ARTICLE I. NAME OF ORGANIZATION
SKIJOR USA, INC.
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable, educational and scientific purposes, and to foster national or international sports competition, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Notwithstanding anything herein to the contrary, the purposes of this corporation are limited to exclusively to exempt purposes within the meaning of Section 501(c)3 of the Internal Revenue Code.
Section 2. Specific Purpose
Skijor USA provides organizational, promotional and educational services to those engaged in the sport of skijoring also known as Triple Cross. We support races of all sizes, nationally, which adhere to a common set of rules and regulations. These serve to set a high standard of excellence, safety and fairness. We are an alliance that promotes consistency, transparency, camaraderie and sportsmanlike conduct.
Skijor USA also serves a charitable purpose in that we and our races are affiliated with local and national charities which directly benefit our communities. These charitable causes are primarily focused on therapeutic and disabled athletic programs directly benefitting veterans of war, but may also include charities significant to a local race. The specific objectives and purpose of this organization shall be:
- to provide opportunities at member races for participants of all ages to engage in competitive and recreational skijoring also known as Triple Cross;
- to sponsor, host, support and/or participate in events and activities that promote the sport of skijoring or Triple Cross; to raise the level of awareness of skijoring or Triple Cross through media and press and to heighten the experience of competitors and spectators at our events so that participation and attendance grows and more funds are raised for charitable causes;
- to provide a common set of rules and procedures for member races that make the sport of skijoring or Triple Cross safe, fair and consistent for participants and to keep organizers, officials, volunteers and spectators safe, properly trained and/or well informed;
- to assist member races to build courses that are safe for competitors and provide experienced Course Regulators in advance of races to evaluate, examine and test tracks and make recommendations to races in advance of their event so that they meet SJUSA criteria;
- to provide education and instruction in the sport of skijoring or Triple Cross to persons of all ages and abilities specifically related to proper training, equipment usage, course building and management and safe racing techniques;
- to establish a mentoring program and maintain an Advisory Committee on racing related matters, scientific testing of equipment and topics of sustainable growth; to organize clinics, provide a written handbook and post online tutorials;
- to select national charities with which Skijor USA will form long-term partnerships and thus, stand to benefit on a national level and to educate the participants and public about these causes at our events;
- to aid race venues in fundraising at events to directly benefit their communities and other local charitable causes;
- to secure sponsorships, gifts in-kind and donations to aid race venues in hosting the safest possible events, attracting competitors, establishing funds to assist races or competitors in temporary financial distress and providing educational programs and clinics to encourage more participation in our sport.
ARTICLE III. INITIAL DIRECTORS
The names and addresses of the persons who are the initial directors of the corporation are as follows:
Loren Zhimanskova, 50 Vanderbilt Avenue #49, New York, NY 10017
Mark LaRowe, 2030 Cromwell Dixon Lane F, #155, Helena, MT 59602
Levi Downey, 66 Kountz Road, Whitehall, MT 59759
The Trustees of the Corporation, also known as the Board of Directors, shall be hereafter referred to as the Members of the Corporate Council. The President shall be referred to as the Chair and the Vice-President as the Vice-Chair.
ARTICLE IV. MEMBERSHIP
Section 1. Eligibility for Membership
Application for membership shall be open to any current skijoring race organizer or race committee that supports the purpose statement in Article II, Section 2. Membership is granted after completion and acceptance of a membership application and receipt of annual dues for Qualifying and Associate Races (one delegate per race shall be assigned by the local race committee and then approved by the Corporate Council). Memberships shall be
granted upon a majority vote of the Corporate Council. A membership may be revoked with good cause for unsportsmanlike conduct, unsafe racing practices or failure to pay dues upon a majority vote of the Corporate Council. Skijoring events that have applied for and received approval for Membership shall herein be referred to as “Member Races”. There are two levels of memberships, "Qualifying Race Membership" and "Associate Race Membership". An "Exhibition Race Membership" may be considered in the future.
Section 2. Annual Dues
The initial amount required for annual dues shall be $500 each year for a Qualifying Race Membership and $100 each year for an Associate Race Membership unless changed by a majority vote of the Corporate Council. A Qualifying Race is one which is part of a regional circuit and at which competitors may earn regional points toward a year-end championship final. A Qualifying Race must meet Skijor USA criteria for course design, safety standards and rules and regulations. An Associate Race is one at which competitors may not earn points, but which meets Skijor USA criteria and is thus, entitled to some benefits including a portion of sponsorship dollars. Continued membership is contingent upon being up-to-date on membership dues, maintaining sportsmanlike conduct as well as safe and fair racing practices at the event.
Section 3. Rights of Members
Each Member Race shall be eligible to appoint one Race Delegate to cast a vote in Race Delegate Committee meetings. These Committee Members shall be approved by the Corporate Council. The results of these votes will be taken on advisement by the Corporate Council and adopted upon a majority vote of the Corporate Council.
Section 4. Benefits of a Qualifying Race Membership
a. Sponsorship Funding: Funds raised from Regional & National sponsors will be allocated and distributed by the Corporate Council to Member Races. Our tax exempt status, regional race calendar and year-end finals, strong business acumen and corporate networking program set us up for success. Member Races will be entitled to use these sponsorship funds at their own discretion.
b. Track Building & Beyond: SJUSA has people with decades of experience on our team who are ready to teach, advise and participate in the process of designing and building safe, yet challenging, tracks. SJUSA can also direct races to individuals able to furnish ropes, rings, stands and timing devices.
c. Race Advisor: An experienced SJUSA advisor will be at the service of each Member Race months in advance of the event to answer questions and offer guidance. A Check List will be provided to the Member Race and the SJUSA Advisor and Member Race will review this list 2-3 days prior to the race and make any necessary changes to ensure safety, fairness and consistency.
d. Budgetary Needs: SJUSA will provide a Guide to Skijoring 101 or Handbook which will include, but not be limited to, a detailed list of budgetary items each Member Race can anticipate. SJUSA will advise as to how best to fill these needs either monetarily, through in-kind gifts or through SJUSA support.
e. Competitors: SJUSA’s Point Series will ensure that Member Races attract top competitors well in advance of the event. SJUSA will market to local competitors as well. A common online registration process will be in place to simplify the entry process and retain competitor data from season to season.
f. Promotion & Marketing: SJUSA will provide access to high quality, professional photographers and videographers to promote each race. Live broadcasts of SJUSA events will be provided only if the standard of excellence equal to our photographic and video content is met. Social media pages will be maintained in a professional manner and monitored for appropriate content. Search engine optimization tools will be employed. All SJUSA Member Races will receive exposure on our website and social media pages 12 months of the year. Cross marketing programs for regional races and summer marketing programs will be instituted. Professional announcers will be sourced and material provided to them so that spectators stay engaged and informed.
g. Event Insurance: SJUSA will provide reliable sources for insurance at various levels according to the Member Race’s need(s). We are not licensed to sell insurance; thus, SJUSA will simply act as a liaison and put Member Races in touch with insurance brokers directly. Competitor insurance can also be discussed between Members Races and licensed agents, but SJUSA is cautious to recommend such insurance as it can often affect a primary health care policy.
h. Regional Race Series & Championship Finals: SJUSA will offer various regional race series that will qualify competitors for a year-end Championship Final. Member Races will be invited to attend regional “Organizer Summits” which will increase communication between races and develop a support network.
i. Communication: Each Member Race will be entitled to assign a Race Delegate who will be invited to attend special meetings as well as annual and semi-annual meetings of SJUSA. These will be conducted either in person or through telephonic conference calls. Confidential strategies and subjects will be discussed. Each Race Delegate will be able to vote on issues pertaining to SJUSA races, and the results of these votes will be taken on advisement by the Corporate Council and adopted upon a majority vote of the Corporate Council.
Section 5. Benefits of an Associate Race Membership
Skijor USA sees the importance and value in new and developing race venues and recognizes their budgetary constraints. Thus, it remains imperative to assist these races with the same degree of commitment when it comes to safety and to play a mentoring role. Thus, the Associate Member Race Benefits focus on points which will encourage the race to attract new competitors and grow in a responsible manner. These races will not be assigned a Race Delegate nor have a vote on racing related issues. They will not receive the same degree of funding from sponsorships nor marketing perks. The goal is to cultivate Associate Races so that they become Qualifying Races in time and bring Point Competitors to the forefront much like a farm league in other sports.
a. Sponsorship Funding: As above, but to a more limited degree.
b. Track Building & Beyond: As above.
c. Race Advisor: As above.
d. Budgetary Needs: As above.
e. Competitors: Since Associate Races are not part of the SJUSA Regional Point Series, SJUSA would not be reaching out to top point seeking competitors, but rather to a more local audience on behalf of the Associate Races.
f. Promotion & Marketing: As above, but to a more limited degree.
g. Event Insurance: As above.
h. Communication: Associate Races will be invited to special meetings via telephonic conference call limited to subjects pertaining to their races.
Section 6. Resignation and Termination
Any Member Race may resign by filing a written resignation with the Chair. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A Member Race can have their membership terminated by a majority vote of the Corporate Council.
Section 7. Voting Membership
The Corporate Council shall have the authority to establish and define categories of membership. Only Corporate Council Members shall have voting rights in relation to the non-profit’s administration and operations. Other members such as race delegates, point competitors or committee members may be granted voting rights by the Corporate Council for special issues and the results of these votes will be taken into consideration by the Corporate Council when making corporate decisions.
ARTICLE V. MEETINGS OF MEMBERS
Section 1. Regular Meetings
Regular meetings of the Corporate Council Members shall be held monthly, at a minimum, and at a time and place designated by the Chair.
Section 2. Semi-annual and Annual Meetings
Semi-annual meetings of the members of both the Corporate Council and Race Delegate Committee shall take place in the months of April and October, the specific date, time and location of which will be designated by the Chair. At the annual meeting in April the members shall receive reports on the activities of the non-profit, and determine the direction of the non-profit for the coming year. In October, the Council Members shall discuss issues pertinent to the upcoming season, set goals for the remaining months and review progress since the prior meeting in April.
Section 3. Special Meetings
Special meetings may be called by the Chair or a majority of the Corporate Council.
Section 4 Notice of Meetings
Printed notice of each meeting shall be given to each member, by email, not less than two weeks prior to the meeting. A valid email shall be supplied by each member, and email notifications filtered by “spam” or “junk” filters shall not constitute non-receipt. Members shall subscribe to emails whenever possible.
Section 5. Quorum
A quorum for a meeting shall consist of a majority of the active membership.
Section 6. Voting
All issues to be voted on shall be decided by a majority of those present at the meeting in which the vote takes place. Votes may be cast by personal delivery in writing, email responses or mailed ballot. Votes may be tallied in person if all voting members are physically present at a meeting.
ARTICLE VI. CORPORATE COUNCIL MEMBERS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Corporate Council. The Corporate Council shall have control of and be responsible for the management of the affairs and property of the Corporation.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Council Members shall be fixed from time-to-time by the Corporate Council but shall consist of an odd number of no less than three (3) including the Chair, the Vice-Chair and the Treasurer and nor more than five (5) including the Chair, the Vice-Chair, the Treasurer, the Immediate Past-Chair and the Secretary.
The members of the Corporate Council shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Corporate Council and Advisory Council must be approved by a majority vote of the members present and voting. No vote on new members of the Corporate Council, or Advisory Committee, shall be held unless a quorum of the Corporate Council is present as provided in Section 6 of this Article.
No two members of the Corporate Council related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Corporate Council at the same time.
Each member of the Corporate Council shall be a member of the Corporation whose membership dues are paid in full and shall hold office for up to a three-year term as submitted by the nominations committee. Dues shall be $50.
Newly elected members of the Corporate Council who have not served before shall serve initial three-year terms. At the conclusion of the initial three-year term, members of the Corporate Council may serve up to two additional three year terms. A Council Member may serve up to three additional three-year terms after taking one year off. Council Members shall not serve more than three consecutive terms as a Council Member unless a vacancy exists with no replacement or as otherwise approved by the Corporate Council. Their terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Corporate Council shall expire.
Each member of the Corporate Council shall attend at least nine (9) monthly meetings of the Corporate Council per year.
Each member of the Corporate Council shall contribute at least fifty cash dollars ($50) to the organization annually, all or part of which may come from the tax deductible value paid for or solicited by the Council Member, and received by the Corporation. No contribution credit shall be given for in-kind donations.
Section 3. Semi-Annual and Annual Meetings
A semi-annual meeting of the Corporate Council shall be held at a time and day in the months of April and October of each calendar year and at a location designated by the Corporate Council. The Corporate Council may provide by resolution the time and place, for the holding of regular meetings of the Corporate Council. Notice of these meetings shall be sent to all members of the Corporate Council no less than ten (10) days, prior to the meeting date. Race Delegates shall be invited to these meetings.
Section 4. Special Meetings
Special meetings of the Corporate Council may be called by or at the request of the Chair or any two members of the Corporate Council. A special meeting may also be called upon by written request of at least thirty-three percent (33%) of the Members entitled to vote. The person or persons authorized to call special meetings of the Corporate Council may fix any location, as the place for holding any special meeting of the Council called by them. Members may join the meeting telephonically if in person attendance is not feasible.
Section 5. Notice
Notice of any special meeting of the Corporate Council shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Council Member may waive notice of any meeting. The attendance of a Council Member at any meeting shall constitute a waiver of notice of such meeting, except where a Council Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Corporate Council need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum
The presence, in person, on-line, conference call, or approved other means, of a majority of current members of the Corporate Council shall be necessary at any meeting to constitute a quorum to transact business, but a majority shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Corporate Council present at a meeting at which a quorum is present shall be the act of the Corporate Council, unless the act of a greater number is required by law or by these by-laws.
Section 7. Forfeiture
Any member of the Corporate Council who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Council. The Vice-Chair shall notify the Chair in writing that his or her seat has been declared vacant, and the Corporate Council may forthwith immediately proceed to fill the vacancy. Members of the Corporate Council who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.
Section 8. Vacancies
Whenever any vacancy occurs in the Corporate Council it shall be filled without undue delay by a majority vote of the remaining members of the Corporate Council at a regular meeting and within no more than 60 days. Vacancies may be created and filled according to specific methods approved by the Corporate Council.
If a Chair resigns or is unable to fulfill their role due to illness, the Vice-Chair shall fill the position for the rest of the Chair’s term. If the office of Immediate Past-Chair becomes vacant for any reason, the Chair shall appoint from the existing pool of Past Chairs of the Association. The appointee shall serve the remainder of the term.
Section 9. Compensation
No Council Member shall receive compensation for his or her role as a Council Member of SJUSA, unless approved by resolution adopted by a majority of the Council Members of the SJUSA at one of the semi-annual Corporate Council Meetings. A Council Member may receive reimbursement for necessary and reasonable expenses actually incurred by the Council Member in the execution of his duties, following submission of those expenses to the Corporate Council. The Corporate Council shall review and approve, if appropriate, the Council Member’s request for reimbursement of his expenses incurred in connection with a Council Member’s duties, on no less than a quarterly basis.
Section 10. Informal Action by Council Members
Any action required by-law to be taken at a meeting of the Council Members, or any action which may be taken at a meeting of Council Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Council Members following notice of the intended action to all members of the Corporate Council.
Section 11. Confidentiality
Council Members shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Council Members shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Council Members may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
Each Council Member shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Corporate Council.
Section 12. Advisory Committee
An Advisory Committee may be created whose members shall be appointed by the members of the Corporate Council annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Corporate Council. Advisory Committee members may attend said meetings at the invitation of a member of the Corporate Council. Members of the Advisory Committee shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Committee shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Committee. Advisory Committee members will only vote internally on issues brought to them by the Corporate Council.
Section 13. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the Chair by reference to Robert’s Rules of Order.
and be generally conducted as follows:
(a) Roll call (or check-in procedure);
(b) Proof of notice of meeting;
(c) Reading of minutes of preceding meeting;
(e) Establish number and term or memberships of the Corporate Council (if required
(f) Appointment of Advisory Committee and Special Committee Members (when required);
(g) Approval of Race Delegates (when required);
(h) Ratification of budget (if required and noticed);
(i) Unfinished business; and
(j) New Business.
Section 14. Removal.
Any member of the Corporate Council or members of the Advisory Committee may be removed with or without cause, at any time, by vote of two-thirds (2/3) of the members of the Corporate Council if in their judgment the best interest of the Corporation would be served thereby. Each member of the Corporate Council must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Corporate Council shall automatically be removed from office.
Members of the Corporate Council who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Council pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.
ARTICLE VII. OFFICERS
The officers of this Corporate Council shall be an odd number no less than three (3) including the Chair, Vice-Chair and Treasurer and no more than five (5) including the Immediate Past Chair and the Secretary. All officers must have the status of active members of the Corporate Council. The names and addresses of the persons who are the initial officers of the corporation are as follows:
Chair, Loren Zhimanskova, 50 Vanderbilt Avenue #49, New York, NY 10017
Vice-Chair, Mark Edward LaRowe, 2030 Cromwell Dixon Lane F, #155, Helena, MT 59602
Treasurer, Levi Downey, 66 Kountz Road, Whitehall, MT 59759
Section 1. Chair
The Chair shall preside at all meetings of the membership. The Chair shall have the following duties:
- He/She shall preside at all meetings of the Corporate Council.
- He/She shall have general and active management of the business of this Corporate Council, as well as the Advisory Committee.
- He/She shall see that all orders and resolutions of the Advisory Committee are brought to the Corporate Council.
- He/She shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
- He/She shall submit a report of the operations of the program for the fiscal year to the Advisory Committee and members at their annual meetings, and from time to time, shall report to the Corporate Council all matters that may affect this program.
- He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the Chair.
- He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She shall make the arrangements for all meetings of the Corporate Council, including the semi-annual meetings of the organization. These responsibilities will become those of the Secretary when appointed.
- Assisted by the Secretary, once appointed, he/she shall send notices of all meetings to the members of the Corporate Council, the Advisory Committee and Members and shall take reservations for the meetings.
- He/She shall perform,with the Secretary’s assistance, once appointed, all official correspondence from the Corporate Council as may be prescribed by the Corporate Council or the Chair.
- He/She shall have the power to appoint outside accountants, attorneys or consultants of his/her choosing.
Section 2. Vice-Chair
The Vice-Chair shall be vested with all the powers and shall perform all the duties of the Chair during the absence of the latter. The Vice-Chair’s duties are:
- He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Corporate Council.
Section 3. Treasurer
The Treasurer’s duties shall be:
- He/She shall submit for the Finance and Fund Development Committee approval of all expenditures of funds raised by the Corporate Council, proposed capital expenditures, by the staff of the agency.
- He/She shall present a complete and accurate report of the finances raised by this Corporate Council at each meeting of the members, or at any other time upon request to the Corporate Council.
- He/She shall have the right of inspection of the funds resting with Skijor USA including budgets and subsequent audit reports.
- It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
- He/She shall perform such other duties as may be prescribed by the Corporate Council or the Chair under whose supervision he/she shall be.
Section 4. Immediate Past Chair
The Immediate Past Chair’s duties shall be to advise the Corporate Council from a position of past experience and perspective and cast his/her vote accordingly.
Section 5. Secretary
The Secretary’s duties shall be:
- He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She shall make the arrangements for all meetings of the Corporate Council, including the semi-annual meetings of the organization.
- Assisted by the Secretary, once appointed, he/she shall send notices of all meetings to the members of the Corporate Council, the Advisory Committee and Members and shall take reservations for the meetings.
- He/She shall perform, under the Chair’s direction, all official correspondence from the Corporate Council as may be prescribed by the Corporate Council or the Chair. All official correspondence will be approved by the Corporate Council before being distributed publicly.
Section 6. Election of Officers
The Nominating Committee shall submit at the meeting prior to the Annual Meeting in April the names of those persons for the respective offices of the Corporate Council and the Advisory Committee. Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Corporate Council. Those officers elected shall serve a term of three (3) years, commencing at the next meeting following the annual meeting.
Officers of the Corporate Council shall be eligible to succeed themselves in their respective offices for two (2) terms and after taking one year off, may be re-elected to the Corporate Council for up to another three terms. At each annual election, the SJUSA Voting Members or their duly qualified proxies may cast one vote for each vacancy. Council Members shall not serve more than three consecutive terms as a Council Member unless a vacancy exists with no replacement or as otherwise approved by the Corporate Council.
Section 7. Removal of Officer
The Corporate Council with the concurrence of 2/3 of the members voting at the meeting may remove any officer of the Corporate Council and elect a successor for the unexpired term. No officer of the Corporate Council shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Council for such expulsion.
Section 8. Vacancies
The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Corporate Council at least seven (7) days prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VIII. COMMITTEES
Section 1. Committee Formation
a. Executive Committee. Subject to appointment by the Council, the Executive Committee shall consist of an odd number no less than three (3) including the Chair, the Vice-Chair and the Treasurer and no greater than five (5) which may also include the Immediate Past Chair and the Secretary. If appointed, the Chair shall serve as Chair of the Committee.
1. Duties. The Executive Committee shall serve as the interim governing body between Council Meetings. The Executive Committee reports its actions at the next meeting of Council. The Council may delegate to the Executive Committee any power within the scope of the Council. A majority of the Members of the Committee shall constitute quorum.
The council may create additional committees as needed, such as audit, race development, or ad hoc committees. The Chair appoints all committee chairs.
b. Finance Committee:
The Treasurer is chair of the Finance Committee, which includes at least two other Corporate Council members.
1. Duties: The Finance Committee is responsible for developing and reviewing fiscal procedures, creating an annual budget, and other fiscal duties as assigned by the Corporate Council. The Council must approve the budget annually. The financial records of the Association are public information and shall be made available to regular Members upon request.
c. Advisory Committee: The Advisory Committee shall be comprised of five (5) members.
1. Duties: The Advisory Committee members shall demonstrate significant knowledge of the sport of equine skijoring, preferably with fifteen (15) to twenty-five (25) years experience. At least two members shall be equestrians and two members skiers and the group shall be geographically diverse.
d. Sponsorship Committee: The Sponsorship Committee shall be comprised of a minimum of three (3) members or any other odd number approved by the Corporate Council.
1. Duties: The Sponsorship Committee shall work under the direction of the Corporate Council to identify and reach out to potential national and regional sponsors for both monetary gifts and gifts in-kind. The committee may also reach out to individual donors and collect donations at race venues to support the organization.
e. Safety and Wellness Committee: Safety and Wellness Committee shall be comprised of at least three (3) members or any other odd number approved by the Corporate Council.
1. Duties: The Safety and Wellness Committee shall address issues pertaining to but not limited to optimal course design, proper equipment recommendations, training materials and videos, a future drug testing program and a fund to assist competitors with unexpected and exorbitant healthcare expenses.
f. Social Outreach Committee: The Social Outreach Committee shall be comprised of at least three (3) members or any other odd number approved by the Corporate Council.
1. Duties: The Social Outreach Committee shall compile data such as email contact information and social media addresses. The committee shall set goals and monitor progress by running reports and providing this information to the Corporate Council on a quarterly basis.
g. Rules Committee: The Rules Committee shall be comprised Race Delegates and Advisory Committee members.
1. Duties: One delegate from each race shall be assigned and approved by the Corporate Council. This committee will work closely with the Corporate Council and the Advisory Committee on issues pertaining to races, rules and major issues facing our community as we grow.
h. Committee on Youth: The Committee on Youth shall be comprised of at least three (3) members or any other odd number approved by the Corporate Council.
1. Duties: This committee will actively promote the inclusion of Youth Divisions at Skijor USA Alliance Races. This committee will be responsible for identifying families who wish to teach and train their children to skijor. The committee will also be responsible for awards and a year end Youth Competition.
i. Historic & Olympic Committee: This committee shall be made up of at least three (3) members or any other odd number approved by the Corporate Council.
1. Duties: The committee will actively identify archival and historic photographs and articles on skijoring. They will also be working to bring skijoring back into the Olympic spotlight at future Winter Games with our sights set on 2026.
j. Nominating Committee:
1. Duties: The committee will be comprised of an odd number of Council Members, no less than three (3) and no fewer than (5) who will identify and nominate successors to the Corporate Council.
k. Task Forces. The Chair, by resolution submitted to and adopted by the majority of the Entire Council, may create Task Forces and recommend their Members. The charge of a Task Force may not exceed the scope of the Council or any Committee of the Association. The creation of any task force shall be specific in scope and duration.
l. Meetings. Meetings of committees, of which no formal notice shall be necessary, shall be held at such time and place as may be fixed by the Chair or the Chair of the applicable Committee or by majority vote of the members of the committee.
m. Quorum and Manner of Acting. Unless otherwise provided by resolution of the Corporate Council, a majority of all of the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all of the members of the committee shall be the act of the committee. The procedures and manner of acting of all committees shall be subject to the direction of the Corporate Council, except where the Corporate Council has permissibly delegated authority to act, within statutory limitations, to a Committee of the Council. All committees shall maintain appropriate minutes of their meetings in an effort to document proper and appropriate oversight.
n. Vacancies. Vacancies shall be filled by a new committee member chosen by a majority of the other members of that committee. If a majority cannot be reached, then the Council Chair will have the power to appoint the new committee member.
ARTICLE IX. – Conflict of Interest and Compensation
Section 1: Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit an Interested Person or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
- Interested Person
Any director, principal officer, or member of a committee with governing council delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
- Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures
- Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest
- An interested person may make a presentation at the governing council or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The chairperson of the governing council or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the governing council or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing council or committee shall determine by a majority vote of the disinterested council members whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy
- If the governing council or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing council or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings
The minutes of the governing council and all committees with council delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing council’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation
- A voting member of the governing council who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- No voting member of the governing council or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6.Annual Statements
Each director, principal officer and member of a committee with governing council delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflicts of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in Article IX, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing council of its responsibility for ensuring periodic reviews are conducted.
ARTICLE X. IDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the State of New York, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnified party”), against expenses actually and necessarily incurred by such indemnified party in connection with the defense of any action, suit, or proceeding in which that indemnified party is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnified party shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnified party may be entitled under any bylaw, agreement, resolution of the Corporate Council, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Corporate Council, upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that such indemnified party is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE XI. BOOKS AND RECORDS
The corporation shall keep complete books and records of account and minutes of the proceedings of the Corporate Council.
ARTICLE XII. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Corporate Council, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors that are then representing the organization. All other amendments of the Articles shall require the unanimous affirmative vote of the directors then in office.
Section 2. Bylaws
The Corporate Council may amend these By-Laws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
ADOPTION OF BY-LAWS
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing By-Laws, consisting of the ## preceding pages, as the By-Laws of this corporation.
ADOPTED AND APPROVED by the Corporate Council Members on this 1st day of June, 2018.
Loren Zhimanskova, Chair – Skijor USA
ATTEST: Mark Edward LaRowe, Vice-Chair – Skijor USA
ATTEST: Levi Downey, Treasurer - Skijor USA