ByLaws of Inclusive Ski Touring
ARTICLE I: Name of Organization
The name of the organization is Inclusive Ski Touring.
ARTICLE II: Organizational Status
Inclusive Ski Touring is a registered non-profit in the state of Maine.
ARTICLE III: Purpose
Inclusive Ski Touring formally offers a group of people the opportunity to engage in uphill skiing, no matter the ability in a welcoming fashion. Inclusive Ski Touring facilitates genuine friendships by connecting strangers with like-minded individuals. We further develop an inclusive uphill community for beginners to experts alike through organized group tours and education.
ARTICLE IV: Board of Directors
Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of no less than 3 directors and no more than 7 directors.
Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of 2 year(s), or until a successor has been elected.
Section 3. Quorum. 75% of directors shall constitute a quorum.
Section 4. Regular Meeting. The Board of Directors shall meet immediately after the election for the purpose of electing its new officers, appointing new committee chairpersons, and for transacting such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 5. Special Meeting. Special meetings may be requested by the President, Secretary, or any two directors by providing five days' written electronic or voice notice. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments.
Section 6. Procedures. The vote of a majority of the directors presents at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Secretary shall keep written minutes of its proceedings in its permanent records.
Section 6b: Any director may introduce a motion for vote by proxy. The vote by proxy must be sent by email communication. For any motion to pass by proxy, the motion must be approved by 75% of Board directors.
Section 7. Removal. A director shall be subject to removal, with cause of not maintaining either their duty of loyalty or duty of care, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal, or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Section 8. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. Committees shall be chaired by a board member.
ARTICLE V: Officers of the Board
Section 1. Number of Officers. The officers of the organization shall be a President, Secretary, and Treasurer. The president may not occupy the president and treasurer. Two or more offices may be held by one person.
President/Chairman. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee if such a committee is created by the Board.
Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings.
Treasurer. The treasurer will be responsible for all matters financial.
Section 2. Election and Term of Office. The officers shall be elected every 2 years by the Board of Directors at the first meeting of the Board of Directors, immediately following the annual meeting. Each officer shall serve a two-year term or until a successor has been elected and qualified.
ARTICLE VI: Executive Committee
The board of directors may, by the resolution adopted by a majority of the directors then in office, designate an executive committee, consisting of two or more directors, to serve at the pleasure of the board. The Executive Committee oversees and directs the ongoing operation of the nonprofit, plus identifies issues of strategic importance, supported by appropriate research, to the Board of Directors, for their consideration.
ARTICLE VII: Membership
The corporation shall have no members who have any right to vote or title or interest in or to the corporation, its properties, and franchises.
ARTICLE VIII: Board of Director Meetings
Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.
Section 2. Special Meetings. Special meetings may be requested by the President, Secretary, or any two directors by providing five days' written, electronic, or voice notice. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments.
Section 3. Notice. Notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be given to all directors at least five days in advance by written, electronic, or voice notice.
Section 4. Place of Meeting. Meetings shall be held at the organization's principal place of business unless otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.
Section 5. Quorum. 75% of directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in a representation of less than a quorum.
Section 6. Informal Action. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.
ARTICLE IX: Fiscal Year & Book Keeping
Section 1. Books and Records. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by the board of directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.
Section 2. Fiscal Year. The fiscal year of the corporation shall be from January 1 to December 31 of each year.
ARTICLE X: Conflict of Interest
See Conflict of Interest Policy
ARTICLE XI: Code of Ethics & Whistle Blower Policy
Section 1. Purpose. Inclusive Ski Touring requires and encourages directors, officers, and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is in the intent of Inclusive Ski Touring to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
Section 2. Reporting Violations. If any director, officer, staff, or employee reasonably believes that some policy, practice, or activity of Inclusive Ski Touring is in violation of law, a written complaint must be filed by that person with the board president.
Section 3. Acting in Good Faith. Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be subject to civil and criminal review.
Section 4. Retaliation. Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of Inclusive Ski Touring and provides Inclusive Ski Touring with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals who comply with this requirement.
Inclusive Ski Touring shall not retaliate against any director, officer, staff, or employee who in good faith, has made a protest or raised a complaint against some practice of Inclusive Ski Touring or of another individual or entity whom Inclusive Ski Touring has a business relationship, on the basis of a reasonable belief that the practice is in violation of law or a clear mandate of public interest.
Inclusive Ski Touring shall not retaliate against any director, officer, staff, or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of Inclusive Ski Touring that the individual reasonably believes is in violation of a law, a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
Section 5. Confidentiality. Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Section 6. Handling of Reported Violations. The board president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.
This policy shall be made available to all directors, officers, staff, or employees and they shall have the opportunity to ask questions about the policy.
ARTICLE XII: Indemnification
Section 1. Indemnification.
(A) Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
(B) Permissible Indemnification. The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
(C) Advance for Expenses. Expenses 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, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.
ARTICLE XIII: Dissolution
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than 75% vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to a charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
ARTICLE XIV: Amending The Bylaws
The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least five days before the meeting.
ARTICLE XV: Corporate Seal and Execution of Instruments
The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President, the Secretary, or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
Certification
Bill Cobb, President of Inclusive Ski Touring, and Bryce Barnes, Secretary of Inclusive Ski Touring certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on Friday, October 9th, 2021. Article 4 Section 6b amended by the organization Thursday, December 15th, 2022.
I certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, adopted by the Board of Directors on Friday, October 9th, 2021, amended by the organization Thursday, December 15th, 2022.
By: Bill Cobb President Date: 12/15/2022
By: Bryce Barnes Secretary Date: 12/15/2022