BY LAWS OF CREVE COEUR FIGURE SKATING CLUB, INC JUNE, 2005 BY LAWS OF CREVE COEUR FIGURE SKATING CLUB, INC TABLE OF CONTENTS Page 1 ARTICLE 1 NAME, HEADQUARTERS and SEAL ARTICLE 2 PURPOSES ARTICLE 3 BOARD of DIRECTORS ARTICLE 4 POWER and DUTIES of the BOARD of DIRECTORS ARTICLE S DUTIES of OFFICERS ARTICLE 6 STANDING commnTEES ARTICLE 7 MEMBERSHIP ARTICLE 8 CLUB MEETINGS ARTICLE 9 FEES, DUES and ASSSESSMENTS ARTICLE 10 GRIEVANCES ARTICLE 11 AMENDMENTS Page 1 Page 1 Page 2 Page 4 Page 5 Page 7 Page 8 Page 10 Page 10 Page 11 0 BY LAWS OF CREVE COEUR FIGURE SKATING CLUB, INC. ARTICLE 1 - NAME, HEADQUARTERS and SEAL SECTION 1.1 NAME: The Corporation shall be known as CREVE COEUR FIGURE SKATING CLUB, INC., hereinafter called the "Club," a non-profit corporation. The Club was incorporated under the laws of the State of Missouri, on March 5, 1972 SECTION 1.2 The fiscal year of the Club shall be from June 1 to May 31. SECTION 13 HEADQUARTERS: The Club shall have its headquarters in the City of Creve Coeur or at such other place as the Board of Directors may by resolution establish. SECTION 1.4 SEAL: The Club may have a corporate seal, which shall be in the form of a circle and shall have inscribed hereon the name of the Club and the word "Seal." ARTICLE 2 - PURPOSES SECTION 2.1 PURPOSES: the purposes of the Club are to (i) encourage the instruction, practice and advancement of its members in compulsory figures, free skating, pair skating, dancing and all types of figure skating; (ii) encourage and cultivate the spirit of fraternal feeling among ice skaters; (iii) generally do an perform such other acts as may be necessary, advisable, proper or incidental in the realization of the objectives and purposes of this organization; and (iv) carry out the general policies of The United States Figure Skating Association, hereinafter referred to as the "USFSA." ARTICLE 3- — BOARD of DIRECTORS SECTION 3.1 NUMBER OF MEMBERS: There shall be a Board of Directors, composed of nine (9) regular members of the Club, hereinafter designated as the "Board." SECTION 3.2 TERM OF OFFICE: Three members shall be elected each year at the annual meeting of the membership, and they shall serve for a period of three (3) years. If a directorship becomes vacant, the Board shall appoint a_ Club member as a director until the next regular meeting of the membership, when a director shall be elected for the unexpired term, if any. 1 SECTION 3.3 ELECTION OF BOARD MEMBERS: Candidates for the Board shall be nominated by a Nominating Committee elected by the Board and also by nomination in a regular meeting of the membership. In instances where there are more than three (3) vacancies for the Board, the first three (3) candidates receiving the highest number of votes shall be deemed to have been elected for the next three (3) year term of office, while the candidate receiving the next highest number of votes shall be deemed to be elected for the next longest unexpired term, and so on until all of the vacancies are filled. In the event of a tie, a second ballot shall be cast only for the office where the tie occurred. The winner of the second ballot shall be awarded the longer term that the candidates were entitled to, while the loser shall be awarded the shorter term, if there is any. Each member, in good standing, is allowed to cast only one vote for each Board position. Cumulative voting will not be permitted. In the event of a serious illness or a required absence from the metropolitan area, a member in good standing shall be allowed to submit an absentee ballot to the Secretary in a sealed and signed envelope a least two (2) days prior to the scheduled meeting, The Secretary shall provide ballots, on request, and certify that the signature on the envelope is that of a member in good standing and submit the ballots, unopened,. to the Election Committee at the scheduled meeting. SECTION 34 OFFICERS: The President, Vice-President, Secretary andTreasurer shall be elected by the Board at their first regular meeting following the Annual Meeting, by ballot, and shall hold office for one (1) year or until their successors are chosen. The total term of the President shall not exceed three (3)_ consecutive years. The Board may elect members of the Board to fill any or all of these offices, or elect a member who is not on the Board, in which case such officer wilt become a member of the Board exofficio with no right to vote. The Board may appoint an Assistant to the Secretary or Treasurer from the Club membership to assist the Secretary and Treasurer in their *ties. ARTICLE 4 - POWERS anciDLITIES of the BOARD of DIRECTORS SECTION 4.1 MEETINGS: The Board shall meet at least once every month. The date and location of such meeting shall be stated by the President, or in his/her absence, by the VicePresident. Any five (5) voting members- of the Board may call_ a_ Board meeting upon written notice to all members of the Board at least seven (7) days prior to the meeting. The notice shall state the date of the meeting, purpose for which the meeting is called* and the names of the five (5) votinq members requesting the meeting. SECTION 4.2 QUORUM: Five voting members shalt constitutea quorum. 2 SECTION 4.3 AUTHORITY: The Board shall have complete authority in the management of the affairs and finances of the Club and shall have general control of all its property. All rights and powers connected therewith shall be vested in the Board. SECTION 44 RULES: The Board shall make such rules as deemed proper regarding the use of the Club's property; prescribe rules for the admission of non-club members; fix penalties for offenses against Club rules; and make rules for its own government and for the government of the committees appointed by the Board. SECTION 4.5 APPROPRIATIONS: the Board shall make all appropriations from the funds of the Club. SECTION 4.6 AUDITS: The Board shall audit records of the Secretary, Treasurer and the Committees. SECTION 4.7 INDEBTEDNESS: The Board shalt have the power to limit the indebtedness of a member of the Club. SECTION 4.8 CANDIDATES FOR MEMBERSHIP: The Board shall elect to membership in the aub as hereinafter provided, such candidates, as they consider desirable. Such election must be by a ballot at a regular meeting of the Board. The majority of votes shall constitute acceptance. No rejected candidate shall be eligible to membership within six (6) months after rejection. SECTION 4.9 _RE-ADMIT TO MEMBERSHIP. Board may at a regular meeting re-admit to membership any former member whose resignation has been fully accepted. Such re-admission must be by ballot and the majority of votes shall constitute acceptance. No rejected candidate shall be again proposed for reinstatement within six (6) months after rejection. SECTION 4.10 SUSPEND OR EXPEL: The Board_shall_have the power to suspend or expel any member for violations of the By-Laws and their rules or for conduct which they shall deem improper, but no member shall be expelled or suspended for longer thaelhitty (30) days without a hearing. SECTION 4.11 DROP & REINSTATE TO MEMBERSHIP.Board may, as hereinafter provided, drop from the roll any delinquent member and also may reinstate such members, as herein provided. 3 SECTION 4.12 STANDING COMMITTEES: Tftel Soarttoghtit*itiointall standiarpgcomaillegsAlkAll! authgrjty web thamandshalLappopt such other, as they shall deem recessary. SECTION 4.13 USFSA DELEGATE: The Board shall elect a Delegate or Delegates to the Governing Council of the _ USFSA. The Club Secretary shall inform the Association's Secretary in writing of the name and address of the delegate(s) between the Club and the Association and shall attend the Association's meetings, either in person or proxy. The Board may, as it sees fit, pay the traveling expenses of the delegate(s) to the Association's meetings. SECTION 4.14 TEACHING PROFESSIONALS: The Board shall have the duty to consider and evaluate the professionals who are available to teach during the Club ice time. Only those approved by the Board will be allowed to attend and/or teach during the Club sessions- The Board has the power to assess the professionals for teaching during Club sessions. This assessment will be determined on an annual basis. SECTION 4.15 CLERICAL ASSISTANCE: The Board shall have authority to make, at their discretion, appropriations for clerical assistance to the Secretary and Treasurer. SECTION 4.16 EXPENDITURES & REVENUE:_ The Board c hat' prepare and submit to the membership at the annual meeting a proposed budget consisting of anticipated expenditures for the coming Fall-Spring skating season together with proposals_of sources of revenue to meet_sre. SECTION 4.17 BOARD MEMBER LIMITATION& The office_of_the Board Member shall be ipso facto vacated when: 1. He/She becomes bankrupt or suspends payments or compounds with his/her creditors or makes an authorized assignmentztr is declared insolvent. 2. He/She becomes mentally or physically incompetent. 3. He/She is convicted of a criminal-offense. 4. If by notice in writing to the Club, he/she resigns his/her office. 5. If he/she is no longer a rnember_of the Club. 6. If he/she misses four (4) or more Board Meetings in a fiscal year without reasonable cause in the opinion of the remaining Board Members. ARTICLE 5 - DUTIES of OFFICERS SECTION 5.1 DUTIES OF PRESIDENT: It shall be the duty of the President to take charge of the Club; preside at all meetings of the Club, and of the Board of Directors. He/She shall have (I) the entire supervision and management of the Club-and its property, pending the action of the Board;\ (ii) 4 SECTION 5.1 (continued) the power to suspend any member for violating the By-Laws or Regulations of the Club, pending the approval of the Board; and (iii) the power to call a special Board meeting and Club meetings. The President together with the Secretary.- shall.sign all contracts by, the Club upon the .approval of the Board. The Secretary will provide the Treasurer a copy of such contract. SECTION 5.2 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, or inability to act, to assume his/her duties and officiate in his/her stead. It shall be the duty of the Vice-President to supervise the keeping of a current roll of memberships together with the dates of their election and a record of all members elected, deceased, suspended, or expelled and shall be responsible for requesting any sanctions required by the USFSA. He/She shall receive all applications for membership and shall notify the applicant of their election or rejection. SECTION 5.3 DUTIES OF THE TREASURER: The_reasurer_ shall have charge of the funds of the Club and shall keep a record of all receipts and disbursements and shall render a written report when requested by the President or Board. The Board shall have the power, whenever it deems it necessary, to appoint an assistant Treasurer. The funds shall be deposited in the name of the Club in a bank approved by the Board on in securities _approved by the Board. The Treasurer or President shall sign all disbursements by check. SECTION 5.4 DUTIES OF SECRETARY: It shallbe the duty of the Secretary to keep the minutes of the meeting of the Club and of the Board and to supervise all reports and documents connected with the business of the Club. He/She shall supervise the correspondence of the Club, prepare and issue notices of all meetings of the Club and Board and furnish new members with the By-Laws and Rules of the Club, after their election. ARTICLE 6 - STANDING-CONIMMEES. SECTION 6.1 NAMES: The Standing Committees shall be: 1. Ice, 2. Rules, 3. Test, 4. Competition, 5. Sound, 6- Hospitality, and such other committees_ as the Board may deem necessary. The Chairmen of these committees shall be appointed annually by the Board and shall operate in accordance with Artide_W, Section 6 of these By-Laws. 5 SECTION 6.2 ICE COMM!i tE: The Chairman of the Ice Committee shall have complete charge of scheduling club ice and collecting ice payments. The Ice Committee Chairman shall be responsible for appointing other members of the Committee to assist him/her in his/her duties. SECTION 6.3 RULES COMM i itE: The committee shall propose to the Board rules and arrangements for the conduct of the Club members during the regular skating sessions and divide the ice into sections corresponding to the requirements of the Club. The rules and regulations approved by the Board shall be posted on the Club bulletin board and mailed to all Club members. SECTION 6.4 TEST COMMITTEE: The Chairman of the Test Committee shall have complete charge of giving USFSA tests, of setting test dates and obtain approved USFSA judges for the tests. The decisions shall rest with her/him as to_ persons eligible to enter such_ tests in accordance with the current USFSA Rulebook. The Test Chairman shall be responsible for appointing other members of the committee to assist her/him ia_their duties. SECTION 6.5 COMPEiii ION COMMITTEE:. The committee shall have complete charge of all Club and Inter-Club competitions. The decisions shall rest with this committee as to persons eligible to enter any such competitions. SECTION 6.6 SOUND COMMITTEE: The committee shall select and makearrangements for the playing of all music at the Club sessions, exhibitions, competitions and test sessions. SECTION 6.7 HOSPITALITY COMMITTEE:_ The. committee shall make necessary culinary arrangements at designated Club functions. SECTON 6.8 PARTICIPATION IN BOARD. MEETINGS: The Chairman of the Standing Committees may be requested by the President to attend special meetings of the Board. They may enter into and take part on all discussions, but may not vote. 6 ARTICLE 7 - MEMBERSHIP SECTION 7.1 CLASSES OF MEMBERSHIP: Except as otherwise provided herein, only Senior Club members in good standing, may hold office or be elected to Board of Directors. Senior or Professional members, in good standing may act as_ Chairmen of committees. Membership classifications and their requirements are as follows: A. SENIOR members shat be 18 years of age or over and in good standing. They shall be entitled to vote at general meetings. B. JUNIOR members shall be 17 years of age and under and are entitled to all privileges of membership except those restricted to senior members. C. PROFESSIONAL members-may be elected to membership and are entitled to vote at general meetings provided they are 18 years of age or older. One Professional Member may be elected to the Board of Directors, but a_ProfessionaLMember cannot be an Officer. D. SENIOR ASSOCIATE members shall be 18 years of age or over and a Home Club member in good standing of another_USESA club. They shall notbeentitled to vote or hold office. E. JUNIOR ASSICIATE members shall be 17 years of age and under and a Home Club member in good standing of another USFSA club._ They shall-hotbe entitled to vote or hold office. F. PROJESSIONAL ASSOCIATE members shall be a Home Club member in good standing of another USFSA Ciub__They shalLnot-be_entitled to vote or hold office. G. HONORARY members shall be elected at any meeting of the Club after recommendations by the Board_ A majoriti_of votes of the_Clutt members-for the recommendation shall constitute acceptance. An Honorary member shall be free from initiation fees, dues and or assessments- He/che may_ represent the Club in_edlibitions and attend ice skating sessions under the same rules governing regular Club members. He/She shall not be nominated or elected to an office or_sente_as_a_ member of the_Board. They shall have no claim in the assets or property of the Club. SECTION 7.2 APPLICATION FOR MBIERSHIP: Each candidate for membership must be proposed in writing by two (2) members in good standing. Application for membership must be subscribed by the candidate, must state his/her name and address- and include an agreement to comply with the Club's Constitution and By-Laws. All applications must be sent to the Vice-President for processing. SECTION 7.3 INDEBTEDNESS/MEMBERSHIP. Any_ member determined to be in arrears for dues or other indebtedness by the Board of Directors, shall be notified by certified mail by the Secretary at his/her last known address. If the amount is-not_paid in full within one month thereafter, the name of the delinquent member and the amount of indebtedness shall be reported by the Treasurer to the Board at the next meeting. The Board may drop-from the rolLany name of such delinquent member. A member dropped from the roll for nonpayment of dues or other indebtedness may upon payment of same, at the discretion of the Bnarrl, be_reinstated to full membership. 7 SECTION 7.4 INDETEDNESS — TESTS AND COMPEM1ON: No member in arrears for dues or other Club indebtedness shall be eligible to enter any Creve Coeur Club tests and/or USFSA tests or competitions. SECTION 7.5 RESIGNATION: Any member not in arrears for dues or other indebtedness may tender a written resignation of his/her membership to the Secretary, who shall report the same to the Board at their next meeting for their action. SECTION 7.6 RESPONSIBILITIES FOR GUESTS: Members-shall be responsible for the conduct and indebtedness of all persons admitted to the Club's sessions, meetings or other functions at their request. SECTION 7.7 BOARD APPROVAL FOR compErrnott_ithict EXKIBITION:- No_ member or members of the Club shall make entry in the name of the Club in any USFSA competition or exhibition except with the approval of the Board or someone given-this authori ty by them. ARTICLE 8 - CLUB MEETINGS SECTION 8.1 ANNUAL MEETING: There shall be an_ annual_ meeting of the membership within the period of May through September each year. An election shall be held for expired terms of the Board at this meeting and other business conducted as listed in section 6 of this article. The Board will choose the date and location of this meeting. SECTION 8.2 SPECIAL MEETINGS: The Secretary sbatcallaSpecial Meeting at the direction of the President. The Secretary may also call a Special Meeting upon the written request of ten (10) voting Club members in good standing in which case-all expenses-thereof shall be borne by the Club members requesting the meeting. SECTION 83 QUORUM: Twenty percent (20%1 of all Senior members, Professional voting members, and Honorary members shall normally constitute a quorum for the transaction of business. However, if the attendance is between tea percent and twenty percent of the Senior members, Professional voting members and Honorary members, those present may declare a quorum by majority vote. SECTION 8.4 NOTICES: Notices of an Annual or Speci al Meeting shall be mailed by the Secretary or his/her designate to every member at least two (2) weeks in advance thereof. 8 SECTION 8.5 SPECIAL MEETING LIMITATION: No businessshall be transacted at a Special Meeting except that of which notice was given. SECTION 8.6 SEQUENCE: 1. 2. 3. 4. 5. 6. 7. At Annual and Special Meetings, the following order of business shall be observed: Reading of the minutes of previous meeting(s). Reports of officers. Reports of committees. Election of members for Board of Directors. Unfinished business. New business. Adjournment. SECTION 8.7 ORDER OF MOTIONS: Whea a_questioa_ isbefiare the meeting, no motion shall be entertained except: 1. To adjourn. 2. To layoff the table. 3. The previous quespon. 4. To postpone. 5. To commit. 6. To amend. Which severalmotions shall have precedence—la the order above given and the first three (3) shall be decided without debate. sEcnom 8.8 YEAS AND NAYS: If any two (2) members shall request, the Yeas and Nays shall be called upon any question whereupon each member present shall vote as their name is called, without debate, and the vote so taken shall be recorded in the mingtes. SECTION 8.9 TO RECONSIDER: A motion to reconsider must be made by a member who voted with the majority and at the same meeting or at a succeeding meeting. SECTION 8.10 MAJORITY VOTE: Except as-otherwise provided, all questions shall be determined by a majority vote. The Club President shall have the casting vote in case of a tie, except when the Yeas and Nays are ordered in which case he/she shall vote when- his/her name is called. If the result is still a tie, then the motion shall be declared lost. SECTION 8.11 ROBERTS RULES OF ORDER: All questions of parliamentary practice not herein provided for, shall be determined in accordance with Roberts Rules of Order. 9 ARTICLE 9 - FEES, DUES and ASSESSMENTS SECTION 9.1 ANNUAL DUES: The annual_ dues_of each member for each fiscal year shall be fixed by the Board, subject however to the approval of the members given at an Annual or Special Meeting of the membership. The Board wilt fix the date that dues- become payable in accordance with the date established by the USFSA for payment of their membership dues. The annual dues become delinquent thirty (30) days after the date establichecl by the Board for payment. SECTION 9.2 SUBSCRIPTION TO SKATING MAGAZINE: One subscription per family living at the same address is included in the registration fees and increases general interest in the sport if read by all members. SECTION 9.3 PROSPECTIVE MEMBER: k prospective member may be admitted to three (3) Club sessions per season, provided he/she is accompanied in person by a Club member. After the first session, he/she shall pay the appropriate skating fee. SECTION 9.4 GUEST: A visiting skater frorman out-of-tommember Club_of the USFSA may skate one session free of charge each season. Thereafter, a skating fee will be charged for each session attended. A visiting skater from out-of-town not affiliated with a member dub of the USFSA may be admitted to three (3) Club sessions per season, provided he/she is accompanied in person by a Club member upon payment of a skating feelor_ each session-attended. The President, with approval of the Board, may in particular instances make exceptions for visiting skater from out-of-town to the regulations of this Article Dc. such as during a competition or test session when visitors are normally charged. ARTICLF 10. - GRIEVANcES SECTION 10.1 METHOD OF PROCEDURE: Any member or members having a complaint against another member for the infraction of any law or rule, other than skating rules as for conduct injurious to the welfare of the Club, may report the sameirmriting to the Board. Sudlcomplaint shall set forth the facts of the case together with the names of witnesses, if any. After receiving such complaint, a meeting of the Board shall be held as soon as practicable to investigate same The complainant or complainants and the member complained of, shall receive at least seven (7) days notice of such meeting and may be heard with their_ witnesses. 10 SECTION 10.1 (continued) The statements and evidence shall be reduced to writing and filed with the Secretary and he/she shall mail copies thereof to the complainant or complainants and to the member complained of. An appeal from the decision of the Board may be taken to the Club within seven (7) days thereafter by serving upon the Secretary a written notice of such appeal. A Special Meeting shall thereupon be called for the consideration of the case_and_a_ two-thirds vote of those voting members present shall be necessary to reverse the decision of the Board. ARTICLE 11_ - AMENDMENTS SECTION 11.1 AMENDMENTS TO THE ARTICLES OF AGREEMENT: The Articles of Agreement and the By-Laws of the Club may be altered, amended, or repealed by a majority vote of the Senior voting members of the Club attending any annual or special meeting at which time a quorum is present, called in accordance with the provisions hereof; provided however, that written notice of any proposed change in the Articles of Agreement or By-Laws shall be-given to each member at least two (2) weeks before such meeting. SECTION 11.2 PREVIOUS AMENDMENTS: Section 7.1 C. was modified at-an- annual meeting on June 18, 2005 to specify that one Professional Member may be a Member of the Board. The contents of the Sections listed below were revised at an annual meeting on the August24, 2002. The previous edition of the by-laws is dated June, 1991 and represented a general revision. Article VI, Sections 1,3,54-and 7 Article VIII, Sections 1 and 3 - Article The numbering of the Articles was changed from Roman to Arabic and the Sections numbered to include the Article (i.e. Section 1.1 instead of Article 1, Section 1) at an annual meeting on May 15, 2004. This change was made-to make Articles_and_Sections easier to follow, and does not -change either the sequence or contents. Article X (Article 10) was also renamed from Discipline to Grievances to coordinate with USFSA terminology, and a Table-of Contents was added. Sig ned:cY,(t raf A 4 Date: CAC: Michael . Yav rskt- President Attest:;(iya Date: 6 e Shirley A. Sis - Secretary 11