Gray Wolf Ski Club BY-LAWS

As amended, September 2009. (Original by-laws adopted August 18, 1984)

ARTICLE I: NAME: The name of this organization shall be the Gray Wolf Ski Club.

ARTICLE II: PURPOSE: The purpose of the organization shall be to promote skiing, other outdoor sports programs, and fellowship through organized activities, for people 50 years of age and older.

ARTICLE III: PRINCIPAL PLACE OF BUSINESS: The principal place of business for this organization shall be Pagosa Springs, Archuleta County and South Fork, Rio Grand County, Colorado, and the business address of the organization shall be a Post Office Box 2394 Pagosa Springs, Colorado, 81147.

ARTICLE IV: DURATION: The duration of the organization shall be perpetual.

ARTICLE V: FUNCTION: The function of this organization shall be to schedule activities and events, publicize them to the members, assess dues and expend funds solely for the purposes stated in ARTICLE II. The organization shall not hold land, but may from time to time secure and hold real property to be used solely for the business and purpose of the organization. The Gray Wolf Ski Club is by and for its members. As an entity, it shall not donate to any cause, organization or individual.

ARTICLE VI: MEMBERSHIP: Any person 50 years of age or older may become a member of this organization, by paying the requisite dues. A spouse or partner may also join, prior to becoming 50 years of age. Any member failing to pay annual dues shall be dropped from membership. The membership shall have the right to vote on the amount of the annual dues; election or expulsion of officers; amendments to the By-Laws; and dissolution of the organization.

ARTICLE VII: BOARD OF DIRECTORS: The Board of Directors shall consist of the Officers of the organization, with the right to call meetings, develop a budget, expend funds, form committees, appoint short term, temporary officers, perform all other duties normally associated with a Board of Directors, and fulfill all responsibilities not otherwise delegated in these By-Laws. All actions of the Board shall require a majority vote of the full Board.

ARTICLE VIII: OFFICERS: Officers shall be elected at the annual business meeting, or any other business meeting when necessary, and shall include a President, Vice-President, Secretary, Treasurer, Publications Editor, Program Chair and Membership Coordinator. All officers, directors, and committee chairs shall serve without compensation, but the Board of Directors may employ an executive Secretary to carry out the policies and functions of the Organization as stipulated by the Board.

The President and Vice President shall serve for a one (1) year term and the Vice President shall automatically become President after a one (1) year term served as Vice President.

The President shall preside at the Board of Director Meetings and all meetings of the organization, shall be a member of all standing committees and shall perform all other duties normally associated with being the President of an organization.

The Vice-President shall participate and assist in all Presidential activities, and shall perform the duties of the President in his or her absence.The Secretary and Treasurer shall serve for a two (2) year term and be elected in odd numbered years.

The Secretary and Treasurer shall serve for a two (2) year term and be elected in odd numbered years. The Secretary shall conduct the necessary correspondence of the organization, maintain the records and documents of the organization, and record and maintain the minutes of all meetings of the organization and its Board of Directors.

The Treasurer shall collect, dispense, and be custodian of the funds of the organization in accordance with the By-Laws.The President, Vice President, and Treasurer shall be the only officers authorized to sign checks for the dispersal of funds. Only one signature of these officers is needed on a check. The Treasurer shall also maintain the database and financial books for the organization.

The Publications Editor shall serve a two (2) year term and be elected in odd numbered years. The Editor shall publish newsletters, election or voting notices, and the organization’s website, or any other publication as needed.

The Program Chair shall serve a two (2) year term and be elected in even numbered years. This officer will develop and coordinate programs and social events, and is expected to present a program of the coming years events at the annual meeting.

The Membership Coordinator shall serve a two (2) year term, and be elected in even numbered years. This officer will provide membership services including management of the website and email notifications, and will oversee member recruitment.

ARTICLE IX: RESIGNATION OR EXPULSION OF OFFICERS: Should any officer resign, die, or becomes otherwise incapacitated or expelled, the Board may temporarily appoint an replacement, and shall, in a timely manner, call a business meeting for the purpose of electing a replacement, who shall serve out the term vacated.Any officer shall be expelled from office by the affirmative vote of two thirds (2/3) of the members present at any properly notified business meeting.

In such case, an election shall be held immediately to elect a replacement. An officer shall also be expelled by a majority vote of the board for fraud, dereliction of duty or other like cause. Such removal shall be affirmed or rejected by a majority vote of the membership at the next properly notified business meeting, which shall also include an election following an affirmation.

ARTICLE X: DUES: Annual dues shall be assessed each member of the organization. Current members, who fail to pay annual dues before September 1, shall be dropped from membership. Annual dues paid after May 1 shall provide membership through the following winter and until August 31 the following year. Any change in the amount of dues shall usually be recommended by the Board at the annual meeting, and shall require approval by a majority of the members present at a properly notified business meeting.

ARTICLE XI: MEETINGS: All organizational meetings will usually include a potluck, picnic, or social event.There shall be at least two meetings, with at least one on each side of Wolf Creek Pass, each summer. The annual meeting shall be a business meeting, held usually during June and on the same side of Wolf Creek Pass where the current President resides.

The regular annual election of officers shall take place at the annual meeting. Business meetings shall be called by the Board of Directors or by petition of ten (10) members of the organization for the purpose of a vote of the membership. All business meetings shall provide thirty (30) days advance notification, with regular mail notices to those for whom we do not have an email address.

Notification of business meetings shall include information concerning votes of the membership that are planned to take place. Any motion from the floor that does not address an issue, or subject, that was properly notified in advance shall be solely advisory and shall place the issue on the agenda for the next Board meeting.

A quorum of ten (10) percent of the annual dues paid membership at the time of the meeting is necessary to conduct a vote of the membership. Written proxies, including by regular mail or by email, from annual dues paid members shall be counted as members present for the purposes of calculating the quorum, but shall not be used as members present for the vote.

All business meetings shall be conducted following Roberts Rules of Order, except when in conflict with rules set forth in these By-Laws.

ARTICLE XII: COMMITTEES: The Board of directors shall appoint committees as needed, which shall be solely advisory to the Board.

ARTICLE XIII: AMENDMENTS TO THE BY-LAWS: These By-Laws shall be amended by the affirmative vote of two-thirds (2/3) of the members present at any properly notified business meeting.

ARTICLE XIV: DISSOLUTION: This organization shall be dissolved by an affirmative vote of three-fourths (3/4) of the members present at any properly notified business meeting or shall be automatically dissolved should a quorum fail to appear at any three (3) consecutive business meetings. In case of dissolution, any funds remaining in the treasury at the time shall be donated to a charitable or non-profit organization associated with skiing or other outdoor sports program for people 50 years of age or older.

Gray Wolf Ski Club is a group of skiers and outdoor enthusiasts, 50 years of age and older, who are organized for socializing, downhill skiing, x-country skiing, hiking, golf, and anything else that the members chose. We are centered around Wolf Creek Pass in SW Colorado; however, folks from all over the U.S.A. are welcome to join and participate. For more information click on About the Club.