Original pdf of bylaws can be found here.
BYLAWS OF STOWE NORDIC, INC.
ARTICLE 1. Name
The name of the organization shall be Stowe Nordic, Inc.
ARTICLE 2. Purpose
Stowe Nordic, Inc.’s Mission Statement: Stowe Nordic is a membership based organization
whose purpose shall be to promote in Stowe, Vermont and surrounding communities the passion
and pursuit of Nordic skiing as a lifetime winter sport by:
(a) encouraging education, fitness, competition, technique improvement, recreation, social
camaraderie, health and wellness, youth programs, and an appreciation of the outdoors and
nature,
(b) providing programs and events in support of the sport,
(c) supporting local businesses who serve the Nordic ski community, and
(d) acting as ambassadors for Stowe in the greater Nordic skiing community.
All programs and activities provided by Stowe Nordic shall be available to the general public,
including all related educational, charitable, and civic opportunities. Participation in some of
these programs and activities may require membership in Stowe Nordic, which is available to
anyone.
ARTICLE 3. Membership
Any person may become a member of Stowe Nordic by filling out the membership application
and paying the membership fee for the current year. All adult members aged 18 and over,
whether registered as an individual or as a member of a family, shall have full voting rights at all
meetings of the members.
ARTICLE 4. Board of Directors and Officers
Section 1. Board Role, Size, Compensation. The Board is responsible for overall policy and
direction of the organization, and delegates responsibility for day-to-day operations to the
directors and committees. The Board shall have up to ten and not fewer than five members.
Board members receive no compensation for normal Board work other than reasonable expenses.
The Board shall have the authority, however, to pay directors, members, officers, or employees
reasonable compensation for bona fide services rendered for the Corporation and to reimburse
members, directors, officers or employees for reasonable expenses actually incurred for the
benefit of the Corporation.
Section 2. Meetings. The Board shall meet at least twice yearly at an agreed upon time and place.
Section 3. Board Elections. Election of new directors and officers or election of current directors
and officers to additional terms will occur as the first item of business at the annual meeting of
the corporation. Directors and officers will be elected by a majority vote of the members
attending the annual meeting. Interim Board members with full voting rights on the Board may
be appointed at any time by a two-thirds majority of the Board of Directors.
Section 4. Terms. All Board members except for interim Board members shall serve three year
terms, but are eligible for reelection. Interim Board members shall serve only until the next
annual meeting of the corporation at which time they may be elected to a full term by the
members attending the annual meeting.
Section 5. Quorum and Voting Requirements. A quorum representing at least 50 percent of the
current Board members must be present before business can be transacted or motions made or
passed. All matters brought before a meeting of the Board shall be decided by the affirmative
vote of a majority of the votes cast by Board members present at such meeting or represented by
proxy.
Section 6. Notice. An official Board meeting requires that each Board member have notice by
mail, phone, or e-mail at least one week in advance.
Section 7. Officers and Duties. There shall be four officers of Stowe Nordic, consisting of a
President, Vice President, Secretary and Treasurer. Officers are on the Board of Directors.
Officers shall serve one year terms, but are eligible for re-election. Their duties are as follows:
The President shall convene all Stowe Nordic membership and Board meetings and shall preside
or arrange for other officers to preside at each meeting in the following order: Vice President,
Secretary and Treasurer.
The Vice President will chair committees on special subjects as designated by the Board.
The Secretary shall be responsible for keeping records of Stowe Nordic membership and Board
actions, including overseeing the taking of minutes at all Stowe Nordic membership and Board
meetings, sending out meeting announcements, distributing copies of minutes and the agenda to
members and Board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Stowe Nordic membership and Board meeting
showing income, expenditures and pending income. The Treasurer shall assist in the preparation
of the annual budget, help develop fundraising plans, and make financial information available to
Stowe Nordic members and Board members.
Section 8. Resignation, Removal, or Vacancy. Service on the Board of Directors shall be subject
to the following terms and conditions governing resignation, removal, or vacancy:
(a) Resignation. A director may resign at any time upon delivery of a written resignation to the
President or Secretary of Stowe Nordic. Such resignation shall be effective upon receipt unless
specified to be effective as of some other date.
(b) Removal. At any duly convened meeting of the members, any one or more of the directors
may be removed for any reason by the affirmative vote of two-thirds of the votes cast by the
members present in person or represented by proxy at such meeting, and a successor may then
and there be elected to fill the vacancy thus created for the balance of the unexpired term
appertaining to such vacancy.
(c) Vacancy. Any vacancy in the Board of Directors shall be filled by vote of a majority of the
remaining directors present in person or represented by proxy at a meeting of the directors,
though less than a quorum thereof may exist at the time of such vote. Any director so elected by
the Board of Directors shall hold office for the balance of the unexpired term appertaining to
such vacancy.
Section 9. Special Meetings. Special meetings of the Board shall be called upon the request of
the President or one-third of the Board. Notices of special meetings shall be sent out by mail,
phone, or e-mail at least 3 days in advance by the Secretary to each Board member.
ARTICLE 5. Committees
The Board may create committees as needed. The President appoints all committee chairs.
ARTICLE 6. Budget
The Board is responsible for developing and reviewing fiscal procedures and an annual budget.
The Board must approve the budget, and all expenditures must be within the budget. Any major
change in the budget must be approved by the Board. The fiscal year shall be September 1 –
August 31. The financial records of the organization are public information and shall be made
available to the membership, Board members and the public.
ARTICLE 7. Meetings of Stowe Nordic Members
Section 1. Annual Meeting. The annual meeting of the members shall be held during the first
quarter of each fiscal year, or on such other date as the Board of Directors may designate. The
purpose of the annual meeting of members shall be to elect the Board of Directors and Officers
and to transact such other business as may properly come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the
President or by a majority of the directors, and must be called by the President upon receipt of a
written request signed by members representing at least ten percent (10%) of the votes in Stowe
Nordic. Business transacted at any such special meeting shall be limited to those matters stated in
the notice of such meeting.
Section 3. Place of Meetings. All meetings of Stowe Nordic shall be held at a suitable place
within the State of Vermont convenient to the members as may be designated by the Board of
Directors.
Section 4. Notice of Meetings. Notice of the annual meeting and any special meetings of Stowe
Nordic shall be delivered personally to each member by e-mail transmission to the member’s email address as listed in Stowe Nordic’s records not less than ten nor more than fifty days before
the date of such meeting. The notice shall state the day, hour, place, and purposes of the meeting.
Section 5. Waiver of Notice. Members who decline to provide their e-mail address on the
membership application form shall be considered to have waived their right to notice of
meetings.
Section 6. Quorum and Voting Requirements. At all meetings of the members, ten percent (10%)
of the total number of members shall constitute a quorum. All matters brought before any such
meeting shall be decided by the affirmative vote of a majority of the votes cast by members
present at such meeting or represented by proxy, unless otherwise required by law.
Section 7. Conduct of Meetings. The President shall preside over all meetings of Stowe Nordic,
and the Secretary shall keep the minutes of the meeting to record all business transacted at such
meeting. The then current edition of Robert’s Rules of Order shall govern the conduct of all
meetings of Stowe Nordic.
Section 8. Adjournment. If any meeting of Stowe Nordic cannot be duly convened for lack of a
quorum, the meeting may be adjourned by the members representing a majority of the votes
present at such meeting, in person or by proxy, until a quorum is present for convening the
meeting.
ARTICLE 8. Amendments
These Bylaws may be amended when necessary by a two-thirds majority of the Board of
Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular
Board announcements.
ARTICLE 9. Dissolution or Sale of Assets
A two-thirds vote of the membership shall be required to dissolve the corporation. After
dissolution, any assets remaining after payment of debts and liabilities shall be paid over to a
charitable organization. No part of the assets shall inure to the benefit of or be paid or distributed
to a director, officer, member, employee or donor of the organization.
These Bylaws were approved at a meeting of the Board of Directors of Stowe Nordic on April 9,
2019.