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ARTICLE I
Membership and Voting

1.1 The membership of Crystal Mountain Alpine Club (the “Corporation” or “CMAC”) shall consist of the following individuals (each a “Member”):

1.1.1 Board. Individuals who have been duly elected and are serving as a director on the Board of Directors of the Corporation (each a “Director”). Each such Member’s membership shall begin when he or she is elected as a Director and expire when he or she ceases to hold office as a Director.
1.1.2 Racing. Individuals who are duly enrolled and accepted in the Corporation’s racing program for a Racing Season. A “Racing Season” begins on November 1 of each year and continues through October 31 of the following year. Each such Member’s membership shall begin when he or she is accepted by the Corporation for its racing program and shall continue through the end of the Racing Season during which he or she is a participant in the racing program.

Only individual persons may be Members of the Corporation; a corporation, partnership, association or other entity may not be a Member of the Corporation.

1.2 The annual meeting of the Members shall be held in April or May of each year, at an annual awards banquet held at a time and in a place designated by the Board of Directors. Special meetings of the Members may be called from time to time by the Board of Directors. Upon delivery to the Secretary of a written petition signed by not fewer than one hundred (100) Members, the Board of Directors shall call a special meeting of the Members, which meeting shall be held at a time and place designated by the Board of Directors, provided that the time shall be not less than sixty (60) nor more than eighty (80) days after such petition is presented to the Secretary.

1.3 At any meeting of the Members, seventy (70) Members present in person or by proxy shall constitute a quorum or, if there are fewer than than one-hundred-thirty-eight(138) Members, a majority of the Members shall constitute a quorum. Subject to Section 2.3, each Member so present shall be entitled to cast:

1.3.1 for the election of Directors: a number of votes equal to the number of Directors to be elected, provided that such votes may not be cumulated: no Member may cast more than one vote for any single candidate; and
1.3.2 on all other matters: one (1) vote.

Members must be present in person or by proxy at an annual or special meeting in order to participate therein, and may not participate by telephone or similar communications equipment except if and to the extent approved by the Board of Directors.

1.4 It shall be the duty of the Secretary to provide a notice of each annual and special meeting of the Members, stating the purpose thereof, as well as the time and the place where it is to be held, to each Member in accordance with applicable law by electronic transmission or otherwise. Such notice shall be given at least ten (10) days prior to, but not more than fifty (50) days prior to, an annual meeting or special meeting.

1.5 All annual and special meetings of the Members shall be limited to the subjects stated in the notice of meeting, except as set forth in this Section. Except as set forth in this Section, no matter shall be brought before the Members or voted upon unless it was included in the notice of meeting, and any attempt to do so shall be out of order. The Secretary shall include in the notice of each annual and special meeting any matter or proposed action set forth in a written petition signed by not fewer than seventy (70) Members and delivered to the Secretary not later than sixty (60) days before the relevant meeting. Notwithstanding the foregoing, a motion may be made at an annual meeting to repeal an amendment to the Bylaws adopted by the Board of Directors since the last annual meeting, but only if such amendment affects who is entitled to vote as a Member at an annual or special meeting, or limits or diminishes the matters upon which the Members are entitled to vote or the manner or effect of such voting.

1.6 Any Member may vote by proxy. One parent or legal guardian of a Member who is less than eighteen years of age shall, without the necessity of any designation by such Member, be such Member’s proxy for the purpose of casting such Member’s vote or votes for the election of Directors and on any other matter requiring a vote of the Members. In addition, any parent or legal guardian may designate a substitute proxy (or a Member who is at least eighteen years of age may designate a proxy) in compliance with the following limitations, restrictions and requirements:

1.6.1 Except in the case of the proxy for a minor, no such proxy shall be effective unless it is made in writing and signed, and a copy thereof is delivered to the Secretary at least one hour before the relevant meeting is called to order.
1.6.2 Except in the case of the proxy for a minor, no proxy shall be effective for more than one meeting or for a period in excess of ninety (90) days, provided that a proxy that is effective when a meeting is called to order shall remain effective throughout such meeting, even if such meeting is recessed and reconvened or continued.
1.6.3 Except in the case of the proxy for a minor, any proxy may be revoked (whether or not it purports to be irrevocable or is coupled with an interest) by a written statement to such effect delivered to the Secretary at least one hour before the relevant meeting is called to order, or in such other manner as the Board of Directors or the President may determine is sufficient to revoke such proxy.
1.6.4 Such other reasonable limitations, restrictions and requirements, not inconsistent with these Bylaws, as are adopted by the Board of Directors from time to time, which may include a requirement that a person soliciting proxies disclose certain information in connection with such a solicitation.

A proxy shall be ineffective if the Board of Directors or the President determines that it does not comply with this Section and the other provisions of these Bylaws.

1.7 Except as otherwise provided by these Bylaws or law, passage of any matter submitted to vote at a duly-called meeting, where a quorum is in attendance in person or by proxy, shall require the affirmative vote of a majority of the total votes present in person or by proxy.

1.8 Any Member may be removed by a two-thirds (2/3) vote of the Board of Directors at a regular or special meeting of the Directors. Notice of such proposed removal must be given to the Member sought to be removed prior to the meeting at which the question is to be voted upon. Notwithstanding the foregoing, the Board of Directors may, in its reasonable discretion, determine to accept or not accept any person as a participant in the Corporation’s racing program and may, without limitation, refuse to accept a person who wishes to participate for one Racing Season, even though he or she participated the prior Racing Season.

1.9 Membership is not transferable.

1.10 The Corporation shall not (i) make any disbursement of income to its Members, Directors or officers or (ii) loan money or credit to its officers or Directors.

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