Washington Ski Touring Club

WSTC Bylaws

ARTICLE I. NAME

The name of this organization is the Washington Ski Touring Club, hereafter called the WSTC, and it is incorporated under the Washington Nonprofit Corporation Act.

ARTICLE II. PURPOSES

Section 1: To promote, encourage and foster the sport of Cross Country (Nordic) snow skiing by providing a forum for the exchange and sharing of information and skills.

Section 2: To promote, encourage and foster safety and proficiency in Cross Country skiing by offering education and training opportunities to members of the WSTC and the public.

Section 3: To organize and sponsor skiing and recreational and educational activities for the benefit of the membership.

Section 4: To promote and encourage awareness, concern for, and participation in the defense of natural resources, wildlife and environment against encroachment, misuse and destruction, detrimental to the conduct of Cross Country snow skiing.

Section 5: To conduct all other activities permitted under the Washington Nonprofit Corporation Act.

ARTICLE III. MEMBERSHIP

Section 1: The WSTC shall have members. Membership is open to all persons who are interested in the purposes of the WSTC, pay the required annual membership dues, and agree to follow all safety rules adopted by the WSTC.

Section 2: Individual memberships and household memberships are available.

Section 3: A membership may be revoked. Revocation of membership must be proposed by the Board of Directors and approved by the assent of at least two thirds of the members of the Board. Written notice of proposed revocation of membership shall be given to the member at least ten (10) days before the meeting at which the revocation of membership is to be considered, and that member shall have an opportunity to present arguments.

Section 4: Reinstatement of membership must be proposed by the Board and approved by the assent of at least two thirds (2/3) of the members of the Board after a hearing at which the person whose membership was revoked has an opportunity to be heard.

Section 5: Memberships are non transferable and shall be terminated upon death of a member.

ARTICLE IV. OFFICERS and the BOARD of DIRECTORS

Section 1: The Board of Directors shall be comprised of the officers of the WSTC. The Board shall act without compensation.

Section 2: The authority and responsibilities of the Board of Directors shall be as follows:

1. Manage the affairs of the WSTC.
2. Propose changes to membership dues.
3. Adopt an annual operating budget and approve miscellaneous expenditures.
4. Establish ad hoc and standing committees to carry out the purposes of the WSTC.
5. Schedule membership meetings and plan and approve meeting programs.
6. Appoint interim members to the Board of Directors and fill vacancies until the next scheduled election.

Section 3: The Board of Directors shall meet a minimum of three times per year to conduct the business of the WSTC. The date, time and locations of each meeting shall be published in the newsletter or otherwise made available to the membership in advance. In addition to the three required meetings, the Board may hold special meetings at any place at any time, whenever called by the President or any two or more members of the Board of Directors. Notice of special meetings shall be given to the Board of Directors by the person(s) calling the meeting, either orally or by mail, at least three days prior to the scheduled meeting date. Meetings shall be open to any interested member.

Section 4: A majority of the Board of Directors appearing in person or by proxy shall constitute a quorum at any meeting of the Board, provided, that if less than a majority of the Board are present at said meeting, a majority of the Board present may adjourn the meeting from time to time without further notice. The act of a majority of the Board present or appearing by proxy at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater proportion is required by the Washington Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws.

Section 5: The officers of the WSTC are President, Vice President, Secretary, Treasurer, Publications Coordinator, and not less than three and not more than nine Members at Large. All officers must be members in good standing of the WSTC.

Section 6: The number of Members at Large may be increased or decreased from time to time as the affairs of the WSTC may require, by a vote of the majority of the members present at a properly called meeting of the membership.

Section 7: Each officer shall hold office for a period of one year from the time of their election, and until their successors shall have been elected and qualified.

Section 8: Any two or more offices may be held by the same person, except the offices of president and secretary.

ARTICLE V. DUTIES OF OFFICERS

Section 1: The PRESIDENT shall:

1. Schedule and preside over meetings of the membership.
2. Schedule and preside over meetings of the Board of Directors.
3. Represent the WSTC in its public relations and dealings with any agency or organization.
4. See that orders and resolutions of the Board are carried out.
5. Call any special meetings of the Board of Directors.
6. Perform such other duties as the Board of Directors may require.

Section 2: The VICE PRESIDENT shall:

1. Perform all duties of the President in his or her absence or disability.
2. Be responsible for new member liaison and WSTC publicity activities.
3. Perform such other duties as the Board of Directors may require.

Section 3: The SECRETARY shall:

1. Keep records and minutes of the Board of Directors' meetings.
2. Keep records and minutes of the proceedings of the annual membership meeting.
3. Maintain a current record of officers' names, addresses and phone numbers.
4. Maintain current information on members, including their names, addresses,and phone numbers, and type of membership.
5. Maintain a permanent record of the WSTC's Articles of Incorporation and Bylaws.
6. See that all notices and reports are duly given in accordance with these Bylaws or as required by law.
7. Perform such other duties as the Board of Directors may require.

Section 4: The TREASURER shall:

1. Collect all money due the WSTC.
2. Hold and disburse WSTC funds as directed by the Board.
3. Maintain all financial records in a permanent, organized format which can be inspected by an auditing committee as directed by the Board.
4. Be a signatory to the WSTC's checking account.
5. Make semiannual treasury reports to the Board and to the membership.
6. Perform such other duties as the Board of Directors may require.

Section 5: The PUBLICATIONS COORDINATOR shall:

1. Be responsible for the publication of the WSTC Newsletters and WSTC Rosters.
2. Be responsible for mailings and distribution of WSTC Newsletter, Rosters, and any other WSTC publications.
3. Perform such other duties as the Board of Directors may require.

Section 6: The MEMBERS AT LARGE shall:

1. Facilitate and coordinate the scheduling and planning of WSTC sponsored outings.
2. Be responsible for the WSTC HOTLINE, a telephone answering machine or similar device, that will provide trip schedules and updated outing information to the membership.
3. Facilitate and coordinate the planning and scheduling of WSTC sanctioned training and practice sessions.
4. Maintain WSTC awareness of conservation and environmental issues that affect the opportunities and locations where WSTC members may engage in cross country skiing.
5. Represent the WSTC in dealings with agencies or organizations that are relevant to environment and conservation issues.
6. Be responsible for selecting and scheduling a meeting place.
7. Be responsible for planning and scheduling programs and presenters for the membership meetings.
8. Perform such other duties as the Board of Directors may require.

ARTICLE VI. ELECTIONS

Section 1: The annual elections of officers shall be held at a regularly scheduled meeting of the membership in the month of April.

Section 2: Each person over the age of eighteen years who holds an individual membership shall be entitled to cast one vote on each matter submitted to a vote of members and shall be eligible to hold an elective or appointed office in the WSTC. Each person over the age of eighteen years, who lives within a household that has paid the required annual household dues, and who meets the other requirements for membership, will have the same rights to vote and hold office as an individual member.

Section 3: During the last scheduled membership meeting prior to the annual April membership meeting, the Board shall solicit candidates for election from the floor. Interested members may volunteer their candidacy to the Board for consideration at any time prior to the April membership balloting.

Section 4: Notice of elections shall be published in the April Newsletter at least 5 days prior to the scheduled membership meeting. Candidate statements may be included with the April Newsletter.

Section 5: Balloting may be conducted by written ballot, or by voice vote, or show of hands of the membership, at the discretion of the Board. The vote shall be tabulated and announced at the April membership meeting. The newly elected officers shall assume their duties at the first regularly scheduled Board of Directors' meeting of the next fiscal year.

ARTICLE VII. MEMBERSHIP MEETINGS

Section 1: Membership meetings may be scheduled monthly, but in no event shall there be fewer than three meetings per year.

Section 2: Notice of the dates, times and locations of meetings shall be published in the WSTC newsletter, at least five (5) days prior to the scheduled meeting.

Section 3: Membership meetings may have both business and program components.

Section 4: The annual membership meeting shall be in April at the date, time and location designated by the Board of Directors for any particular year.

Section 5: A quorum shall consist of no less than one tenth (1/10) of the votes entitled to be cast in person at a membership meeting. A majority vote of the members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted on by the members, unless a greater proportion is required by the Washington Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws.

ARTICLE VIII. FISCAL YEAR

The fiscal year of the WSTC shall begin on the first day of July and end on the last day of June in each calendar year.

ARTICLE IX. FUNDS

Section 1: The WSTC shall maintain two funds, a General Fund and a Conservation Fund.

Section 2: The General Fund shall:

1. Consist of a checking account in an insured bank, the location to be determined by the Treasurer and approved by the Board of Directors.



2. Be the depository of all funds received by the WSTC, excepting those designated for the Conservation Fund. Any interest shall be added to and remain a part of the General Fund.



3. The use of funds in the General Fund is restricted to pay for the operations of the WSTC, (i.e., postage, phone line, newsletter, bank charges, meeting hall rental, etc.), sanctioned trip deposits for WSTC sponsored outings, and membership fees or dues in other conservation or environmental organizations that promote the interests of the WSTC. Any other use of WSTC General funds shall require the approval of a majority of the members present at a properly called meeting of the membership following notification in the WSTC newsletter or special mailing. The funds in this account are held in trust for the members of the WSTC.

Section 3: The Conservation Fund shall:

1. Consist of a banking account in an insured bank, the location to be determined by the Treasurer and approved by the Board of Directors.



2. Be the depository of funds received by the WSTC, specifically designated for the Conservation Fund. Any interest shall be added to and remain a part of the Conservation Fund.



3. Be used as contributions to and for conservation or environmental organizations that promote the interests of the WSTC. The funds in this account are held in trust for the members of the WSTC.



4. Disbursement of funds from the Conservation Fund shall require the approval of at least two thirds (2/3) of the members of the Board.

Section 4: The signature of the Treasurer of the Board of Directors shall be required for withdrawal of any and all funds.

Section 5: The Board of Directors may propose changes to the dues structure. Such proposals shall be presented for and require the approval of a majority of the general membership present at a properly called meeting of the membership. Notification of a dues change proposal shall be provided through the newsletter or special mailing prior to the meeting.

ARTICLE X. DISSOLUTION

Section 1: The WSTC may be dissolved when two thirds (2/3) of the members of the Board approve a resolution to dissolve the WSTC; the Board presents the resolution to dissolve to the membership; and two thirds (2/3) of the membership vote to dissolve the WSTC. The membership vote may be conducted by mail ballot, or by poll of the membership at a regularly scheduled or special meeting of the membership.

Section 2: The Board of Directors shall be responsible for distributing the assets of the WSTC in compliance with the Washington Nonprofit Corporation Act and the Articles of Incorporation, filing Articles of Dissolution as required by the Washington Nonprofit Corporation Act, and taking all other actions necessary to conclude the affairs of the WSTC.

Article XI. LIMITATION OF DIRECTOR AND OFFICER LIABILITY

Section 1: Limitation of Liability. The rights and privileges of this Article shall apply equally to Directors and Officers. A director or officer shall have no personal liability to the corporation or its members for monetary damages for conduct as a director or officer. This limitation of liability is intended to provide the maximum benefit and protection to such directors and officers as is permissible under RCW 24.03.025(4)(c), as amended and such other applicable the laws of the State of Washington. This limitation shall not eliminate or limit the liability of a director or officer for acts or omissions that involve intentional misconduct by that director or officer or a knowing violation of law by that director or officer, or for any transaction from which the director or officer will personally receive a benefit in money, property or services to which the director or officer is not legally entitled. No provision contained in this paragraph shall limit or eliminate liability of a director for any act or omission occurring before these articles are filed with the Secretary of State.

Section 2: Statutory Amendments. If the Washington Nonprofit Corporations Act (RCW 24 et seq.) is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of a director or officer, then the liability of a director or officer of this corporation shall be eliminated or limited to the fullest extent permitted by law as so amended. Any repeal or modification of the forgoing by the members of this corporation shall not reduce or eliminate protection afforded by this article to a director or officer of this corporation existing at the time of such repeal or modification for any acts or omissions of the director or officer occurring prior to such repeal or modification.

Section 3: Indemnification. Each director or officer now or hereafter serving this corporation, or who has served this corporation, and the respective spouses, heirs, executors and administrators of each of them shall be indemnified by this corporation to the fullest extent permitted now or hereafter by the laws of the State of Washington against all costs, expenses, penalties, fines, settlements, judgments and liabilities, including attorneys fees and including expenses incurred in securing indemnity from this corporation, reasonably incurred by or imposed upon him in connection with or resulting from any proceeding (as defined in RCW 23B.08.500(7)) in which he is or may be a party by reason of his being or having been such a director or officer or by reason of any action alleged to have been taken or omitted by him as such director or officer. Reasonable expenses incurred by a director or officer who is party to a proceeding shall be advanced by this corporation in advance of the final disposition of the proceeding, to the fullest extent permitted by Washington law; provided, however, that this corporation may indemnify any such indemnitee in connection with any proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board of Directors of this corporation and only to the extent authorized. Nothing contained in this paragraph shall limit this corporations ability to reimburse expenses incurred as a director in connection with his appearance as a witness in a proceeding at a time when he has not been made a named party in a proceeding when such indemnification is expressly authorized by the Board of Directors.

Section 4: Indemnification of Others. Any employee or committee chairperson or member or other agent of this corporation may be indemnified to the same extent as directors when such indemnification is expressly authorized by the Board of Directors.

Section 5: Rights Not Restricted. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this article shall not be exclusive of any other right to which a person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement vote of members, directors or otherwise permitted by law. The right of indemnification conferred herein shall be a contract right.

ARTICLE XII. AMENDMENTS TO THE BYLAWS

Section 1: The Bylaws may be amended by the following procedure:

1. Proposals to amend the Bylaws may be initiated by any member in good standing.
1. Proposals to amend the Bylaws may be presented to the Board by any individual member. Such a proposal must be approved by at least two thirds (2/3) of the members of the Board of Directors and then presented to the membership.
2. Proposals to amend the Bylaws may be presented to the Board by signed petition of one tenth (1/10) of the membership. The Board shall verify the petition and then present the proposal to the membership. Such a proposal does not require the approval of the Board of Directors.
2. The Board shall present any proposed amendments at a meeting of the membership after providing a one month notice through the newsletter or special mailing.
3. The vote will take place during the next scheduled business or special meeting. Balloting may be by written ballot, voice vote, or show of hands at the discretion of the Board.

Section 2: An amendment must be approved by two thirds (2/3) of the members present at a properly called meeting at which there is a quorum.

ADOPTED as of April 4, 1990
AMENDED as of March 7, 1991.
AMENDED as of December 2, 1999.

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Last updated: 9/18/01