a party related to a director, or between the club and an entity in which a director of the club is a director or officer or has a financial interest, and (ii) 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, or 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 officer or has a financial interest or solely because the director is present at or participates in the meeting of the club’s Board of Directors or of a committee of the 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: (i) 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 Board of Directors or the committee, and the 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; or (ii) 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; or (iii) 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 Board of Directors or of a committee, which authorizes, approves, or ratifies the conflicting interest transaction. Section 3. LOANS – No loans shall be made by the club to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the club for the amount of such loan until its repayment. ARTICLE XI CONFLICT RESOLUTION If any member of the club has a complaint against another member of the club for an infraction of any bylaw, rule, policy, or procedure of the club, other than the skating rules, they may file a complaint in writing to the Board of Directors. Such complaints will be investigated and resolved according to the club’s conflict resolution policy. ARTICLE XII 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 (i) such person conducted himself/herself in good faith, (ii) such person reasonably believed (A) in the case of a director acting in his/her official capacity, that his/her conduct was in the club’s best interests, or (B) in all other cases, that such person’s conduct was at least not opposed to the club’s best interests, and (iii) in the case of any criminal proceeding, such party had no reasonable cause to believe his/her conduct was unlawful. However, the club may not indemnify a person either (i) 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 or (ii) 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 Board of Directors by a majority vote of a quorum of the Board, which quorum shall consist of directors not parties to the subject proceeding, or by such other person or body as permitted by law. ARTICLE XIII MISCELLANEOUS Section 1. RECORDS –The club shall keep as permanent records minutes of all meetings of its members and Board of Directors, a record of all actions taken by the members or Board of Directors without a meeting and of actions taken by a committee in place of the Board of Directors, and a record of all waivers of notices of meetings of members, the Board of Directors or any committee. The club shall also maintain the following records: (i) appropriate accounting records; (ii) its Articles of Incorporation and Bylaws; (iii) Board resolutions relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members, if any; (iv) a list of the names and business or home addresses of its current directors and officers; (v) a copy of its most recent corporate report delivered to the state; (vi) a 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; (vii) all written communications within the past three (3) years to members; and (viii) 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 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: (i) the member must have been a member at least three (3) months immediately preceding the demand; (ii) the demand must be made in good faith and for a proper purpose; (iii) the member must describe with reasonable particularity the purpose and the records the member desires to inspect; and (iv) 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 Board of Directors gives its consent, the club’s membership list or any part thereof may not be: (i) obtained or used by any person for any purpose unrelated to a member’s interest as a member; (ii) 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; (iii) used for any commercial purpose; or (iv) sold to or purchased by any person. Section 4. FINANCIAL STATEMENTS – Upon the written request of any member, the club shall mail to such member 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 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. FISCAL YEAR – The fiscal year of the club should, but is not required to, correspond with the fiscal year of the USFS (ie, beginning on July 1 and ending on June 30). Section 7. 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. Section 8. AMENDMENTS – These Bylaws my be amended, altered, or repealed and new bylaws may be adopted by a vote of two-thirds (2/3) of the members present at any meeting of the members at which a quorum is present, and not otherwise. ARTICLE XIV Section 1. Upon dissolution of the Troy Skating Club, all assets (after payment of liabilities) shall be distributed to such organizations as the Board of Directors shall designate, so long as any recipient shall be organized and operating exclusively for charitable, educational, or scientific purposes as shall at such time qualify it as an exempt organization under Internal Revenue Code Section 501(c) (3) or its successor Section. Merger or inactive status shall not be considered a dissolution. ARTICLE XV FEES, DUES, AND ASSESSMENTS Section 1. RESPONSIBILITY –The Board of Directors shall determine any fee, dues or assessments of club members except as hereinafter stipulated. ARTICLE XVI AMENDMENTS Section 1. These Code of Regulations may be amended by a majority vote of the membership qualified to vote at and present at the annual membership meeting of the Troy Skating Club (see Article IX, Section 1). The membership shall have received a copy of the proposed amendment, for the purpose of review, before the annual spring meeting. BYLAWS CERTIFICATE The undersigned certifies that he/she is the Secretary of the Troy Skating Club, and that he/she is authorized to execute this certificate on behalf of said club and the foregoing is a complete and correct copy of the presently effective Bylaws of the club. Dated: ______________________ Name: |