KNSC Constitution & Bylaws

As amended March, 2007 and approved April 3, 2007

ARTICLE I. Name
A. The name of the organization shall be the Kachemak Nordic Ski Club (KNSC)

B. The established mailing address is: Kachemak Nordic Ski Club, P. O. Box 44, Homer, Alaska, 99603.

ARTICLE II. Purpose
A. The mission of the Kachemak Nordic Ski Club (KNSC) is to promote and encourage Nordic skiing in the Kachemak
Bay area.

B. KNSC is a non-profit, unincorporated organization and is organized within the meaning of section 501(c)(3) of the
Internal Revenue Code and shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code.

C. The affairs of this organization shall be managed by the Board of Directors within the limits of this Constitution and Bylaws. No other persons may collect funds, make contracts, incur expenses or initiate any actions in the name of the
organization without prior approval of the Board of Directors.

ARTICLE III. Membership
A. Classes of Membership: There shall be two (2) classes of membership. These are:

1. Individual memberships, each individual member whose dues are current within the last calendar year is authorized one (1) vote

2. Family membership, each family membership whose dues are current within the last calendar year is
authorized two (2) votes.

B. No person shall be restricted from membership on the basis of race, religion, sex, national origin, age, disability,
political affiliation, or belief.

ARTICLE IV. Club Officers
A. Club Officers: Club Officers will be elected by the members of the Board, at a meeting immediately following the Fall Annual Meeting. If any board member resigns, the Board of Directors shall appoint a replacement to complete the balance of the term until the next Fall Annual Meeting.

B. Duties:

1. President:

a. Prepare the agenda and preside at all meetings.

b. Appoint committees as necessary.

c. Function as the principal executive officer, and supervise affairs of the club.

2. Vice President:

a. Perform all Presidential duties in the absence of the President.

3. Treasurer:

a. Receive and disburse all KNSC funds as directed by the Board.

b. Furnish Board of Directors with financial data at each Board Meeting.

c. Furnish annual financial report to the membership at the Annual Meeting.

d. Oversee the monthly billing.

4. Secretary:

a. Record minutes at all Board of Directors and General Membership Meetings.

b. Responsible for club correspondence as necessary.

c. Maintain a copy of current members with contact information.

d. Maintain copy of KNSC Constitution and Bylaws.

e. Post all Board of Director’s and General Membership Meeting minutes on the KNSC website.

ARTICLE V. Board of Directors
A. Board of Directors: The Board of Directors will consist of nine (9) voting or affiliate members elected at large from
the membership. Elected board members will serve a term of three (3) years, with openings staggered, and shall serve
as an officer or committee chair as needed. There are no limits on the number of terms a member may serve on the
Board of Directors

B. Board of Directors – Qualifications: Any member in good standing as specified in Article VI. Section B, Paragraph 2 is qualified to serve on the Board of Directors.

C. Duties of the Board of Directors:

1. Conduct the business of KNSC, establish policies and take appropriate action to fulfill the purpose of KNSC.

2. Regularly review KNSC programs and goals.

3. Create such committees as they deem necessary to carry out the business of the club. The Committee Chairperson shall be selected by each committee, and may disburse funds budgeted for that committee.

4. Act as a Board of Review for any disciplinary action if review or appeal is requested by any party involved.

5. Approve all disbursements of club funds over the amount of $300, or which exceed budgeted amounts.

6. Review KNSC Constitution and Bylaws every odd numbered year.

D. Board of Directors – Decisions: Any decision of the Board of Directors may be revoked by a two thirds (2/3) vote of the membership attending a General Membership Meeting.

E. Directors are expected to attend all meetings and to keep informed on business conducted. After two (2) consecutive (unexcused) absences a year, a director may be removed from the Board by a majority vote of the Board.

ARTICLE VI. Meetings and Elections
A. Board of Directors Meetings: The Board of Directors shall meet at least once a month from October to April, and
additionally as needed. The regular meeting time of the Board shall be determined by the Board upon assuming office and shall be communicated to all members. Special meetings of the Board may be called by the President or by a majority of the members of the Board.

1. A majority of five (5) members of the Board of Directors shall constitute a quorum at any Board meeting. Decisions shall be by majority rule.

2. All meetings of the Board of Directors shall be open to the general membership, however, only Board members may vote. Discussions may be held in executive session if there are matters, the immediate knowledge of which would clearly have an adverse effect upon the finances of the club; the subjects would tend to prejudice the reputation and character of any persons, providing that the person may request a public discussion; and matters which, by law, are required to be confidential. A definitive statement of the item of executive session discussion shall be made prior to the adjournment of the Board into executive session. No vote may be taken during an executive session. The agenda for each meeting shall be posted at the KNSC website.

3. Most club business will be completed in various committees, so that board meetings can primarily consist of committee chairs reporting the decisions and recommendations arrived at by the committees

B. General Membership Meetings: There shall be at least one (1) meeting of the general membership in the Fall, typically in November. Meeting dates will be announced to members at least two (2) weeks (14 days) in advance.

1. A quorum for all membership meetings will be those members present, in good standing.

2. Voting members in good standing are those listed on the Secretary’s current membership roster, and have paid current dues within the last calendar year.

3. A majority of the votes cast will decide each issue.

4. Meetings shall be conducted in the manner prescribed by Robert’s Rules of Order.

5. Special membership meetings may be called at any time by the Board of Directors, or upon written request and statement of purpose signed by at lease five (5) members as defined in Article III, Section A, Item 1.

C. Elections:

1. Candidates for the elected directors shall be open to any voting member as defined in Article VI, Section B, Paragraph 2. No person wishing to be considered a candidate shall be excluded from nomination provided they are a member in good standing.

2. All candidates who desire to be placed on the ballot for election to the board of directors will notify the Secretary at one week before the annual meeting. The secretary will prepare a ballot with candidates’ names to be distributed to members at the annual meeting.

3. If numbers of candidates on the ballot are less than the open seats, nominations will be accepted from the floor provided that the candidates agree to serve, and are members in good standing.

4. Directors shall be elected by the voting members in attendance at the Annual Spring Meeting: specific date, time and place to be determined by the Board of Directors.

a. Elections shall be by secret ballot except if only one (1) candidate is nominated for each Board seat upon motion from the floor, the election for that office(s) may be by voice vote.

b. The three (3) candidates receiving the greatest number of votes shall be elected to the Board.

5. All elected directors shall assume the duties of their office immediately following the annual meeting.

ARTICLE VII. Finances
A. Dues and Fees:

1. The amount of dues and fees shall be determined by the Board of Directors.

B. Budget:

1. An annual budget shall be formulated by the board in October of each year.

2. The Board of Directors may not incur indebtedness beyond income for any purpose in the name of the club, without approval of two thirds (2/3) of the current paid up membership present at a General Membership
Meeting.

3. Any expenditure not provided for in the budget must be approved by the Board of Directors.

C. Accounts – Authorized Signatures: All KNSC funds shall be maintained in insured accounts, and shall be disbursed by authorized signature of any one the four board officers, who shall all be listed as singers to the club account.

ARTICLE VIII. Amendments
A. Amendments to the Bylaws may be proposed by the Board of Directors to the general membership. A request for amendments by the membership must be submitted to the Board in writing, accompanied by a petition signed by a minimum of ten (10) voting members.

B. Amendments and revisions to the Bylaws shall be made by a simple majority vote of those present at a General Membership Meeting. Amendments adopted, unless otherwise specified shall be effective immediately and shall supersede any previous Bylaws formerly held by KNSC.

C. Copies of all proposed amendments shall be sent to each club member at least ten (10) days prior to the scheduled
meeting at which they will be voted upon.

ARTICLE X. Dissolution
Upon the dissolution of KNSC, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation which has established its tax exempt status under section 501(e)(3) of the Internal Revenue Code. This Constitution and Bylaws of Kachemak Nordic Club were voted on and adopted at the Board Meeting of April 3, 2007.