The Anchorage Ski Club Board of Directors approved several amendments to the Club’s Bylaws and Articles of Incorporation at the Board’s March 12, 2014 meeting. But in order for the changes to become permanent, the membership will have to ratify the revisions. To amend the Bylaws, the membership will have to approve by a simple majority (50% + 1), and to amend the Articles, the membership will have to approve by a 2/3 majority.
The Club’s Bylaws and Articles are its governing documents, which in addition to applicable law, guide how the Club operates. Overall, the changes were minor, and made to update the documents for compliance with state and federal law The Bylaws were amended to fix the number of directors at 15. The earlier version had a variable range of 9-15 directors. The Bylaws were also amended to clarify how the Club’s members ratify changes to the Bylaws, and to give the members more timely notice of any changes. The Articles were amended to match IRS 501(c)(3) guidelines for how the Club’s assets transfer in the event of dissolution and to parallel several provisions of Alaska law for designation of a registered agent and amendment of the Articles.
Current ASC Bylaws:
Anchorage Ski Club, Inc. Bylaws as adopted by the Board of Directors April 14, 2003 amended by the Board of Directors March 15, 2005.
Article I: General
Article II: Membership
Article III: Board of Directors
Article IV: Officers
Article V: Committees
Article VI: Employees
Article VII: Agents and Representatives
Article VIII: Indemnity of Trustees, Officers and Employees
Article IX: Contracts and Banking
Article X: Administrative and Financial Provisions
Article XI: Amendments
Article XII: Dissolution
ARTICLE I: General
Section 1 – Name: The name of this corporation is Anchorage Ski Club, Inc., and is more commonly referred to as Anchorage Ski Club and as ASC.
Section 2 – Vision and Mission: The Vision of the ASC is to become the premier alpine recreation location in Anchorage. The Mission of the ASC is to provide recreational and educational opportunities in Arctic Valley.
Section 3 – Core Values: ASC’s core values are Preservation, Education, Recreation and Community.
Section 4 – Purpose: ASC’s Core Purpose is to provide an Alpine Experience at Arctic Valley. The purposes for which this corporation exists are to:
1. Provide facilities and infrastructure for, and access to, recreational and educational opportunities within the alpine environment of Chugach State Park, specifically at Arctic Valley,
2. Promote interest, education and participation in outdoor recreation in the State of Alaska with special emphasis on the sports of hiking, skiing and snowboarding,
3. Benefit the mental and physical condition of the general public and of its members as a result of such interest and participation,
4. Promote and cooperate with other organizations in furthering community interest in outdoor recreation by offering a platform of education towards the goals of alpine enthusiasts,
5. Engage in all other associated activities which will aid in accomplishing these purposes without any profits to this organization or the members thereof.
ARTICLE II: Membership
Section 1 – General: The Board of Directors may prescribe the amount and manner of imposing and collecting any initiation fees, annual dues or other fees, assessments, fines and penalties, and except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership. Only members in good standing can enjoy the rights, privileges, and benefits of this corporation.
Section 2 – Eligibility: Membership shall not be denied on the basis of race, creed, gender, age, national origin, religious preference, or on any basis prohibited by law. Members in good standing of this corporation will be those members whose dues are currently paid and who have subscribed to the Bylaws of this corporation. Subscribing to the Bylaws need not be by way of signature on the Bylaws themselves but may be by signature on an instrument separate from but expressly referring to the Bylaws. In order to be a full member in good standing, an individual must also be in compliance with all rules and regulations of the organization.
Section 3 – Obligations and Responsibilities: ASC members, directors, officers, employees, volunteers and agents will conduct themselves in a manner consistent with the organization’s vision, mission and purpose. They will abide by the ASC’s Articles of Incorporation, these Bylaws, and other rules and procedures prescribed by the Corporation and the Board of Directors.
Section 4 – Classification of Membership: Membership may be in the form of Annual Membership or Life Membership. The Board of Directors, in its discretion, may authorize memberships on any other basis. There are currently four classifications of membership, defined as follows:
1. Individual Membership shall consist of a single individual, eighteen years or older, not named in a family membership.
2. Family Membership shall be available to a family unit residing at a single address, consisting of a couple and any legal dependents younger than 18 years of age. Other family units may be approved by the Board of Directors for qualification as a Family Membership either on a general or individual basis. Examples include, but are not limited to, grandparents and their minor grandchildren, families with dependent college students still living at home, foster parents, etc. No more than one household may be represented in a Family Membership.
3. Supporting Organizations shall consist of non-profit clubs, organizations or agencies and businesses for profit with a single mailing address represented by a single adult. Each Supporting Organization will receive a contract stating their benefits and obligations. Supporting Organizations and their constituents will not have voting rights under this membership classification.
Section 5 – Duration of Membership: Annual Membership in the Club runs from October 1st through September 30th of the following year. All Annual Memberships, whenever purchased, expire September 30th. Life Membership duration is as follows
1. Individual – for the life of the individual.
2. Family – expires upon the death of the last adult member of the family. Membership expires for individuals within the family at the time they establish a separate address. For dependent family members, expiration is on their 18th birthday, unless they remain legal dependents of the family and have been recognized as such in the Membership contract. If the family should separate, the membership shall go to whatever remaining family is designated by the representative adult or may be converted to individual memberships for each family member with individual memberships for any minors in the family expiring upon their 18th birthday.
3. Supporting Organizations – as stated in the Membership contract.
Section 6 – Dues: The dues to be paid by the members are in such amounts as hereafter determined by the Board of Directors. In the absence of a resolution to the contrary, the Executive Committee may act on behalf of the Board of Directors in this regard. Dues will be for the period covered by the Membership issued under Article II, Section 5 of these Bylaws.
Section 6A: Annual Membership dues will be paid only on an annual basis and will not be pro-rated for the portion of the year, providing, however, that the Board of Directors, in its discretion, may authorize memberships on any other basis. Life Membership dues will be paid upon the effective date of the membership.
Section 6B: A reduction in dues may be authorized by the Board of Directors for individuals or for groups such as, but not limited to, seniors, students, youth, ski patrol, active and/or retired military and their dependents, and members of other nonprofit organizations.
Section 7 – Annual Meeting of the Members: A regular annual meeting of the Membership shall be held in April by a means designated by the Board of Directors, and consistent with these Bylaws. Such meeting may be conducted by videoconference or other electronic means. At the regular annual meeting an opportunity shall be provided for discussion by the members of the policies and activities of the Corporation. Special meetings of the general Membership shall be held at such time and place as may be determined by resolution of the Board of Directors and as dictated in these Bylaws and the Articles of Incorporation.
Section 8: The Rules of Procedure contained in the latest edition of Roberts Rules of Order shall govern at all regular or special meetings of this Corporation of either the Directors or the Membership save and except that a quorum of ten percent (10%) of those members entitled to vote shall be required to be present in person or by proxy in order to convene any Membership meeting in which either Directors or issues are to be voted upon by the Membership, and further, that if such rules are in direct conflict with the provisions of the Articles of Incorporation or these Bylaws then in effect, or the laws of the State of Alaska, the Roberts Rules shall not prevail in such areas of conflict.
Section 9 – Voting: Only members in good standing, 18 years of age and over, and who are members in good standing one month prior to any election will be entitled to vote at that election. No more than one household may be represented in a Family Membership, and no more than two persons per Family Membership may be eligible to vote. Supporting Organizations and their constituents do not have voting rights unless they also hold an Individual Membership or are an adult member of a Family Membership.
Section 9A: Each member entitled to vote will be entitled to one vote on each matter submitted to vote of the members, except that any member shall not be entitled to vote on any matter which will directly affect him or an immediate family member financially.
Section 9B: Votes may be cast in person or by proxy. Proxy votes may be exercised if the proxy is in writing, signed by the member, assigned to an adult member in good standing and dated within the past year. Valid proxies are to be used and exercised at corporate meetings for the purposes of establishing a quorum and casting a vote on any matter that is presented to the membership for and on behalf of the grantor. Proxies not granted to an adult member in good standing shall be counted for purposes of a quorum only.
Section 9C: A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which the quorum is present is necessary for adoption unless a greater proportion is required by Alaska State Law, the Articles of Incorporation or these Bylaws.
Section 10 - Transferability: Membership is not transferable or assignable except in cases where a change in family status warrants a change in family membership. In such cases any transfer or assignment can only be made by the Board of Directors or their designate.
Section 11 – Termination of Membership and Expulsion of Members:
Section 11A – Termination of Membership:
1. Membership may be terminated by written resignation to the Secretary or President of the Corporation. A member who has resigned may re-apply at any time.
2. Membership may be terminated by the Secretary or the acting Secretary at any time when dues are one month or more in arrears, but shall be automatically terminated when dues are three months in arrears. These members may re-apply at any time.
3. Any Annual Membership may be terminated by a two-thirds vote of the Board of Directors any time it shall consider it in the best interests of the Corporation. They will be eligible to re-apply during the next membership period.
Section 11B – Expulsion of Members: Upon being expelled, the membership of the person expelled terminates. An expelled member has no rights and privileges. Expulsion proceedings against any member can be initiated only by written petition addressed to the Board of Directors. Such petition must be signed by not less than ten (10) members entitled to vote. On receiving such petition, the Board of Directors will call a special meeting for the purpose of hearing said petition. The member to be expelled will be given notice of the time and place of the hearing personally or in writing addressed to him, registered mail, return receipt requested, at his address of record. Said notice must be given not less than ten (10) days prior to the date set for the hearing. The date of postmark on the envelope containing the notice will be the date the notice is given. At such hearing, the member to be expelled is entitled to appear and be heard. Other than the member to be expelled, the persons to be heard will be determined at the sole discretion of the Board of Directors. The Board of Directors shall be the sole judges of the procedure followed and evi¬dence accepted. If, in the opinion of the Board of Directors, after such hearing, the person to be expelled is determine undesirable as a member of this corporation by two-thirds of the entire Board of Directors, that fact shall be certified to the membership at the next regular meeting of the membership; and, at such regular meeting, the expulsion of the member to be expelled may be moved. If so moved and seconded and passed by a majority of the voting members present, the member to be expelled will be expelled.
Section 11C – Reinstatement of Membership: An expelled member may re-apply for Membership no earlier than five years after the date of expulsion.
ARTICLE III: Board of Directors
Section 1 – General: The governing body of the corporation shall be a Board of Directors, hereinafter called the Board, elected by the ASC Membership and consisting of not less than nine (9) nor more than fifteen (15) members. Subject to the foregoing, the current number of Directors may be increased or decreased by action of the Board. No decrease may shorten the term of any Director then in office. The Directors shall at all times be divided into three (3) groups containing as nearly whole numbers as possible. All existing Board members and open Board positions are identified as being in group, A, B or C. Terms will be 3 years in length beginning May 1.
Section 2 – Powers: The Board shall have and is vested with all and unlimited powers and authorities, except as it may be expressly limited by law, the Articles of Incorporation or these Bylaws, to supervise, control, direct and manage the property, affairs and activities of the corporation, to determine the policies of the corporation, to do or cause to be done any and all lawful things for and on behalf of the corporation, to exercise or cause to be exercised any or all of its powers, privileges or franchises, and to seek the effectuation of its objects and purposes; provided, however, that the Board shall not authorize or permit the corporation to engage in any activity not permitted to be transacted by the law, the Articles of Incorporation or these Bylaws. None of the powers of the Corporation shall be exercised to carry on activities, otherwise than as an insubstantial part of its activities, which are not in themselves in furtherance of the purposes of the corporation, and all income and property of the corporation shall be applied exclusively for its non-profit purposes and shall not inure to the benefit of any private entity or person.
Section 3 – Eligibility:
1. Must be at least 18 years of age and an ASC member in good standing.
2. Must agree to the responsibilities of a Board member as laid out in the Bylaws, job descriptions and other ASC documentation.
3. Must express a willingness to volunteer time and effort to further the mission of ASC during his or her time in office.
4. Of a husband / wife / domestic partner / child family unit where individuals are part of one household or are legally dependent upon one another in some way, only one may serve on the board at the same time.
5. Of a husband / wife / domestic partner / child / brother / sister / brother-in-law / sister-in-law / nephew / niece family relationship where individuals are not part of one household or legally dependent upon one another in some way, no more than 2 may serve on the board at the same time.
6. Any owner or regular employee of a corporation or other outside organization hired to manage the Alpenglow Ski Area is ineligible to serve on the Board.
Section 4 – Election of Directors:
1. A Nominating Committee consisting of three or more Directors shall seek and select eligible Director candidates no later than 45 days prior to the election. In the absence of such a committee, the Board Development Committee or the Board may assume this role.
2. Eligible ASC members wishing to run for election must notify the Board, or the Nominating Committee, in writing no later than 45 days prior to the election.
3. Elections for Directors of the corporation will be conducted one time per year at the corporation’s regular annual meeting.
4. A notice of the meeting must be sent to the members of the corporation no more than one month nor less than 15 days prior to the meeting. The Board shall indicate, in the notice of the meeting, its endorsement for a slate of candidates.
5. An Elections Committee will be appointed by the Board to oversee the election. This committee shall be made up of between one and three ASC members, of whom at least one will be a current Director except that none of the committee members may be standing for election in the current election. They shall be responsible for ensuring a quorum, issuing ballots to eligible members, counting all ballots and for certifying the election. Each eligible member present shall receive one ballot for themselves and one ballot for each eligible proxy presented. A majority of the votes entitled to be cast by the members present and those represented by proxy is necessary for the election of a Director. Results of the election shall be documented in the annual meeting minutes for future reference.
6. At the annual meeting, there shall be nominated and elected five (5) members to serve on the Board for a period of three (3) years. In addition, persons shall be nominated and elected to fill the remaining terms of Directors who resigned or whose seats became vacant during the preceding year.
7. All Directors duly elected at the annual meeting shall assume their offices on May 1, without any necessity of formal ceremony.
Section 5 – Board Meetings: Regular monthly Board meetings shall be held at such times and places as the President may designate. Notice of a regular meeting need not be given. Any business may be transacted at a regular meeting unless it is specifically required by these Bylaws or the Articles of Incorporation to be held at a meeting of the Membership.
Section 6 – Special Meetings: Special meetings of the Board may be held at any time or place and for any purpose or purposes. Special meetings may be called by any officer of the Board or by a majority of the Board by notice duly signed by the officer or Directors calling the same and given in the manner hereinafter provided.
Section 6A – Notice: Written notice stating the place, day and hour of a special meeting and the purpose or purposes for which the meeting is called of the Board shall be delivered to each Director not less than five (5) days before the date of the meeting, either personally, by mail, by electronic mail, by fax or by phone, by or at the direction of the officer or the Directors calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at such Director’s address as it appears on the records of the Corporation, with the postage thereupon prepaid. Written notice is not required when the Special Meeting is called at a regular meeting of the Board.
Section 7 – Quorum: A majority of the number of Directors fixed by the Bylaws constitutes a quorum for the transaction of business unless a greater number is required by the Articles of Incorporation or these Bylaws. The act of the majority of the Directors present at a meeting at which a quorum is present is the act of the Board, unless the act of a greater number is required by the Articles of Incorporation or these Bylaws.
Section 8 – Adjournment: Whether or not a quorum shall be present at any such meeting, the Directors present shall have power successively to adjourn the meeting, without notice, or publication of notice, other than announcement at the meeting, to a specified date. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which could have been transacted at the original session of the meeting.
Section 9 – Voting: Each Director present at any meeting shall be entitled to cast one vote on each matter coming before such meeting for decision. If a roll call is taken, all votes shall be recorded so as to attribute each ‘aye” and “nay” vote, or abstinence if not voting, to the name of the respective director.
Section 10 – Action Without a Meeting: Any action which may be taken at a meeting of the Board may be taken without a meeting if specific oral, written or electronic consent shall have been conveyed to the Recording Secretary, or an officer designated by the President, by three-fourths (3/4) or more of the Directors. The consents shall have the same force and effect as a unanimous vote at a meeting duly held. The Recording Secretary shall file such consents with the minutes of the meetings of the Board.
Section 11 – Resignation: Any Director may resign from the Board. Such resignation shall be in writing addressed to the Secretary or the President of the Corporation and shall be effective immediately upon its receipt by the Board unless a specific date is agreed upon between the resigning Director and the President.
Section 12 – Removal: Any Director whose membership expires and who does not renew it promptly upon notice shall have his seat on the Board declared vacant. The Board shall declare a Director’s office vacant if the Director has three (3) unexcused absences during a fiscal year and may, in its discretion, remove a Director for repeated non-attendance at its meetings, whether excused or unexcused, by a two-thirds vote. Any Director may be removed by a two-thirds vote of the Board at any time for willful neglect of office, failure to carry out the duties and responsibilities assigned to said Director, or willful violation of the Articles of Incorporation, these Bylaws, or any rules and/or regulations of the Corporation adopted by the Board. The Board, pursuant to the following procedure, shall accomplish removal.
1. The Board shall adopt a resolution of notice and intent to remove, which must be adopted by a majority of the Directors present (other than the Director sought to be removed) at any meeting of the Board, provided a quorum is present.
2. The Director subject to removal shall be accorded the opportunity for a fair and impartial hearing before the remaining Directors.
3. Following the hearing, removal from office shall be effected by an affirmative vote of two-thirds of the entire Board at any regular or special meeting of the Board. In the event of the removal of a Director under the provisions of these Bylaws, said removal shall automatically terminate his or her tenure as a member of the Board.
4. At the next annual meeting, the Membership may reinstate said Board member with a majority vote of those present in person or by proxy.
Section 13 – Vacancy: Should any vacancy occur on the Board, the existing Board may, by a majority vote of the entire remaining Directors, appoint an ASC member to serve until the next election date. The vacated Director position would then be filled pursuant to the election process for the remainder of the term for that position. If no qualified candidate files to run for election, the existing Board, by a majority vote of the entire remaining Directors, may appoint an ASC member to fill that position for the entire term. New Directors will assume the terms associated with the Group of the board member that they replaced (A, B or C) . In no case may a vacancy continue for longer than six months or until the next annual meeting of the members, whichever occurs first. After suitable effort is made by the Board to fill a vacancy, if that vacancy remains unfilled, then the Board may vote to reduce the number of Directors subject to the limits imposed by law, the Articles of Incorporation, and these Bylaws.
Section 14 – Compensation of Directors: No Director shall receive compensation from the corporation for any service such Director may render to it as a Director. However, a Director may be reimbursed for his or her actual expenses reasonably incurred in and about such Director’s performance of his or her duties as a Director. A Director may be compensated for services rendered to the corporation that would not normally be performed by a Director and that would normally be compensated for if performed by someone other than a Director.
ARTICLE IV: Officers
Section 1 - General: The officers of the Corporation shall consist of a President, a first Vice President, a second Vice President, a Recording Secretary, a Corresponding Secretary and a Treasurer. The officers will form the Executive Committee.
Section 2 –Election and Terms of Office: The officers shall be elected by and from the Board of the Corporation and shall serve at the pleasure of the Board. They shall serve terms of one (1) year commencing with the second meeting of the Board following the annual meeting and until their successors are duly elected and qualified. An officer shall be deemed qualified when such officer enters upon the duties of the office to which such officer has been elected or appointed, but the Board may also require of such person his or her written acceptance and promise to faithfully discharge the duties of such office.
Section 3 - Removal: The Board may remove any officer for failure to perform his duties under these Bylaws by act of a majority of the Directors at any meeting of the Board, provided a quorum is present.
Section 4 – Compensation of Officers: No officer who is also a member of the Board shall receive any salary or compensation from the corporation for any services such officer may render to it as an officer. Each officer may be reimbursed for such officer’s actual expenses if they are reasonable and incurred in connection with the purpose and activities of the corporation.
Section 5 - Vacancies: Vacancies caused by the death, resignation, incapacity, removal or disqualification of an officer of the corporation shall be filled by the Board at any regular or special meeting called for that purpose, and such person or persons so elected to fill any such vacancy shall serve at the pleasure of the Board until the next annual meeting of the Membership and until such officer’s successor is duly elected and qualified.
Section 6 – The President: The President shall have the responsibility of general care, supervision and operation of the Corporation; preside at all Board meetings, Executive Committee meetings and the Annual Meeting of the Membership; supervise and/or be responsible for the preparation of an annual report; and sign all deeds or such contracts as may require the seal of the Corporation. The President shall perform all other duties incident to the office of President and such other duties, power and authority as may be prescribed elsewhere in these Bylaws or by the Board. The President, with the approval of the Board, shall also have the power to appoint all committees which may be authorized or directed by the members of the organization or the Board, save and except as for such committee chairmen or members as may be directly elected from time to time by the Membership, and shall serve as ex-officio Member, with vote, on all Corporate committees. The President may also call special meetings of the organization on his or her own motion or upon written application presented him or her by at least ten (10) members of the organization.
Section 7 – The First Vice President: The First Vice President of the organization shall preside at all meetings and do all acts to be performed by the President in his absence. The First Vice President shall also act as Chair of the Membership Committee. The First Vice President shall have such other duties or authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board.
Section 8 – The Second Vice President: The Second Vice President shall discharge the duties of the President in the absence of the President and First Vice President. The Second Vice President shall also act as Chair of the Operations Committee. The Second Vice President shall have such other duties or authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board.
Section 9A – The Treasurer: The Treasurer shall have the general duties, powers and responsibilities of a treasurer of a Corporation, shall be the chief financial and accounting officer of the Corporation, and shall have and perform such other duties, responsibilities and authorities as may be prescribed from time to time by the Board. The Treasurer shall be Chairman of the Finance Committee and shall have charge of the keeping of all financial records of the Corporation. The Treasurer shall submit to the Board and to the Membership an annual financial report of all receipts and expenditures. However, the Treasurer’s books may be examined by the Board at its pleasure, or by an individual member of the Club upon a showing of good cause made to the Board. The Treasurer will be governed by such rules and procedures as the Board may prescribe.
Section 10 – The Recording Secretary: The Recording Secretary shall have charge of the records of the corpora¬tion and shall keep the minutes of the meetings of the Board and the Membership. The Recording Secretary shall also either give or cause to be given notice of such meetings as may from time to time be held and shall have and perform such other duties, responsibilities and authorities as may be prescribed from time to time by the Board.
Section 11 – The Corresponding Secretary: The Corresponding Secretary shall keep an accurate list of the Membership and serve on the Membership Committee; handle all correspondence and have and perform such other duties, responsibilities and authorities as may be prescribed from time to time by the Board of Directors.
Section 12 – Duties of Officers May be Delegated: If any officer of the Corporation be absent or unable to act, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, some or all of the functions, duties, powers and responsibilities of any officer to any other officer, or to any other agent or employee of the corporation or other responsible person, provided a majority of the whole Board concurs therein.
ARTICLE V: Committees
Section 1 – Establishment and Powers: Committees may be created and abolished by the Board, by resolution adopted by a majority of the Directors, except that a committee may not be abolished by the Board if it is required by these Bylaws. All committees are advisory to the Board and serve at the pleasure of the Board. Any committee, to the extent provided in the resolution of the Board, shall have and may exercise such powers as may be assigned from time to time by the Board.
Section 2 – Appointment: The President shall appoint the chairperson and members of committees from among interested and qualified Directors, Members, advisors to and friends of the Corporation. The President shall serve as an ex officio member on all committees.
Section 3 – Removal: Any member of a committee may be removed by the President whenever the President judges the best interest of the Corporation will be served.
Section 4 – Vacancies: Vacancies in the membership of any committee may be filled by appointment made in the manner provided in the case of the original appointment.
Section 5 – Committee Organization: Each committee shall keep regular minutes of its proceedings and report the same to the Board at each regular meeting or from time to time as the Board may require. Each committee shall determine its own organization and times and places of meetings unless the Board otherwise directs.
Section 6 – Executive Committee: The Executive Committee shall consist of the officers of the Corporation and, optionally, additional Directors to a maximum of seven voting members of the Executive Committee. Members shall be appointed by the President with approval of the Board.
ARTICLE VI: Employees
The Board may establish such positions of employment as it deems desirable and shall prescribe the method for the hiring and discharging of employees necessary for the proper conduct of the Corporation’s business. Employees must be on the Board approved slate of candidates in order to be eligible to be elected to and to serve on the Board. At no time may there be more than three individuals who are compensated by the Corporation serving on the Board. Employees who serve on the Board may not vote on any matters that may affect their employment with the Corporation.
ARTICLE VII: Agents and Representatives
The Board from time to time may appoint such agents for the Corporation as it shall deem necessary or advisable, so far as may be consistent with these Bylaws, and to the extent authorized or permitted by law. These agents shall serve at the pleasure of the Board or for such period as the Board may specify, and shall exercise such powers, have such titles and perform such duties as shall be determined from time to time by the Board or by an officer empowered by the Board to make such a determination. Such agents, if compensated, must be on the Board approved slate of candidates in order to be eligible to be elected to and to serve on the Board. At no time may there be more than three individuals who are compensated by the Corporation serving on the Board. Compensated agents and/or representatives who serve on the Board may not vote on any matters that may affect their position with the Corporation.
ARTICLE VIII: Indemnity of Trustees, Officers and Employees
Any person or persons made a party to any action, suit or proceeding by reason of the fact that they, their testator, or intestate, is or was a Director, officer or employee of this Corporation shall be indemnified by the Corporation against any and all liability and reasonable expenses, including attorney’s fees, actually and necessarily incurred by them in connection with the defense of any such action, suit or proceeding, civil or criminal or in connection with the defense of any appeal therein, except in relation to matters as to which it shall be judged in such action, suit, or proceeding that such Director, officer, or employee did not act in good faith in what they reasonably believed to be the best interest of the Corporation in performance of their duties; and in addition, in criminal actions or proceedings had no reasonable cause to believe that their conduct was unlawful. Such right of indemnification shall not be deemed exclusive of any other right to which such Director, officer, or employee may be entitled by law, and shall not be construed as any limitation on the authority of the Board to advance Corporation funds for reasonable expenses, including attorney’s fees.
ARTICLE IX: Contracts and Banking
Section 1 – Contracts: The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of or on behalf of the Corporation, and such authority may be general or confined to special instance. In the absence of a resolution to the contrary, the Executive Committee is presumed to be authorized by the Board to act on its behalf in this regard.
Section 2 – Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select. In the absence of a resolution to the contrary, the Executive Committee is presumed to be authorized by the Board to act on its behalf in this regard.
Section 3 – Checks: All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent, or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.
Section 4 – Loans: No loan shall be made to this Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. In the absence of a resolution to the contrary, the Executive Committee is presumed to be authorized by the Board to act on its behalf in this regard.
ARTICLE X: Administrative and Financial Provisions
Section 1 – Accounting Year: The fiscal year of the Corporation shall begin on the first day of June and end on the last day of May of each year.
Section 2 – Financial Statements: At the end of the accounting year, the books of the Corporation shall be closed and financial statements prepared for that year. Such financial statements shall be audited, reviewed or compiled as determined by resolution of the Board. The balance sheet of such financial statements shall be audited at least once every four years by an independent auditing firm, the partners of which are certified public accountants. The annual report and financial statement shall be promptly submitted to the Board and to its Members after the close of the fiscal and calendar year.
Section 3 – Books and Records: The Corporation shall keep correct and complete books and records of accounts of its Members, Board, and committees having any of the authority of the Board; and shall keep at its registered office or principal office a record giving the names and addresses of its Members entitled to vote.
Section 4 – Rules: The Board may adopt, amend or repeal Rules not inconsistent with the Articles of Incorporation or these Bylaws for the management of the internal affairs of the Corporation and for the governance of its officers, agents, committees and employees. Section 5 – Construction: If there be any conflict between the provisions of the Articles of Incorporation and these Bylaws, the provisions of the Articles of Incorporation shall govern, unless the Articles of Incorporation specify otherwise.
ARTICLE XI: Amendments
Section 1 – The Board has power and authority to adopt, amend and repeal Bylaws in full and in part; and such Bylaws and alterations, when so adopted by the Board, shall be in full force and effect as the Bylaws of this corporation and binding upon the Membership; except as provided in Section 3 of this Article.
Section 2 – The Board shall present amended Bylaws to the Membership at the next annual meeting of the Membership following such amendment.
Section 3 – The members may, at any regular meeting or at any Special Meeting called for that purpose at which a quorum is present, amend or repeal any such Bylaws passed by the Board, by an affirmative vote of two thirds of the members present in person or by proxy and entitled to vote.
Section 4 – The Bylaws and amendments and repeals adopted by the Board shall remain in full force and effect; however, any alteration, amendment or repeal or adoption of Bylaws by the members contrary to provisions previously adopted by the Board shall not be subject to subsequent alteration or repeal by the same Board.
ARTICLE XII: Dissolution
Section 1: A decision to sell, exchange, or otherwise dispose of all or a substantial portion of the assets of the Corporation shall be ratified by a two-thirds vote of those members eligible to vote who are present in person or by proxy at any Regular or Special Meeting of the Membership at which a quorum is present. Any such meeting shall be preceded by at least twenty-one (21) days written notice mailed to all Members and specifying the nature of the issue to be voted upon.
Section 2: In the event of dissolution of this corporation, any money or property except net proceeds from charitable gaming, which may then be held by it after payment of all debts shall not be distributed to any member of the organization but shall be delivered and paid over unto an entity with IRS 501(c)(3) exempt status of similar purposes and objectives, to be determined by the vote of the members, preferably such organization as shall carry on the advancement and development of alpine recreation in the Greater Anchorage Area.
Section 3: Upon the dissolution of Anchorage Ski Club, Inc. the disposition of net proceeds from charitable gaming conducted under this chapter, must go to a charitable organization as defined at AS 05.15.690 or another qualified organization that is authorized to conduct an activity under AS 05.15.