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Show -4- Section B - Other r~etings. r~etings of the Members of the Association other than the Annual meeting may be called by the Goard of ['irectors. the President~ or by \'lritten request of 100 Full or Associate ~embers as hereinafter described. Upon written request for a meetin!} of the Members sent by registered mail or delivered in person to the President by 100 Full or Associatei:ernbers setting forth the purpose or purposes for the meeting~ the f1.ssociation shall, "'ithin 10 days after the receipt of such request, give to the members of the f\.ssociation notice of a meeting to be held not less than 20 nor more than 45 days after the date of such notice of the meeting, \'lhi ch noti ce shall state the purJ)ose or purposes of the meeti ng. If such noti ce shall not be given \'!ithin 10 days after such dellVcry or f'1ailin9 of such request to the President, the members so requesting the meeting may fix the time of the meeting and give, or cause to be given, notice of suc~ meeting in the manner above stated, and the costs of the same shall be a proper fssociation expense. Section C - notice of r;eeti.!!9~ Ilot less than 3') days before the date fixed for any meeting of the members of the fssociation, I:!ritten notice of the time and place of such meeting shall be given by the President (or, in case of his refusal ~ by the members entitled to call the meeting as provided in Section B of this Article). Such notice shall be served upon or mailed to each memLer. If such notice is mailed, it shall be directed, postage prepaid. to such mel'lbers at their respective addresses as they appear on the records of the Association, and notice shall be deemed to have been given on the date so mailed. If any meeting is adjourned to another time or place, 30 days notice shall be given to the member'ship. Section D - Voting by rlembers. Each Full ilember shall be entitled to one vote and each Associ ate f1ember shall be entitl ed to one-half a vote ~ in person or by proxy duly authorized in writing, on any action submitted to a vote of the members. Only Full and Associate r1embers shall be entitled to vote on any action submitted to a vote of the members of the Association. but Registered r~eP.1bers and Honorary f1embers may attend J and partiCipate (except to vote) at, any meeting of the members of the Association. Section E - Quorum.' To consititute a quoru~ at any meeting of the members of the Association, there shall be present in person or by proxy at least 100 of the then total number of Full or Associate :iel'lbers. Section F - r'Jumber of Votes Requirec.; for fIction. In all cases except \'Ihere othenJise expressly provided in these 8y-LatJs, a majority of the votes cast in person or by proxy by Full or Associate :~emhers shall control on any action submitted to a vote of the members. Section G - Business. The normal order of husincss at an annual meeting shall be as determi ned by the Board of Di rectors. r:oberts P.u 1 es of Order as Revi sed shall govern all meetings. Any action may be taken hy the members of the Association at such annual meeting. !',RTICLE VI. f\ctio~11~~!?er~ __ Qf __ tll(~_ Il.s_sQ~ja_ti9!l_ ) '_(th.Q~_~ 9_~_leeti n9 I\ny action may be taken by the members of the I'ssoc; ation \"ithout a meeting ~ except action \'Jith respect to changing or ar1ending the !'.rticles of Incorporation, as foll01:1S: (a) The Board of Directors shall determine that the rarticular action to be voted upon should be suhmitted to the Full or tssociate rlemhers L'ithout a rneeting of the members of the Association. 10-14-70 -5- (b) The President shall thereupon mail to each Full or Associate r1ember, postage rrepaid~ an~ directe~ to the address of each such me~ber as it appears on the records of the A.ssociation~ a ballet setting forth in full tf1e resolution or resolutions to he acted upon and a provision requesting that the completed ballot be mailed to the Executive Secretary at the address set forth on such hallot ,:.'ithin 14 days after the date aprearing thereon (,'hich date shall be the date the ballot is mailed to such member) • (c) The Executi ve Secretary of the J'ssoci ation shall count all such ballots returned to him, properly completed, prior to the close of business on the tl'lenty-first day after the 1 ast day upon uhi ch such ballots ~·:ere so mai 1 ed to the members and if a majority of the total numrer of ballots so voted and returned are in favor of such resolution or resolutions. tben the 2.ction set forth in such resolution or. resolutions shall be the action of the Association. I'J?TI CLE VIr. Board of Directors The government and general direction of ~ssociation affairs shall be vested in a Board of Oirectol"s ,:'hich shall consist of "Full Certified" ::embers elected or apPointed for that purpose by the divisional ski instructor associations as noted in ARTICLE III. Section A, in a ratio of one director per division. Section A - POtrlers. Subject to the provisions of lau, the /\.rticles of Incorporation. and these By-Laws, and any direction aiven, or limitation imposed by action of the members, the Board of Directors (hereinafter sOr.1etimes called the "Board") shall hire such employees, estab 1 ish such offi ce or offi ces, retain such counsel and othen'fise manage and conduct the business and affairs of the Association as it may deem advisable for carrying out the objects of the !\ssociation and these By-Lat'ls. Section B - f'lumber~ Election and Term of Office. The number of Directors t·!hich shall constitute the t·,hole Board shall be ninc. Each divisional ski instructor association as noted under JI.RTICLE III. Section I\~ sl1all be entitled to one "Full Certified'! representative on the Board of f'irectors. The rerresentative shall either be aprointed or elected by the c'ivisional association in accorcl ,,·,ith such policy as is established by the division. The addltional one member (or nine) member of the Board) shall be a iiember at Large and shall be elected or designateci in accordance \-lith such policy as is adopted by the Board. The term of offi ce of each member of the Board of [Ii rectors shall be b-:o years or until his successor has been arpOlntec! or elected by tile division, or in the case of the one at Large representative, in accord '.lith the policy as established by the Board of Directors. A.l1 Directors sliall take office at tile annual meeting of the members of the Association 3 subject to fRTICLE XII (present elected Directors serve out their terms). The provisions of this Section B '·'ith resrect to the term of office of Directors are subject to the rrovisions of Section C and E of this JI.rticle. [-Jo Director shall serve more than t\·IO co;)secutive terms. The voting strength of the Goard of ri rectors sllall be llivided as follotls: each Director shall be entitled to a minimum of one vote and an cuditional vote for each 200 Full or I\ssociate f1embers in the division he represents over the first 2nn Full or Associate 1Jembers. The !lerlber at Lar~e shall he entitlec to one vote. -f- Section C - EliC'jibility. \!o rerson shall be eligible to serve as a Director unless such person 1s affi 1 i ated '.'ith a di vi s i ana 1 s!:i instructor associ ation as a Full Certified rlember and as a Full ::ember of the P.S.r.['., and in good standing in both. Section [) ., '£\ppointl:1ent or Election of nirectors. tt least ten (lO)days prior to the date fixed for the I'nnual i~ee-tin(l-or-the r1er:cers of the jl.ssociation 9 each Division as enumerated in /\PTICLE III shall submit to the Executive Secretary of the I\ssociation the name of the Di rector appo'j nted cr elected hy such rJi vi s i on for offi ce as a member of the Board of fJirectors of tIle I'·SSOcilltion for the forthcoming term. Such notification shall be signee hy the Prcs~dent of the nivision and co-sit;ncd by the Secretary or Executive Secretary of the smo. :'otice of such arnointment or election shall be mailed to all members of the noarrl of Oirectors of the I'ssociation and Presidents of the Divisions by the Execut-ive Secretary at least five (5) days prior to the date fi xed for such annua 1 j'eeti 119. Section E - Vacancies end removal. The office of a Director shall become vacant if (a) he shall cease to be eli0ible to serve as a ~irector as rrovide~ in Section C of this Article, or (b) if he 511.'111 dip.~ or (c) if he shall resign by a I!riting signed by him and delivered to the Prpsidcnt. or (d) in the casf' of i:l Director I':ho is such by virtue of being an officer, :V~ shall .:ease to lie such an officer. By action of the Divisions, or in the case of at Large representatives by such action as is prescribed b)f policy of the Board of Cirectors, any Director may he removed t·!ith or uithout cause and in the event of such rerno'/al. the Division or geographical area represented shall thereupon appoint or elect a person or persons to fill the vacancies so created for the remai nder of the terms of offi ce of the person or persons so removed from office. Section F - Qyorum a_nd 1!0tq_s.J1~.9_l!i!,_e.Q.for fction. /\t all l:1eetings of tIle Board of Oi rectors the presence of memr,ers I'i th voti n9 paper in excess of sn percent. but not less than five or more of the Directors, shc::ll constitute a quorum for the transaction of business, but if at any meetina of t~e Board there shall be less than a quorum rresent~ a majority of the Directors present may adjourn the rleeting from time to time without notice other than an announcement at the meeting until a quorum is present. The act of a majority of the vOtlr.CJ strength of the Oi rectors present at a meeting thereof at uhich a quorum is present shall he the act of the Board. Sectlon G - f:eetings and ~\ot;~e n~!eof. f regular meeting of tile Board shall be held at least one time each year in 2.cirition to tile annual meeting. Srecial meetings of the Board may be called by the Presicent and sf1all he callerl by the President UDon the 1!.'ritten request of a:1Y three or more rirectors. ;:otice of the time and place of such special meetings shall he rlailE'(! to each r'lrector o.t his address as sho\!Jn by the records of the f\ssociation at least fourteen (14) (jays nrior to the time of the meeting. :;otice of any meeting of the Board of Pircctors may re I."aived either [)efore or after the meeti n9 by any [;i rector or f)'; rectors. Section H - Action by B2ar!:U~i.t~..9ut_51. ~C'eti..!lg. /\ny action \Ihich may be taken by the Board in a meeting thereof n"':!~' he: taken hy such Goard I'Jithout a meeting by a I!riting signed by members I'lith votin(l i,,\'::1' in ('xcrss of sn rercent but not less than five members of the Board~ providec1" :lol'cver, tIJGt SUC,l action ~Jy a signed I.1riting shall not become effect; ve un 1 es s uncI until (c) a C01).') of such \"rit i 119 to be so signed has been mailed~ postage prel)aid~ to eacil [;irector addressed to him at his last knm·!n address as it appears on the fssociation records and (b) no rirector, during the ten days succeeding the date of such rnailinC), ~]ives \'ritten notification to the President of the Association that such Girector believes t~at the prorosed action set forth in such writing to be signed should he considered at a Board of Qirectors meeting of the t-\ssociation. 10-14-70 Section I - Ex-Officio and Additional :·ernhers. In addition to the members as stated under Section 8 of this I'.rt;cle, the Board of Directors may accept representatives from the follO\'Jing organizations as Ex-Officio members l"ithout vote: United States Ski ~ssociation Uni ted States Ski l\ssoci ati on Coaches System National Area Operators ~ssociation fJational Ski Patrol Syster1 United STates Forest Service Ski Industries of ~merica flrnCLE VII I. Officers of the I'ssociation Section A - Officers, Appointment and Term. The Association shall have a President j a First Vice President, a Secon~ Vice Presirlent. Such officers to be eligible to serve as such officers must each be affiliated uith a Division and be a Full Member of the Association. Such officers shall be elected hy the incoming Board of Directors, at the Board of Di rectors i~eeti n9 held in conj uncti on t·!i til the P.nnua 1 r ~eeti n9; and such officers so elected shall hold such office for a term of one year and until the successor to such office has been elected and qualified. In the event that any officers of the Association shall not continue to be a designated member under the terms of /\RTICLE VII, Section B, then by vi rtue of hi s office he shall be such a member of the Board, with full rights as such. including one vote, until the expiration of his terJTl of office or the election of his successor. The I'ssociation may also have such officers other than those above specified as the Board may ~cem necessary or aclvisable, all of t',hom shall be chosen by the Board or by an officer or officers of the I\ssociation desi9nated hy the Board. and shall serve for such term or terms as the Board shall prescri be. /\ny offi cer of the I\ssoci ation other than the President. First Vice President and Second Vice President shall be subject to removal "Jith cause, at any time by the vote of a majority of the Directors then in office. I\ny vacancy in office among any officers of the /\ssociation duri ng the term of such off; ce, ho' 'ever, created, by res i gnati on or othenJi se, shall be fi lled for the remainder of such tern: of offi ce by the vote of a majority of the Directors then remaining in office though less than a quorum. Section B - President. The President shall rerform all c1uties required of him by these By-Laps, shall serve as a Pi rector. shall be the chi ef executi ve offi cer of the P'ssociation and suhject to the rrovisions of Lal', the Articles of Incorporation. these By-La\!s ant! the directions anc limitations <:Jiven and imposed by action of the Board and/or the memhers of the f,ssociation, shall have general cllar!)e and authority over tile business and affairs of the: I'ssociation ancl shall have such other duties and pOt'!ers as may he given him by action of th~ members and/or the Board. Unless another Director is chosen by the Goard to do so, t!le President shall rreside at all meetings of the members of the I'ssociation an(: of the Board. SectionC - First Vice Presirlent. The First Vice President shall perform the duties of the President in his ab'sence--or during his dlsability to act or in case of the vacancy in office of President and s:lall havE' SL!ch other duties and pOIJers as may be given him by action of the members and/or the Board. -9- Section D - Second Vice President. Tht Second Ilice President shall perform the duties of the President and Frist Vice Presicent in tl;e absence of the President or First Vice President or during their disahility to act or in case of vacancy in the office of President and Frist Vice President, shall perfom. the duties of tile First Vice President in his absence or during his disat·ility to act or in case of vacancy in the office of First Vice President am! '"hall :lave SUdl other duties and pm'/ers as may be given him by action of the members ond/or the Board. Section E - Other Offi cers. Other offi ccrs shall have such duti es and pONers as may be given them by the Board. I'PTICLE IX. [xecutjve Secretary Section A - Executive Secretary. The Executive Secretary shall perform all duties required of him or her by these By-La\'.'s. shall have the management and supervision of the national office of the I'.ssociation subject to these Gy-La\'!s and directions and limitations given and imposed by action of the r::embers, the Board and the President and shall have such other duties and pOt'!ers as may be assigned to or vested in him by action of the members and/or the Board. He or she s~all be employed by the Board and serve at its pleasure. He or she shall have custody of all monies and securities of the Association i and keep adequate and correct accounts of its receipts and disbursements, and shall suhmit financial statements to the Board and to meetings of mcmhers of the Association as shall he requi red by the 80ard of Oi rectors anc!/or by action of the members. Funds of the Association shall he denosited in the name of the Association in such depositories as the 80ard may from tiJ'1e to time liesignate. The Executive Secretary shall disburse monies of the Association only as authorized by action of the Board or the Executive Committee in accord "Iith I'PTICLE IV--(C)--(4). The Executive Secretary shall also keen ll1inutes and transcribe all meetings of the members of the ,L\ssociation, the Board, and sud, other committees as designated by the Board i shall have char!)c of t:le recorGs of the I'ssociation~ at such headquarters as may be designated by the Soare, anu shall re responsible for the dissemination and distribution of such notices, minutes, ne\'sletters, or other communcations as may be directed by the Board, and such other anc' further r~uties anc f1O\"ers as may be given him by the Board. r rTI CLE ;{. Corrni ttees Section II. ~ Executive Committee. The Beard may create from its membership and define the pOtJers and dutie-s of an Executive CO~('1ittee. The COlrmittee shall consist of the Presicient and tl/O or more other [)irectors. The Com'1ittee shall :lave such authority as is delegated it by the Board to C2.rry on the day-to-day business of the ft.ssociation bett'een Oi rectors' r 7eeti ngs . Such deci s ions as are made by the Executi ve Commi ttee shall be in accord "'ith the general policy as stated by the Board and subject to ratification by the Board at its next meetinq. 1n-14-7f) -10- Section B - Other Committees. The Board may create from among the members of the Association, and define the ~Ol'!ers and duties of, such standing and special committees of the Association in addition to an Executive COMmittee, as the 80ard shall deem appropriate, the members of 11hich additional committees shall serve for such term or terms as the Board may prescri be. The Pres i dent slla 11 appoi nt the Chai rman and members of said committees. Section C - Pules for Committees. lJnlec;s othen'is(' provided I)y the Board, a majority of the members of any comP.1itteeof t:~e i'ssociation shall constitute a quorum at any meet; ng thereof, and the act of the majonty of the members of such corrmittee present at a meeti ng at ,::h i c1"l a quorum is rresent sha 11 b:~ tl·e act of such committee. Acti on may be taken by any such committee 1:!ithout a meetin9 by a ITHing signed by all its members. Subject to the !Jrovlsions of these f;rticles and to any rulGs prescribed by the Board, its Chairman" at' other officers~ the committee shall determine ltS oun method of procedure. I',ny such cor:mi ttee shall keep a ~'~ri tten record of all acti on taken by it, and all such action shall he transcribed b~f the I\ssociation Executive Secretary. I'll action taken by such a cOlTfnittee shall be rerorted to the Board, the Committee, and the Oivision Presidents b~' mail v,ithin 30 days after such meeting has been held. Section D - Action of Committees as Action of I'ssociation. Except as to such action of the Executive Committee as isexpressly authorized by these By-La'!s, no action of any committee of the /',ssociation shall he the action of the Association and binding thereon unless such action has been expressly authorized or ratified by the Board. ARTICLE XI. Association Advisory Board The Association Advisory Board shall be corr;1osed of such of the past Presidents of the Il,ssociation \'!ho served terms as Presidents and t'!ho notify the Association in t"Jriting of their desire to serve on such Coard. The ~embers of such fldvisory Board as such shall be enti tled to attend (hut not vote at) any meetings of the Board of Di rectors and of the members of the flssociation. Such Advisory Board shall consider and make recommendations to the Eoard of Directors and officers of the I'ssociation on such subjects as the Board of ['i rectors may from tiPle to time refer to the J\dvi sory Board for consideration an~ recommendation. tPTICLE XII. -Pr-oc.ed-ur-e Except as statec by these By-Lal's. roberts r.ules of Order as revised shall govern all meetings. Ho~ever, no action or procedure shall be adopted or taken ~*Iich shall be contrary to the fJrovisions of the ~linnesota :~onprofit Corporation jl\ct. JlRTICLE XIII. IPll"' 1 er:lentati on These By-Lat'ls shall become effecti ve immedi ately upon adopti on in accord ':Iith the previous By-La'.-Is of the Corroration. 10-14-70 _ • J - -11- Section A. - Board of Pirectors. Uron ratification by a divisional ski instructor association as designated under ftRTICLE III, such association shall immediately be entitled to one rerrespntative on th~ eoar~ of Cirectors of the Association. This Director shall be in aedition to t~~e ~resent r1cmbers of the [oard. If three (3) divisions or more shall become entitle~ to reoresentation on the Board throug!l ratification, no election of directors by the general membership shall te held in the year 1970. To the extent that r.1ore than three (3) divisions ratify these By-Lal's!j such excess over three shall diminish the number to be elected by the general membership yearly, such deduction to follDt' in the years 1('"71 and 1072 in tl1at order. Such dec.tuction shall be against the r>resent three rirectors rer year for a three year term. If less than three (3) divisions sball ratify these 8y-LaI Js, sucl; number shall be ceductecl from three and the difference bet".'cen that fiourc and three ner year for a three year term shall be elected by the general membership in the year 1~7(). flo present member of the Board of Directors shall be removed from office prior to the expiration of his official term by virtue of the adootion of these Cy-Lat.'s. Upon ratification by seven (7) divisional ski instructor associations, the provisions of ARTICLE VII-B shall become effective, and the Board shall proceed to the designation, anpointment or election of one member at large on the Board of Directors in accord \'Jith such policy as is established. Pt t:,is time, the election to and membership of the Board shall be solely in accord ':.'ith ARTICLE VII. Section B - f1emhers. Upon ratification of these 8y-Lm!s by a divisional ski instructor organization or association, all rresent members of the .lI.ssociation, except registered or apprenti ce members t',hose memhersh i pin P. S . I . P,. sha 11 be opt; ona 1, res i di ng in the geographical area represented by such division must fulfill the requirements of ARTICLE II-B to remain memhers of the f,ssociation for the next fiscal year. Unti 1 such time as the divisional ski instructor organization shall ratify these By-Lat'Js, all present members of the I'.ssociation shall continue as members of the Association provided the reqUirements for maintenance of sucl: Membership are met. /\11 such members shall be entitled to vote at any general or special Meeting, in addition to the other privileges of membership. I'RTICLE XIV. AJ11endMcnts The foregoi ng By-Lat·JS may be amended, repealed or a lterec1 by a majority vote of the 80ard of Directors or members of the /'ssociation at any regular or special meeting. except that fRTICLE II-~-(2)-(3) and (,UICLE V··[l may be amended!j repealed or altered by a b!o-thirds vote of the me~bers of the /'ssociation at any regular or special meeting. t!otice of the intention to rropose an amendement. either at a Board of Directors' meeting (general or srecial) or at a rlerlbers' F.eeting (general or special), shall be given at the time said meeting is callee:. comrlying 'lith all notice requirements stated in these By-Lal's~ except in the case of a mail vote~ in I'!hich case the provisions set out hereinbefore regarding votin0 ~.'ithout a meeting shall be folloued. HI !'ITf!ESS "HEP,[()F the foregoinCJ Gy-Lil'!S as tm<>nded ~.~ere adoptec1 as the By-La':Js of the Professional Ski Instructors of I\.merica, Inc. as the 13y-Lat·:s of the Association, replaCing all other previous By-La\!s, this 13th day of September ,1969. In-14-70 RESUME: Amended By-Laws of Professional Ski Instructors of America, Incorporated. The amended by-laws of P,S.I.A. as modified were submitted to the Board of Directors and membership in attendance of the I.S.I.A. meeting on October 25 and 26, 1969. These by-laws were approved at the P.S.I.A. Board meeting held in Toronto, Canada on September 13, 1969, These by-laws constitute the effective bylaws of this organization subject to a special meeting being called before January 1, 1970. The by-laws would have the following effect: L Active Members: All "certified" members of I.S.1.A. in good standing will also be required to belong to P.S.I.A. in order to maintain their membership in I.S.I.A. Registered and apprentice instructors may at their option become members of P.S.I.A. Only "fully certified" active members may wear the P.S.1.A. pin. 2, Vote: At an annual meeting of P.S.I.A., fully certified instructors shall be entitled to one vote and associate instructors shall be entitled to 1/2 vote. 3, Dues: Dues for active members for the fiscal year 1970/71 shall be $10.00. Such amount shall be due and payable by the division on July 1, 1970, and "weighted" voting power of the representative of the division on the P.S.I.A. Board shall be determined as of November 1, 1970 for subject year. Dues for registered members shall not be in excess of $10.00 per year. 4. P.S.I.A, Budget: The P.S.I.A. Budget shall be approved by the P.S.I.A. B.O.D. and the majority of the majority of the members voting at an annual meeting. 5. Action Without Meeting: The by-laws make provision for the members to have a mail vote. 6, Board of Directors: No present directors will be by-laws. Our division will be immediately entitled to the the Board of Directors of P.S.I.A. upon our ratification. ed by the I.S.I.A. Board of Directors and his term will be removed as a result of these appointment of a member on This director will be appointtwo years. 7, Voting by Board: Divisional voting strength on the Board of Directors shall be determined in relation to the number of certified instructors in each association in units of 200. 8. Implementation: As previously stated, upon your ratification, I.S.I.A. will immediately be entitled to a representative on the P.S.I.A. Board. Later, all members, both associate and fully certified, will be billed in anticipation of payment to the national office on or about July 1, 1970. The Board will then appoint or elect our representative to the P.S.I.A. Board of Directors. In conclusion, we feel that the door is now open to active participation by all ski instru-tors in the United States in their national organization; that a significant step forward may be made by the ratification of these by-laws by you. We strongly feel that such ratification will result in the realization of the true potential of P.S.I.A. Respectfully submitted, L S. 1. A. Board of Directors Date: September 15, 1969 To: Intermountain Division Coaches - Board Hembers From: Divisional Office Subject: Intermountain Division Coaches System - Coaches Mailing Coaches to receive divisional mimeographed materials such as race results and notices must be a member of the Intermountain Division and must pay dues: Fees for Coaches mailing list: 1 • Cl ub Member $3.00 Coaches Assoc. dues $4.00 (to include automati~' membershi p in the USSA coaches system) Total due $7.00 2. Non-club member $6.00 Coaches Assoc dues $4.00 (to include automatic membership in the USSA coaches system) Total due $10.00 Dues will be payable by October 31, 1969, and will be delinquent on the same date of 1970. Non payment of dues at this date will result in inactive status and names will be dropped from the coaches mailing list. Please fill in the enclosed application and return it to the Divisional office with the proper payment. INTER1'IOUNTAIN DIVISION USSA COACHES ASSOCIATION NEMBERSHIP APPLICATION Name Age Date ------------------------------------- ------------ ---------- Address -------------------------- City -------------- State ---- Zip ----- Division: Alpine ________ Nordic ______ _ Are you an instructor? ____ Certified _____ Associate ___ _ Years Teaching Experience __________ _ Coaching Experience __________ _ Name ot Organization ______________________________________ ___ Are You: Certified Referee -------------- Certified Timer ____________ _ Chief of Course Qualified Course Setter --------------- ----- Are you a member of USSA Coaches System _________ __ Card No. Are you actively coaching? ________ _ Have you attended a training camp in the past two years? ---USSA - PNSA Hhen __________________ Where ___________________ _ Do you have a current first aid card? Expiration Date Outline of Coaching or Teaching experience: Membershi p Fee: AffU iated Club Member $7.00 ____ Non Affll iated Member $10.00 ______ _ lvhat Club? _________________ _ Do you requ6st FIS Manual? - $2.50 per copy Yes No Do you request Intermountain Competitions Manual? $1.00 per copy Yes No Please return this application with your check for the appropriate membership fee to Intermountain Division - USSA, 3584 South 'vest Temple, Salt Lake Ci ty, Utah 84115. If you wish the FIS Manual or the ID - USSA Competitions Manual, include the cost with your membership fee. Ski School Director's Meeting Oct. 25, 1969 Present: Max Lundbere. Bill Briggs. Al Ellis. Jr. Bounous, Claude Jones, Woody Anderson. Alf Engen, Lou Dorenz, Glenn Evans. Lex Kuna,u, Dean Roberts, Earl Hiller, Grant Beagley. }Iel Fletcher. Bor .OJ l:1brd. Bob Parker WG.... fIr lAt.;:/( Georg Hartlemaier call the meetir,g.'to order at 4:45 pm. 1. Recap of 1Jhat happened with proposed summer meeting. Concluded it \..ras too far for most to a.ttend. Pepi Stiegler and Georg were stood up, a ~ather poor sho~-1. It is now too . late to rr.ake recommendations to the certificatidm co~ittee. , Hm.~ever,: c this . group is . encouraged by Hax to be- · cOr.1e an effective force in the organization. 'He should start now • . t- ·- --:-...-. . ---- ---- ._ . - ._- __ ;_ ._ _ r _ __ • • _ • • _ ___ .__ _ _-__ .::::.:: :;~ ~;-'~-:. - ~"-. ~ ... ' . I ' " · .... d. • ~~::7"~~::ty.:;7~ ~:j;:!-:-~i:-·.>~~-; G~.~ r-"- . 2. Georb opens di~~us~iori~ on Promotion v:ilereby rr.0:r:e people would b8come interested in . the ~~ How? . -' . . a. Attend all ski sho"J5 and get .. our !,Jroduct klo .... n as recom'.nended by the lecture:e this morning. Georg's Ski Area 1;ends hi'l1 around 10cp,J.ly. b. Jonez, a ski area operator, sugGests that area operators be educated along these lines. (Could He do this for us?) . . c. Each ski school caters to different clien~ some local,. outof state,learn to ski weekers. groups, schools, ecc. PSIA. if new b~aws are instituted and divisions join, will be eq~i1ed to handlp.overall promotion far better. (WE citill have to make our individual services kno'Wrl · thro'lgh our division.) ski (Some Also Send d. Max reDorts that Bill ~arcroft .. rants 2 min. SDOts each Heck of promotion on his TV. Must h~ve 6 p~ograms in" can in advance. ~ one needs to be resp:)ncible for taking advantage of this one.) Papers vJant articals on skiing, areas, or instruction regularly. lOO-200 .,vord articals to Leon Dean. ISlA's Publicity director. -- -. ~-\ e ;--. Glenn"'re~orts that' 'f.Vpromot1on- he . to-ok · :-ad"ar.ta::e~ of _la-z-t=year:::-!)a·id~~------. off remarkably. Best ,,yene the. Fun aspects and just skiing .. 1ith one bre~f safety tip from the ski patrol and one instruction tiD at most. Intervie,,~s were nOlgood~ f. Georg replDrts that Tours w:~re coming .. ri th instructors who .. !ere inco~petent. v:ith the cooperation of the area operator he charged them $1 for each Derson they teach. This year the tours are taking their lessons ,.!ith Georg's school. Woody points out the safety aSgects of incompetents as compared to certified instruction • . Hork .. rith patol and operator. g. Glenn has had good luck ,?romoting through sport shops certified instr'llction. H. Nax .v:ants brochures for Nov. · 6,7,8 Show. Representation of all schJoli l.\·anted. 1. Max says people wqnt to see skiing on filn~s. Georg found this true at LA • 3. Max indicate~ his approval and appreciation of Phill Jones ,,,ork•' on certifis.a~ tion last year. He also .. rants our help in this. For the present he can only recom.'T:cndt to Phil that_the-examiners remain ooen-minded and enco~age the . -.-l.eandidat·es-:; to ~rel~x ·'·3.nd be free ,3.ti'"the · exams.':""'·~~."",..----~_ 3. Alf reports that it is very difficult for Assoc. to have to ru~the·-;i;k-·'·~·-"'-- -' of losing thie much ,~hen going for Full. b. Georg recommends that skier should first be very good, then become a teacher. c. Jones dis3,?proves of the lack of critique given to candidates that f~il. d • . Max "Tants us to let hiM know what .. re as a grou,? .. rant and \.:hat \,'e want him to do. adjourned 6 pm. t,lilliam Briggs I.S.I.A. - Octob~r 26, 1969 v. AMENDED 13YLA WS OF PROFESSIONAL S~'1 INSTRUCTORS OF AMEIUCl\, INC. (A non -profit Mi nnesota Corporation) ARTICLE 1. Objects The objects for which the Association is formed shall be to promote ski instruction by professional ski instructors; handle probl<:ms of common concern to the ski teaching profession; establish and maintain the highest standards of business practices, custom and usage; promote and adv,cnce the interests of the ski teaching profession; represent and act for the ski teaching profession before divisions of government and before those public and pri','ate organizations whose work affects the ski teaching profes~3ion; prepare or ~sc;io;t in the preparation of high certification standards and technical alignment; COllduct promotional activities, including advr:rtising and pUblicity; assist 111 the development of efficiency in th<.: ski industry through technical rr:se,ll'ch; en:::~,~:e in any lawful activities which \,,cill enhance efficient and economic progre:os of the ski teaching profession and apprise the public of its scope and character; and perform such acts and 'services for the ski teaching profe.ssion as rnay be more satisfactorily performed by a group rather than by individual action. ARTICLE II. Membership Section A - Classes of J\Tembers. There shall be three classes of members in the Association, which classes shall be, respectively, (a) l\ctive j\Iember:~, (b) Registered Members and (c) Honorary Members. Section 13 - Eligibilit:v for J\Tunbership. 1. Active l\Tembers. Any individual who (a) has been "certified" by a divisional ski instructor association or organization, and (b) who is in good standing in such organization, shall be eJjgible for membership as an J\ctive Member of the Association. Only Active jllembcrs who arc classified ~lS "fully certified" shall be entitled to be issued or wear the p. S. 1. j\. pin or inSignia. 2. Registered Members. Any indiVIdual who has been cel-tified by a divisional ski instructor as,;oclation or organization, but who is in good stanelll:£! in accord with the standards of such association or organization as an apprentice or registered instructor, shall be eJjgible for membership as a Hegi'itel'cd Member of the P. S.r. A. A ssociation, at his or he l' option. 3. IIOnOral"Y l\lclTlberfi. By action of the Board of Directors, any pcrson found by the Board of ])i rectors to have rendered outstanding service to thc Association or to the advancement of ski instruction shall be eligible for recognition as an lIonorary 1\1 ember of the Association. Section C - Membership ]1!:sirni~L 1\,., the Board of Directors may from time to time make available ccrj,ull pim; or othcr insignia indicating membership, such insignia shall be available only upon such terms and conditions as are stated by the Board. ARTICLE III Divisional Associations Section A. - Divisions. The Divisional Ski Instructor Associations :dfiliated with the Professional Ski Instructors of America, Inc., hereinafter called P.S.I.A., are as follows: Certified Professional Ski Instructors of the United States Eastern Amateur Ski Association (USEASA) Central Ski Instructors Association (CSIA) Rocky Mountain Ski Instructors Association (RMSIA) Northern Rocky Mountain Ski Instructors Association (NRMSIA) Intermountain Ski Instructors Association (IMSIA) Far West Ski Instructors Association (FWSIA) Pacific Northwest Ski Instructors Association (PNSIA) Alaskan Ski Instructors Association (ASIA) Addition of other such divisional associations or modification of geographical areas of representation of existing associations shall only be by a vote of the Board of Directors at an annual m(,cting of thc membership assvmbled after prior notice to all divisional associdions. ARTICLE IV. Fiscal Year of Association :lJld Dues and Assessments and Finances Scction J\ - Fiscal Year. of each year. The fiscal year of the Association shall be July 1st S,"ction B - I\nnual Dues. Thc annual dues of Activc Members for the fiscal year -2- - - 1070/71 shall be ten dollal's ($llLOO). Due,s for the following yean; shanlw determined by the BO:lrd of Director,; in advanc(' of the YC:lr for which such dues are p:lyable. Ducs shall be a uni!'("'ln sum not in excess of rif't(,cn (]o'll:i ,'s ($15) per yeaI'. Hegistcrcd Members shall pay such dues not in (eXC('Sei of $10 per year as determined by the l30ard of Directors. Upon determination by the Board o[ Directors of annual dues [or the next year, each divisional organization comprising the Association during the year for which the dues arc determined shall be obligated to pay in advallc(, during such year on 01' be[ore June 1st, but not bt er than Novernber 1st of each year, the annual dues for such year. The voting power of a Direetor shall be determined by the number of paid-up members on and after November 1st of each year. Section C - A ssociation Expenses. (1) Budget and Finance Committee. There shall be a Committee on Budget and Finance and consisting of the Second Vice Presidcnt as Chairmcll1 and two or more additional members as are appointed by the President with the consent of the Board of Directors. This committee shall formulate a plan of budget in writing and present the same to the Divisions at least 30 days prior to the annual meeting. Such budget shall require the approval of the Board of Directors and the majority of the membership voting at an annual mecling, (2) Committee Expenses. Any PSIA committee requiring operating funds for the forthcoming fiscal year may submit such request to the l3udget and Finance Committee sh"ty (60) days prior to the annual meeting. (3) Auditing. A certified public accountant shall be appointed each year by the Board of Directors to audit and examine the Association accounts and all other financial transactions of the PSIA, and a formal written report shall be submitted thereon at the annual meeting. (4) Association Funds. Association funds shall be used exclusi\"ely ror Association expenses as determined in accord with the By-Laws. Ko onc shall incur bills without authorization of the President or in his absencc thc First Vice President for any purpose which has not been approved by the Board of Directors and mcmbership except as herein provided. Non-budgetcd expenditure, shall be limited in anyone fiscal year to a total of 20 percent of the income of the Association. Such expenditure shall be made from a contingency fund created for such purpose and monies shall be expended only upon authorization of the Board of Directors or Executive Committee. (5) Travel Expense. The reasonable travel and related expenses shall be pai d by the A ssociation for Membe rs of the Boa rd of Di rectors and offi c c rei and such committee chai rmen or mcmbers as are appointed by the Board of -3- Directors or oueh others as may be engaged in official PSlJ\ business. The Board of Directors shall estaulish such policies as will pl'()vide for uniform and equitable reimbursi ment for such expenses. (6) Bonding of Officers. Any officers having authority to execute any instrument for the payment of money may be requircd to give bond in such amount as may be required by the Board of Directors for tlw faithful discharge of such officer's dUlies. (7) Authority to Sign. All checks, notes, drafts and any other insil'uments for the payment of money shan be executed on behalf of the Association and countersigned by such officers as the Board shall from time to time authorize. An such instruments must be signed by the individuals authorizcd as agents for the Association. (8) Compensr,tion. Subject to the directions and limitations given and imposed by action of the Active Members, the Board shall fix the compensation, if any, to any Director, officer or employee of the Association; provided, however, that no Director as such or member of any committee as such, shall receive compensation for his services to the Association other than payment of expenses as detenYlined by the Board. ARTICLE V. Meetings of Members of the Association Section A - Annual Meeting. The Annual Meeting of the members of the A~sociation shall be held at such time and place in the continental United States or Canada as shall be determined by the Board of Directors of the Association. Such meeting shall ue held between the monthof March and December of each year. Section B - Other Meetings. Meetings of the members of the Association other than the Annual Meeting may be called by the Buard of Directors, the Presidcnt, or by written request of Members as hereinafter described. Upon written request for a meeting of the members sent by registered mail or delivcrecl in person to the President by One-Hundred Members setting forth the purpose or purposes for the meeting, the Association shall, within ten days after the rec('ipt of such request, give to the members of the Association notice of a meeting to be held not less than twenty nor more than forty-five days after the date 0[' such notice of the me, :ing, which notice shall state the purpose or pUl'pU~cS of the meeting. If such notice shall not be given within ten days after such deli "(' l'y or mailing of such request to the President, the membcrs so requesting the meeting may fix the time of the meeting ancl give, or cause to be givcn, notice of such meeting in the manner above stated, and the costs of the same slwll 1", a proper Association expense. -4- - - Section C - Not)cp of~1~til1f!":i' Not Ie"" tlJan :,0 (by" ]",i'ill'<: til<' elate fi:':ed for any meeting of the rnc:mbCl'Cl of the /\,';socialioll, wriU('n nolic(; of \he tim,' and place of such meeting shall he given by tIll: 1']'(;,;i<1('I1\ ()j', in cac;c of his refusal, by thc members ('ntiil,'d to call the meeting as pl'V. iekel in ,;eeli()Jl B of this Artie]e), Sueh notice shall be served upon or m:!iJcd to e::ch member. If such notice is mailed, it shall be: di reeled, posiagl' pI "Plll'Cel, to :illeh members at thdr respective addresses as tlley app"ar on the records of the Association, and notice shall be clecl1ll'd to have: been g.i \"'/1 on the date so mailed. If any meeting is adjourned to another time Ol' pbee, 30 dayCi notice shall be given to the membership. SeclionJ!_-=- Voti12E-_l~-'~()1J)en;. Each Active 1\]ember c]",;Cil:d as "fully certified" by his Division .shall be entitled to uJ1C VOle, ~lllcJ earh Acti,e J\]c'mlJer classified as "associate" by his Division shall be entitled to one-half a vc'\e, in person 01' by prox.,· duly authorizec1 in writing, on any action submiHed to .l votc of the members. Only Active Members shall be entitled to vote on any action submitted to a vote of the members of the A,;c;ociaii(ll1, but Hcgi slc'l'ed Members and Honorary Members may attend, and participate (except to vote:) at, any meeting of the members of the As,~ociation. Section E - QUOl'U!1.1_:_ To constitute a quorum at any meeting of mcm])er's of the Association, there shall be prc:'ellt in person 0,' by pro'l)' at leaSl one hundl'c'd of the then total number of Active Members. Section Ii' - Number of V~t"s n~:qui_.rcd fOl:.A(ji.'?n. In all cases e':eept where otherwise e'Cprec;sly lJr'o\'ided in these 13y-L~cws, a majority of the \'otes e:1,;t in person or by proxy by Active Members shall control on any action submitted to a vote of the members. Sectio12-G - Blls!21.'::~~s. The normal order of business at an annual me"ting shall be as dctcrminl'cl by the Boarci of Director',,;. nobel',,; Huh'S of On](',' as Revised shall govern all meetings. Any action may be taken by the mcmh'rs of the Association at such annual meeting. AHTICLE VI. Action by Mcm]wrs of the !\::sociation Wdl.~02!t ~1 Mc'ctil1f; Any action may be taken by the members of the l'lssociation \\'itlwut a meeting, except "chon with respect to changing or amending the /\rticlC's of Incorporation, as follows: (a) The Board of ])irectorCi shall determine that the p:lrticllbr action to be voted upon should be submitted to the Active TIl crnbcl':C; wi1.llUut :1 mel'lillg of the 1l1cmbel's of the Association. (b) The Pl'csid,'nt Cih:111 thereupon m:1i1 to each ]\1cmiJcr, postage 1'1'('paid, and eli rected to the address of each CillCh ]1lemllC'r as it appean; Oil til< l'CC(J!") of the As,;oeiation, a ballot twtlillg [ol1.h in full til<' reCiolution or r'l'SOllllJ<>ll.; to -5- be acted upon and a provision requesting that the completed hallot be mailed to the Executive Secretary at the address set forth on such ballot within 14 days after the date appearing thereon (which date shall be the date the ballot is mailed to such member). (c) The Executive Secretary of the ASf;ociation shall count all such ballots returned to him, properly completed, prior to the closc of business on the twenty-first day after the last day upon which such ballots were so mailed to the members and if a majority of the total number of ballots so voted and returned are in favor of such resolution or resolutions, then the action set forth in such resolution or resolutions shall be the action of the Association. ARTICLE VII. Board of Directors The government and general direction of Association affairs shall be vested in a Board of Directors which shall consist of "Full Certified" Members elected or appointed for that purpose by the divisional ski instructor associations as noted in ARTICLE III, Section A, in a ratio of one director per division. Section A - Officers, Appointment and Term. The Association shall havc a President, a First Vice President, a Second Vice President. Such officers to be eligible to serve as such officers must each be fully certified with a Division and be an Active Member of the Association. Such officers shall be elected by the incoming Board of Directors, at the Board of Directors Meeting held in conjunction with the Annual Meeting, and such officers so elected shall hold such office for a term of one year and until the successor to such office has been elected and qualified. Section B - Number, Election and Term of Office. The number of Directors which shall constitute the whole Board shall be nine. Each divisional ski instructor association as noted under ARTICLE III, Section A, shall be entitled to one "Full Certified" representative on the Board of Directors. The represenative shall either be appointed or elected by the divisional association in accord with such policy as is established by the division. The additional one member (or ninth member of the Board) shall be a Member at Large and shall be elected or designated in accordance with such policy as is adopted by the Board. The term of office of each member of the Board of Directors shall be two years or until his successor has been appointed or elected by the division, or in the case of the one at Large representative, in accord with the policy as established by the Board of Di rectors. All Di rectors shall take office at the annual meeting of the members of the Association, subject to ARTICLE Xln (present elected Directors sen'e out their terms). The provisions of this Section B with respect to the te l'ms of office of Directors are subject to the pro-visions of Section C and E of this Article. No Director shall serve more than two consecutive terms. _ -6- - The voting stren[,rth of the Board of Directors shall be divided as follows: each Director shall be entitled to a minimum of one vote and ;:tn additional vote for each 200 Active Members in the division he represents over the first 200 Full or Associate Members. The Member at Large shall be entitled to one vote. By action of the Divisionztl Board of Direetors in the case of a Divisional Representative, or in the case of a Member at Large by the PSIA Bo;:tl'd of Directors, a Director may be removed with or without cause ;:tnd in the event of such removal, the Division being represented, or the 1"SIA Board in the case of an At Large representative, shall thereupon appoint or eleet a person to fill the vacancy cre;:tted for the remainder of the term of office of the person so removed from office. Section C - Eligibility. No person shall be eligible to serve ;:tS a Director unless such person is affili;:tted with a divisional ski instructor association as a Full Certified Member and as an Active Member of the PSIA, and in good standing in both. Section D - AppOintment or Election of Directors. At least ten (10) deWS prior to the date fixed for the Annual Meeting of the members of the Association, e;:tch Division as enumerated in ARTICLE III shall submit to the Executive Secretary of the Association the name of the Director appointed or elected by such Di vision for office as a member of the Board of Directors of the Associc'ction for the forthcoming term. Such notification shall be signed by the President of the Division and co-signed by the Secr<ctary or Executive Secretary of the same. Notice of such appointment or election shall be mailed to all members of the Board of Directors of the Association and Presidents of thc Divisions by the Executive Secretary at least five (5) days prior to the d;:tte fixed for such AnnuoJ Meeting. Section E - Vacancies and Removal. The office of a Director shall beeome vacant if (a) he shall cease to be eligible to serve as a Direetor as provided in Section C of this Article, or (b) if he sh;:tll die, or (e) if he shall resign by a writing signed by him and delivered to thc President or (d) in the case of ;:t Director who is such by virtue of being an officer, he shall cease to be such an officer. By action of the Divisional Board of Directors in the case of a Divisional Representative, or in the case of a Mcmber at Large by the 1'SIA Board of Directors, a Director may be removed with or without cause and in the event of such removal, the Di vision being represented, or the PSIA Board in the case of an at Large represcntative, shall thereupon appoint or elect a person to fill the vacancy created for the remainder of the term of offiee of the person so removed from office. Section F - Quorum and Votes Hl'fJuirecl for Action. At all meetings of the Board of Directors the presence of members with voting power in exceSt; of ::)0 percent, but not less th~ll1 five or more of the Directors, shall constitute a quorum for the transaction of business, but if at any meeting of tile Board the'!''' -7- shall be less than a quorum present, a majority of the' ])i rectu]':; pn::;(:nt at a meeting thereof at which a quorum is present slnll be til" act of the BOZlnL Section G -uM<:etingr; anel ]'\otic(C Th~!~~of. fI. regubr mel'iing of the lluo.rd sho.ll be held at leZlst one ti = each y,-,ar ill o.ddition to tIl<: annual meeting, Special meetings of the Board may be called by the President and sho.ll Le called by the President upon the written request of any three or more Din'dors. Notice of the time and place of such special meetings shall be mailed to each Director at his address as shown by the records of thc Association at least fourteen (14) days prior to the time of the meeting. Notice of any meeting of the Board of Directors may be waived either before or afte I' the meeting by any Di rector or Di rectors. Section II - Action by Board Without a Meeting. Any action which may be taken by the Board in a meeting thereof may be taken by such BoZl I'd without a meeting by a writing signed by members with voting power in excess of 50 percent but not less than five members of the Board; provided, however, th:(t such action by a signcd writing sh:111 not become eHecti \'e unless :1ncl until (~,) a copy of such writing to be so signed hali been mailed, post:1ge prepaid, to each Director :1dc1ressed to him at his l:1st known address as it :1ppears on the AssoeiZltion records and (b) no Di rector, during the, ten days succeeding the date of such mailing, gives written notification to the President of the Association that such Director believes that the propos cd action set forth in such writing to bc signed should be considered at a Board of Directors meeting of the Association. Section I - Ex Officio and Additional Members. In addition to the members as stated under Section 13 of this Article, the Board of Directors may accept representatives from the following organizations as Ex Officio meml)ers without vote: United States Ski Association United States Ski Association Coaches System National Area Operators Association National Ski Patrol System United States Forest Service Ski Industries of America ARTICLE VIII. Officers of the Association Section A - Officers, A ppointment and Term. The j\ ssoclation sllall h:we a President, a First Vice President, a Second Vice Pn:sident. Such officers to be eligible to serve :1S such officers must each be fully certified with a Di\'isi"'l and be an Active Member of the Association. Such officers shall be elected by the incoming Board of Directors, at the BOZlrd of Directors Mc,cting Ill'Jd in -8- - - conjunction with tile Annual Meetjng, and such officers ~i() c](:cted shall hold such offi'ce for a term of one year anel until the sUcCC'S'iO]' to sLlch officc has been elected and qualified. In the event tlw,t the Presjdent of the Association i.'; not a member of the PSI}\. Board, or if a mcmber of the Board, shall not continue to be a dcsignated member under the terms of ARTICLE VII, Sc'ctjon 13, then by virtue of his office he shall be such a member of the Board, with full rights as such, including one vote, until the expiration of his tel'm of office or the election of his successor. The Association may also have such officers other than those above specified as the Board may deem necessary or advisable, clll of whom shall be chosen by the Board or by an officer or officers of the /\:osociatinn designated by the Board, and shall serve for such term or terms as the ]30:l I'd shall prescribe. Any officer of the }\.:lsociation other than the Prcsident, First Vice President and Second Vice President shall be subject to remov,d with or without cause, at any time by the vote of a majority of the Directors then in office. Any vacancy in office among any officers of the Association during the term of such office, however, created, by resignaiion or otherwise, shall be filled for the reminder of such term of office by the vot e of a majority of the Di rector:3 then remaining in office though less than a quorum" Section 13 - President. The President shall perform all duti es requi reel of him by these Bylaws, shall serve as a Director, shall be the chief executive officer of the Association and subject to the provisions of Law, the l\rticles of Incorporation, these Bylaws, and the directions and limitations gi ven and im posed by action of the Board and/or the members of the Association, shall have general charge and authority over the business and affairs of the A6socia",ion and shall have other duties and powers as may be given him by action of the members and/ or the Board. Unless another Director is chosen by the Board to do so, the President shall preside at all meetings of the members of the i\ssociation and of the Board. Section C - First Vice President. The First Vice President shall !wrform the duties of the President in his absence or during his disability to act 01' in case of the vacancy in office of President and shall have such otl1"r duties and pO\\-e1'5 as may be given him by action of the members and/or the Board. Section D - Second Vice President. The Second Vice President shall perform the duties of the President and Fist Vice President in the absc'nce of the Pl'C'sident or First Vice President 01' during their disability to act or in case of vacancy in the office of President and First Vice President, shall perform the duties of the First Vice President in his absence or during his disability to :let 01' in else of vacancy in the office of First Vice President am! sh;,11 h:tve such other dUtil'S and powers as may be given him by :tction of the members and/or the Do;)nl, Section E - Other Officers. Other officers shall have such dities and powel''; as may be given them by the Board. -9- ARTICLE IX. Executive Secrctary Section A - Executive Secrebry. The Executivc Secrctary shall pcrform all duties required of him or her by these Bylaws, shall have the man:Jgcment and supervision of the national office of the Association subject to these Bylaws and directions and limitations given ancl imposed by action of the members, the Board and the Presiclent ancl shall have such other duties ancl powers as may be assigned to or vestcd in him by action ofthc members and/or the Doarcl. He or she shall be employed by the Board and serve at its pleasurc. He or she shall have custody of all moneys and securities of the Association, and keep adequate and correct accounts of its receipts and disbursements, and shall submit financial statements to the Board and to meetings of members of the Association as shall be required by the Board of Directors and / or by action of the members. :Funds of the Association shall be deposited in the name of the Association in such depositories as the Board may from time to time designate. The Executive Secretary shall disburse moneys of the Association only as authorized by action of the Board of the Executive Committee in accorcl with Article IV-(CH4). The Executive Secretary shall also keep minutes and transcribe all meetings of the members of the Association, the Board, and such other committees as designated by the Board, shall have charge of the records of the Association, at such headquarters as may be designated by the Board, and shall be responsible for the dissemination and distribution of such notices, minutes, newsletters, or other communications as may be directed by the Board, and such other ancl further duties and powers as may be given him by the Board. ARTICLE X. Committees Section A - Executive Committee. The Board may create from its membership and define the powers and duties of an Executive Committee. The Committee shall consist of the President and two or more other Directors. The Committee shall have such authority as is delegated it by the Board to carryon the day-to - day business of the Association between Directors 1 Meetings. Such decisions as are made by the Executive Committee shall be in accord with the general policy as stated by the Board and subject to ratification by the Board at its neA-t meeting. Section B- Other Committees. The Board may create from among the members of the Association, and define the powers and duties of, such standing and specicd committees of the Association in addition to an Executive Committee, as the Board shall deem appropriate, the members of whichahlitional committees shall serve for such term or terms as the Board may prescribe. The President shall appoint the Chairman and members of said committees. S,'eti on C - Hules for Committees. Unless otherwise provided by the Board, a majority of tile members of any committee of the Association shall constitute a -10- - • - quoeum at any meetillg thereof, and tile act of thc majority of the members of such committee peesent at a meeting at which a quorum is prerlcnt shall be thc' act of such committee. Action may be taken by any such committee without a meeting by a weiting signcd by all its members. Subject to the provisions of these Articles and to any rules prescribed by the Board, its Chairman, or other officers, the committee shall determine its own method of procedure. Any such committee sh3.11 keep a written record of all xtion taken by it, and all such action shall be transcribed by the Association Exeeuti ve Sec retary. All action taken by such a committee shall be reported to the Board, the Committee, and the Division Presidents by mail within 30 days after such meeting has been held. Section D- Action of Committees as Action of Association. Except as to such action of the Executive Committee as is expressly 3.uthorized by these Bylaws, no action of any committee of the Association shall be the action of the Association a nd binding thereon unless such action has been cxpressly authorized or ratified by the Board. ARTICLE XI. Association Advisory Board. The Association Advisory Board shall be composed of such of the past Presidentsof the Association who served terms as Presidents and who notify the Association in writing of their desire to serve on such Board. The members of such Advisory Board as such shall be entitled to attend (but not vote at) any meetings of the Board of Directors and of the members of the Association. Such Advisory Board shall consi der and make recommcndations to the Board of Directors and officers of the Association on such subjects as the Board of Directors may from time to time refer to the Advisory Board for consi deration and recommendation. ARTICLE XII. Procedure Except as stated by these Bylaws, Roberts Rules of Order as Hevised shall govern all meetings" However, no action or procedure shall be adopted or taken which shall be coni ra1'Y to the provisions of the Minnesota Nonprofit Corporation Act. ARTICLE XIII. Implementation These Bylaws shall become effective immediately upon adoption in accord with Lhc previous Bylaws of the corporation. S"ctiol1 A - Board of Directors. Upon ratification by a divisional ski instructor -11- associations as designated under A HTICLE III, such association shall irnmediately be entitled to one rcpre:c;entative on the Board of Directors of the Association. This Director shall be in addition to the present memlJers of the Board. If three (3) di visions or more shall become entitled to representation on the Board through ratification, no clection of directors by the gelleral member,;hip shall be held in the year 1870. To the extent that more than three (3) divisi(,ns ratify these Bylaws, such excess over three shall climinir3h the number to be elected by the general membership yearly, such deduction to follow in the YClr5 1971 and 1972 in that order. Such deduction shall be against the prcsent three Directors per year for a three year term. If less than three (3) division;., shall ratify these Bylaws, such number shall be deducted from three and the difference between that figure and three per year for a three year term shall be elected by the general membership in the year 1970. No present member of the BOClcd of Directors shall be removed from office prior to the cxpiration of his officiuJ term by virtue of the adoption of these Bylaws. Upon ratification by seven (7) divisional ski instructor associations, the provisions of ARTICLE VII-B shall become effective, and the Board of Directors in accord with such policy as is established shall proceed to the de5ignation, appointment or election of one member at large on the Board of Directors in accord with such policy as is established. At this time, the election to and membership of the Board shall be solely in accord with ARTICLE VII. Section 13 - Members. Upon ratification of these Bylaws by a divisional ski instructor organization or association, all present members of the Association residing in the geographical area represented by such division must fulfill the requirements of ARTICLE II-B - (1) to remain "active members" of tile Association for the next fiscal yearo Until such time as the divisional ski instructor organization shall ratify these Bylaws, all present members of the Ar_,rwciation shall continue as members of the Association provided the requirements for maintenance of such membership are meL All such members shall be entitled to vote at any general or special meeting, in addition to the other privileges of membership. ARTICLE XIV Amendments The foregoing Bylaws may be amended, repealed or altered by: 1. A majority vote of the Board of Directors at any regular or special meeting, except a 2/3 vote shall be required to amend A rticle V -D. 2. A majority vote of the Board of Directors without notice at any special or regular meeting subject to ratification by a majol'ity vote of the membership voting in person or by mail in accord with A RTICLE VI. 3. A majority vote of the members voting at any regular or special meeting of the Association except that a 2/3 vote shall be required or the lllCJ1] be roO -12- - - to amend AHTICLE V-D (voting by members). Noticc of thc intention to propose an amendment, either at a Board of Directors' meeting or at a members' meeting shall be givell at tile time !jaicl meeting is cancd, complying with allnoticc requirements stated in thc'se Bylaws, except in the case of a mail vote under #2 abovl', in which eas<: the provisions set out hereinbefore regarding voting without a meeting shall he followed. IN WITNESS WHEREOF the foregoing Bylaws as Amended were adopted as the Bylaws of the Professional Ski Instructors of America, Inc as the Bylaws of the Association, replacing all other previous Bylaws, this __ day of , 1969. By President By Secretary The foregoing Bylaws were ratified by the below indicated Divisional Ski Instructor Associations and organizations at the date indicated: Representative: ~~-----~--~~-- Date: Intermountaill Ski Insll'uctors Association (ISlA) Date: -------- Date: ______________ _ Date: ________ _ Date: ---- Date: ________________ _ Date: ____________ ___ Date: Representative: Rocky Mountain S:~i InstructorsA~;,;ociaijon (Rl\iSL\) Representative: (NICd5JA' Northern Rocky Mountain Sk, Instructo]'s Association Representative: Certified Professional Ski Instructors of the US1;:_\SA. Repre s entati ve: Central Ski Instl'uctors Association (CSIA) Rcpres entati ve: -------:----------c Far West Ski Instructors Association (FV,-S],\) Representative: _____ _ Pacific Northwest Ski Instructors Assuci:ltlull (Pi\;:<L\ Rppresentati ve: ______ _ Alaskan Ski Instructors }\ssociatiol1 (i\Sli\) -13- I.S.I.A. - Octob~r 26, 1969 v. AMENDED BY LA WS OF PROFESSIONAL SKI INSTRUCTORS OF AMERICA, INC. (A non-profit Minnesota Corporation) • ARTICLE 1. Objects The objects for which the Association is formed shall be to promote ski instruction by professional ski instructors; handle problems of common concern to the ski teaching profession; establish and maintain the highest standards of business practices, custom and usage; promote and advance the interests of the ski teaching profession; represent and act for the ski teaching profession before divisions of government and before those public and private organizations whose work affects the ski teaching profession; prepare or assist in the preparation of high certification standards and technical alignment; conduct promotional activities, including advertising and publicity; assist in the development of efficiency in the ski industry through technical research; engage in any lawful activities which will enhance efficient and economic progress of the ski teaching profession and apprise the public of its scope and character; and perform such acts and tservices for the ski teaching profession as may be more satisfactorily performed by a group rather than by individual. action. ARTICLE II. Membership Section A - Classes of Members. There shall be three classes of members in the Association, which classes shall be, respectively, (a) Active Members, (b) Registered Members and (c) Honorary Members. Section B - Eligibility for Membership. 1. Active Members. Any individual who (a) has been "certified" by a divisional ski instructor association or organization, and (b) who is in good standing in such organization, shall be eligible for membership as an Active Member of the Association. Only Active Members who are classified as "fully certified II shall be entitled to be issued or wear the P. S. I. A. pin or insignia. 2. Registered Members. Any individual who has been certified by a divisional ski instructor association or organization, but who is in good standing in accord with the standards of such association or organization as an apprentice or registered instructor, shall be eligible for membership as a Registered Member of the P. S. 1. A. Association, at his or her option . ... -_._-. 3. Honorary Members. By action of the Board of Directors, any person found by the Board of Directors to have rendered outstanding service to the Association or to the advancement of ski instruction shall be eligible for recognition as an Honorary Member of the Association. Section C - Membership Insignia. As the Board of Directors may from time to time make available certain pins or other insignia indicating membership, such insignia shall be available only upon such terms and conditions as are stated by the Board. ARTICLE III Divisional Associations Section A. - Divisions. The Divisional Ski Instructor Associations affiliated with the Professional Ski Instructors of America, Inc., hereinafter called P. S. 1. A., are as follows: Certified Professional Ski Instructors of the United States Eastern Amateur Ski Association (USEASA) Central Ski Instructors Association (CSIA) Rocky Mountain Ski Instructors Association (RMSIA) Northern Rocky Mountain Ski Instructors Association (NRMSIA) Intermountain Ski Instructors Association (IMSIA) Far West Ski Instructors Association (FWSIA) Pacific Northwest Ski Instructors Association (PNSIA) Alaskan Ski Instructors Association (ASIA) Addition of other such divisional associations or modification of geographical areas of representation of existing associations shall only be by a vote of the Board of Directors at an annual meeting of the membership assembled after prior notice to all divisional associations. ARTICLE IV. Fiscal Year of Association and Dues and Assessments and Finances Section A - Fiscal Year. of each year. The fiscal year of the Association shall be July 1st Section B - Annual Dues. The annual dues of Active Members for the fiscal year -2- 1970/71 shall be ten dollars ($10000). Dues for the following years shall be determined by the Board of Directors in advance of the year for which such dues are payable. Dues shall be a uniform sum not in excess of fifteen dollars ($15) per year. Registered Members shall pay such dues not in excess of $10 per year as determined by the Board of Directors. Upon determination by the Board of Directors of annual dues for the next year, each divisional organization comprising the Association during the year for which the dues are determined shall be obligated to pay in advance during such year on or before June 1st, but not lat er than November 1st of each year, the annual dues for such year. The voting power of a Director shall be determined by the number of paid-up members on and after November 1st of each year. Section C - Association Expenses. (1) Budget and Finance Committee. There shall be a Committee on Budget and Finance and consisting of the Second Vice President as Chairman and two or more additional members as are appointed by the President with the consent of the Board of Directors. This committee shall formulate a plan of budget in writing and present the same to the Divisions at least 30 days prior to the annual meeting. Such budget shall require the approval of the Board of Directors and the majority of the membership voting at an annual meetingo (2) Committee Expenses. Any PSIA committee requiring operating funds for the forthcoming fiscal year may submit such request to the Budget and Finance Committee sixty (60) days prior to the annual meeting. (3) Auditing. A certified public accountant shall be appointed each year by the Board of Directors to audit and examine the Association accounts and all other financial transactions of the PSIA, and a formal written report shall be submitted thereon at the annual meeting. (4) Association Funds. Association funds shall be used exclusively for Association expenses as determined in accord with the By-Laws. No one shall incur bills without authorization of the President or in his absence the First Vice President for any purpose which has not been approved by the Board of Directors and membership except as herein provided. Non-budgeted expenditures shall be limited in anyone fiscal year to a total of 20 percent of the income of the Association. Such expenditure shall be made from a contingency fund created for such purpose and monies shall be expended only upon authorization of the Board of Directors or Executive Committee. (5) Travel Expense. The reasonable travel and related expenses shall be paid by the Association for Members of the Board of Directors and officers and such committee chairmen or members as are appointed by the Board of -3- Directors or such others as may be engaged in official PSIA business. The Board of Directors shall establish such policies as will provide for uniform and equitable reimbursement for such expenses. (6) Bonding of Officers. Any officers having authority to execute any instrument for the payment of money may be required to give bond in such amount as may be required by the Board of Directors for the faithful discharge of such officer's duties. (7) Authority to Sign. All checks, notes, drafts and any other instruments for the payment of money shall be executed on behalf of the Association and countersigned by such officers as the Board shall from time to time authorize. All such instruments must be signed by the individuals authorized as agents for the Association. (8) Compensation. Subject to the directions and limitations given and imposed by action of the Active Members, the Board shall fix the compensation, if any, to any Director, officer or employee of the Association; provided, however, that no Director as such or member of any committee as such, shall receive compensation for his services to the Association other than payment of expenses as determined by the Board. ARTICLE Vo Meetings of Members of the Association Section A - Annual Meeting. The Annual Meeting of the members of the Association shall be held at such time and place in the continental United States or Canada as shall be determined by the Board of Directors of the Association. Such meeting shall be held between the monthof March and December of each year. Section B - Other Meetings. Meetings of the members of the Association other than the Annual Meeting may be called by the Board of Directors, the President, or by written request of Members as hereinafter described. Upon written request for a meeting of the members sent by registered mail or delivered in person to the President by One-Hundred Members setting forth the purpose or purposes for the meeting, the Association shall, within ten days after the receipt of such request, give to the members of the Association notice of a meeting to be held not less than twenty nor more than forty-five days after the date of such notice of the meeting, which notice shall state the purpose or purposes of the meeting. If such notice shall not be given within ten days after such delivery or mailing of such request to the President, the members so requesting the meeting may fix the time of the meeting and give, or cause to be given, notice of such meeting in the manner above stated, and the costs of the same shall be a proper Association expense. -4- Section C - Not ice of Meetings. Not less than 30 days before the date fixed for any meeting of the members of the Association, written notice of the time and place of such meeting shall be given by the President (or, in case of his refusal, by the members entitled to call the meeting as provided in section B of this Article), Such notice shall be served upon or mailed to each member. If such notice is mailed, it shall be directed, postage prepared, to such members at their respective addresses as they appear on the records of the Association, and notice shall be deemed to have been given on the date so mailed. If any meeting is adjourned to another time or place, 30 days notice shall be given to the membership. Section D - Voting by members. Each Active Member classed as "fully certified" by his Division shall be entitled to one vote, and each Active Member classified as "associate" by his Division shall be entitled to one-half a vote, in person or by proxy duly authorized in writing, on any action submitted to a vote of the members. Only Active Members shall be entitled to vote on any action submitted to a vote of the members of the A ssociation, but Registered Members and Honorary Members may attend, and participate (except to vote) at, any meeting of the members of the Association. Section E - Quorum. To constitute a quorum at any meeting of members of the Association, there shall be present in person or by proxy at least one hundred of the then total number of Active Members. Section F-Number of Votes Required for Action. In all cases except where otherwise expressly provided in these By-Laws, a majority of the votes cast in person or by proxy by Active Members shall control on any action submitted to a vote of the members. Section G - Business. The normal order of business at an annual meeting shall be as determined by the Board of Directors. Roberts Rules of Order as Revised shall govern all meetings. Any action may be taken by the members of the Association at such annual meeting. ARTICLE VI. Action by Members of the Association \Vithout a Meeting Any action may be taken by the members of the Association without a meeting, except action with respect to changing or amending the A rticles of Incorporation, as follows: (a) The Board of Directors shall determine that the particular action to be voted upon should be submitted to the Active M embers without a meeting of the members of the Association. (b) The President shall thereupon mail to each Member, postage pre-paid, and directed to the address of each such member as it appears on the record~ of the Association, a ballot setting forth in full the resolution or resolutions to -5- ---~----~ ---~-~- be acted upon and a provision requesting that the completed ballot be mailed to the Executive Secretary at the address set forth on such ballot within 14 days after the date appearing thereon (which date shall be the date the ballot is mailed to such member). (c) The Executive Secretary of the Association shall count all such ballots returned to him, properly completed, prior to the close of business on the twenty-first day after the last day upon which such ballots were so mailed to the members and if a majority of the total number of ballots so voted and returned are in favor of such resolution or resolutions, then the action set forth in such resolution or resolutions shall be the action of the Association. ARTICLE VII. Board of Directors The government and general direction of Association affairs shall be vested in a Board of Directors which shall consist of "Full Certified" Members elected or appointed for that purpose by the divisional ski instructor associations as noted in ARTICLE III, Section A, in a ratio of one director per division. Section A - Officers, Appointment and Term. The Association shall have a President, a First Vice President, a Second Vice President. Such officers to be eligible to serve as such officers must each be fully certified with a Division and be an Active Member of the Association. Such officers shall be elected by the incoming Board of Directors, at the Board of Directors Meeting held in conjunction with the Annual Meeting, and such officers so elected shall hold such office for a term of one year and until the successor to such office has been elected and qualified. Section B - Number, Election and Term of Office. The number of Directors which shall constitute the whole Board shall be nine. Each divisional ski instructor association as noted under ARTICLE III, Section A, shall be entitled to one "Full Certified" representative on the Board of Directors. The represenative shall either be appointed or elected by the divisional association in accord with such policy as is established by the division. The additional one member (or ninth member of the Board) shall be a Member at Large and shall be elected or designated in accordance with such policy as is adopted by the Board. The term of office of each member of the Board of Directors shall be two years or until his successor has been appointed or elected by the division, or in the case of the one at Large representative, in accord with the policy as established by the Board of Directors. All Directors shall take office at the annual meeting of the members of the Association, subject to ARTICLE XIlI (present elected Directors serve out their terms). The provisions of this Section B with respect to the terms of office of Directors are subject to the pro-visions of Section C and E of this Article. No Director shall serve more than two consecutive terms. -6- The voting strength of the Board of Directors shall be divided as follows: each Director shall be entitled to a minimum of one vote and an additional vote for each 200 Active Members in the division he represents over the first 200 Full or Associate Members. The Member at Large shall be entitled to one vote. By action of the Divisional Board of Directors in the case of a Divisional Representative, or in the case of a Member at Large by the PSIA Board of Directors, a Director may be removed with or without cause and in the event of such removal, the Division being represented, or the PSIA Board in the case of an At Large representative, shall thereupon appoint or elect a person to fill the vacancy created for the remainder of the term of office of the person so removed from office. Section C - Eligibility. No person shall be eligible to serve as a Director unless such person is affiliated with a divisional ski instructor association as a Full Certified Member and as an Active Member of the PSIA, and in good standing in both. Section D - Appointment or Election of Directors. At least ten (10) days prior to the date fixed for the Annual Meeting of the members of the Association, each Division as enumerated in ARTICLE III shall submit to the Executive Secretary of the Association the name of the Director appointed or elected by such Division for office as a member of the Board of Directors of the Association for the forthcoming term. Such notification shall be signed by the President of the Division and co-signed by the Secretary or Executive Secretary of the same. Notice of such appointment or election shall be mailed to all members of the Board of Directors of the Association and Presidents of the Divisions by the Executive Secretary at least five (5) days prior to the date fixed for such Annual Meeting. Section E - Vacancies and Removal. The office of a Director shall become vacant if (a) he shall cease to be eligible to serve as a Director as provided in Section C of this Article, or (b) if he shall die, or (c) if he shall resign by a writing signed by him and delivered to the President or (d) in the case of a Director who is such by virtue of being an officer, he shall cease to be such an officer. By action of the Divisional Board of Directors in the case of a Divisional Representative, or in the case of a Member at Large by the PSIA Board of Directors, a Director may be removed with or without cause and in the event of such removal, the Division being represented, or the PSIA Board in the case of an at Large representative, shall thereupon appoint or elect a person to fill the vacancy created for the remainder of the term of office of the person so removed from office. Section F - Quorum and Votes Required for Action. At all meetings of the Board of Directors the presence of members with voting power in excess of 50 percent, but not less than five or more of the Directors, shall constitute a quorum for the transaction of business, but if at any meeting of the Board there -7- shall be less than a quorum present, a majority of the Directors present at a meeting thereof at which a quorum is present shall be the act of the Board. Section G - ~eetings and Notice Thereof. A regular meeting of the Board shall be held at least one ti me each year in addition to the annual meeting. Special meetings of the Board may be called by the President and shall be called by the President upon the written request of any three or more Directors. Notice of the time and place of such special meetings shall be mailed to each Director at his address as shown by the records of the Association at least fourteen (14) days prior to the time of the meeting. Notice of any meeting of the Board of Directors may be waived either before or after the meeting by any Director or Directors. Section If - Action by Board 'Without a Meeting. Any action which may be taken by the Board in a meeting thereof may be taken by such Board without a meeting by a writing signed by members with voting power in excess of 50 percent but not less than five members of the Board; provided, however, that such action by a signed writing shall not become effective unless and until (a) a copy of such writing to be so signed has been mailed, postage prepaid, to each Director addressed to him at his last known address as it appears on the Association records and (b) no Director, during the ten days succeeding the date of such mailing, gives written notification to the President of the Association that such Director believes that the proposed action set forth in such writing to be signed should be considered at a Board of Directors meeting of the Association. Section I - Ex Officio and Additional Members. In addition to the members as stated under Section B of this Article, the Board of Directors may accept representatives from the following organizations as Ex Officio members without vote: United States Ski Association United States Ski Association Coaches System National Area Operators Association National Ski Patrol System United States Forest Service Ski Industries of America ARTICLE VIII. Officers of the Association Section A - Officers, Appointment and Term. The Association shall have a President, a First Vice President, a Second Vice President. Such officers to be eligible to serve 3S such officers must each be fully certified with a Division and be an Active Member of the Association. Such officers shall be elected by the incoming Board of Directors, at the Board of Directors Meeting held in -8- conjunction with the Annual Meeting, and such officers so elected shall hold such office for a term of one year and until the successor to such office has been elected and qualified. In the event that the President of the Association is not a member of the PSIA Board, or if a member of the Board, shall not continue to be a designated member under the terms of A RTIC LE VII, Section B, then by virtue of his office he shall be such a member of the Board, with full rights as such, including one vote, until the expiration of his term of office or the election of his successor. The Association may also have such officers other than those above specified as the Board may deem necessary or advisable, all of whom shall be chosen by the Board or by an officer or officers of the Association designated by the Board, and shall serve for such term or terms as the Board shall prescribe. Any officer of the Association other than the President, First Vice President and Second Vice President shall be subject to removal with or without cause, at any time by the vote of a majority of the Directors then in office. Any vacancy in office among any officers of the Association during the term of such office, however, created, by resignation or otherwise, shall be filled for the reminder of such term of office by the vot e of a majority of the Directors then remaining in office though less than a quorum. Section B - President. The President shall perform all duties required of him by these Bylaws, shall serve as a Director, shall be the chief executive officer of the Association and subject to the provisions of Law, the Articles of Incorporation, these Bylaws, and the directions and limitations given and imposed by action of the Board and/ or the members of the Association, shall have general charge and authority over the business and affairs of the Association and shall have other duties and powers as may be given him by action of the members and/ or the Board. Unless another Director is chosen by the Board to do so, the President shall preside at all meetings of the members of the Association and of the Board. Section C - First Vice President. The First Vice President shall perform the duties of the President in his absence or during his disability to act or in case of the vacancy in office of President and shall have such other duties and powers as may be given him by action of the members and/or the Board. Section D - Second Vice President. The Second Vice President shall perform the duties of the President and Fist Vice President in the absence of the President or First Vice President or during their disability to act or in case of vacancy in the office of President and First Vice President, shall perform the duties of the Fi rst Vice President in his absence or during his disability to act or in case of vacancy in the office of First Vice President and shall have such other duties and powers as may be given him by action of the members and / or the Board. Section E - Other Officers. Other officers shall have such dities and powers as may be given them by the Board. -9- ARTICLE IX. Executive Secretary Section A - Executive Secretary. The Executive Secretary shall perform all duties required of him or her by these Bylaws, shall have the management and supervision of the national office of the Association subject to these Bylaws and directions and limitations given and imposed by action of the members, the Board and the President and shall have such other dilties and powers as may be assigned to or vested in him by action of the members and / or the Board. He or she shall be employed by the Board and serve at its pleasure. He or she shall have custody of all moneys and securities of the Association, and keep adequate and correct accounts of its receipts and disbursements, and shall submit financial statements to the Board and to meetings of members of the Association as shall be required by the Board of Directors and/or by action of the members. Funds of the Association shall be deposited in the name of the Association in such depositories as the Board may from time to time designate. The Executive Secretary shall disburse moneys of the Association only as authorized by action of the Board of the Executive Committee in accord with Article IV-(C)-(4). The Executive Secretary shall also keep minutes and transcribe all meetings of the members of the Association, the Board, and such other committees as designated by the Board, shall have charge of the records of the Association, at such headquarters as may be designated by the Board, and shall be responsible for the dissemination and distribution of such notices, minutes, newsletters, or other communications as may be directed by the Board, and such other and further duties and powers as may be given him by the Board. ARTICLE X. Committees Section A - Executive Committee. The Board may create from its membership and define the powers and duties of an Executive Committee. The Committee shall consist of the President and two or more other Directors. The Committee shall have such authority as is delegated it by the Board to carry on the day-to - day business of the Association between Directors I Meetings. Such decisions as are made by the Executive Committee shall be in accord with the general policy as stated by the Board and subject to ratification by the Board at its ne:A'i: meeting. Section B- Other Committees. The Board may create from among the members of the Association, and define the powers and duties of, such standing ai1d special committees of the Association in addition to an Executive Committee, as the Board shall deem appropriate, the members of whicha:lditional committees shall serve for such term or terms as the Board may prescribe. The President shall appoint the Chairman and members of said committees. Section C - Rules for Committees. Unless otherwise provided by the Board, a majority of the members of any committee of the Association shall constitute a -10- ~--------- quorum at any meeting thereof, and the act of the majority of the members of such committee present at a meeting at which a quorum is present shall be the act of such committee. Action may be taken by any such committee without a meeting by a writing signed by all its members. Subject to the provisions of these Articles and to any rules prescribed by the Board, its Chairrnan, or other officers, the committee shall determine its own method of procedure. Any such committee shall keep a written record of all action taken by it, and all such action shall be transcribed by the Association Executive Secretary. All action taken by such a committee shall be reported to the Board, the Committee, and the Division Presidents by mail within 30 days after such meeting has been held. Section D- Action of Committees as Action of Associationo Except as to such action of the Executive Committee as is expressly authorized by these Bylaws, no action of any committee of the Association shall be the action of the Association a nd binding thereon unless such action has been expressly authorized or ratified by the Board. ARTICLE XI. Association Advisory Board. The Association Advisory Board shall be composed of such of the past Presidenisof the Association who served terms as Presidents and who notify the Association in writing of their desire to serve on such Board. The members of such Advisory Board as such shall be entitled to attend (but not vote at) any meetings of the Board of Directors and of the members of the Association. Such Advisory Board shall consi der and make recommendations to the Board of Directors and officers of the Association on such subjects as the Board of Directors may from time to time refer to the Advisory Board for consi deration and recommendation. ARTICLE XII. Procedure Except as stated by these Bylaws, Roberts Rules of Order as Revised shall govern all meetings. However, no action or procedure shall be adopted or taken which shall be contrary to the provisions of the Minnesota Nonprofit Corporation Act. ARTICLE XIII. Implementation These Byla'ws shall become effective immediately upon adoption in accord with the previous Bylaws of the corporation. Section A - Board of Directors. Upon ratification by a divisional ski instructor -11- associations as designated under ARTICLE III. such association shall immediately be entitled to one representative on the Board of Directors of the Association. This Director shall be in addition to the present members of the Board. If three (3) divisions or more shall become entitled to representation on the Board through ratification. no election of directors by the general membership shall be held in the year 1970. To the extent that more than three (3) divisions ratify these Bylaws. such excess over three shall diminish the number to be elected by the general membership yearly. such deduction to follow in the years 1971 and 1972 in that order. Such deduction shall be against the present three Directors per year for a three year term. If less than three (3) divisions shall ratify these Bylaws. such number shall be deducted from three and the difference between that figure and three per year for a three year term shall be elected by the general membership in the year 1970. No present member of the Board of Directors shall be removed from offiee prior to the expiration of his official term by virtue of the adoption of these Bylaws. Upon ratification by seven (7) divisional ski instructor associations. the provisions of ARTICLE VII-B shall become effective. and the Board of Directors in accord with such policy as is established shall proceed to the designation. appointment or election of one member at large on the Board of Directors in accord with such policy as is established. At this time. the election to and membership of the Board shall be solely in accord with ARTICLE VII. Section B - Members. Upon ratification of these Bylaws by a divisional ski instructor organization or association. all present members of the Association residing in the geographical area represented by such division must fulfill the requirements of ARTICLE II-B - (1) to remain "active members" of the Association for the next fiscal year. Until such time as the divisional ski instructor organization shall ratify these Bylaws. all present members of the Association shall continue as members of the Association provided the requirements for maintenance of such membership are met. All such members shall be entitled to vote at any general or special meeting. in addition to the other privileges of membership. ARTICLE XIV Amendments The foregoing Bylaws may be amended. repealed or altered by: 1. A majority vote of the Board of Directors at any regular or special meeting. except a 2/3 vote shall be required to amend Article V -D. 2. A majority vote of the Board of Directors without notice at any special or regular meeting subject to ratification by a majority vote of the membership voting in person or by mail in accord with ARTICLE VI. 3. A majority vote of the members voting at any regular or special meeting of the Association except that a 2/3 vote shall be required of the members -12- to amend ARTICLE V-D (voting by members). Notice of the intention to propose an amendment, either at a Board of Directors I meeting or at a members I meeting shall be given at the time said meeting is called, complying with all notice requirements stated in these Bylaws, except in the case of a mail vote under #2 above, in which case the provisions set out hereinbefore regarding voting without a meeting shall be followed. IN WITNESS WHEREOF the foregoing Bylaws as Amended were adopted as the Bylaws of the Professional Ski Instructors of America, Inc. as the Bylaws of the Association, replacing all other previous Bylaws, this day of , 1969. By President By Secretary The foregoing Bylaws were ratified by the below indicated Divisional Ski Instructor Associations and organizations at the date indicated: Representative: __________________________ ~ Date: Intermountain Ski Instructors Association (ISlA) Representative: _________________ - Date: ----------------- Rocky Mountain Ski InstructorsAssociation (RMSIA) Representative: (NRMSIA) Date: --------------- Northern Rocky Mountain Ski Instructors Association Date: --------------- CReerptriefiseedn tPatriovfee:s s-i-o-n-a-l -S-ki- I-n-s-tr-u-c-to-r-s- o-f- t-h-e -USEASA. Representative: Date: ------ Central Ski Instructors Association (CSIA) Representative: ___________________ _ Date: ----------------- Far West Ski Instructors Association (FWSIA) Representative: ---------------------- Date: ---------------- Pacific Northwest Ski Instructors Associ::ltion (PNSIA) Date: Representative: ______________ ~----~ __ ------------- Alaskan Ski Instructors Association (ASIA) -13- BY-LAWS OF Approved October 26, 1969 Board of Directors Meeting Park City, Utah INTERMOUNTAIN SKI INSTRUCTORS ASSOCIATION SECTION I. The direction and control and government of this corporation and of the entire business affairs of the corporation, and the management and disposal of its properties, interests and activities, shall be vested in a Governing Board composed of fifteen (15) members,as provided for in the Articles of Incorporation. Members of the Board shall be elected for a term of three (3) years and until their successor is elected and qualified and shall be eligible for re-election. In case of a vacancy from any cause the person elected to fill such vacancy shall hold office for the unexpired portion of such term. Fifty per cent plus one (1) member of the Board shall constitute a quorum for any regular or special meeting of the Board. Any member of this corporation, a Certified Ski Instructor or Associate Ski Instructor, in good standing, shall be eligible and qualified to become a member of the Governing Board providing that not more than twenty-five (25) per cent of the members of the Board include Associate Ski Instructors at anyone time. Vacancies in the Governing Board occurring between annual meetings shall be filled by a vote of the majority of the Board members, in special meeting called for that purpose, or by mail ballot, as the remaiming Trustees shall determine. The majority of votes cast in any election shall constitute a choice. In the event of a tie, the vote of the President shall decide. SECTION II. The officers of the corporation and the Governing Board shall consist of a President, a Vice President, a Secretary and a Treasurer. All officers shall be elected by the Board and shall hold their offices for one year and until their successors are elected and qualified. Officers may, but need not be, members of the Board. Vacancies shall be filled by majority vote of the Board, in regular or special meeting or by mail ballot. The Office of President shall be limited to three consecutive one-year terms and the outgoing President shall become President emeritus for a period of one year following his termination as President. The president shall preside at all meetings of the corporation or of the Board; and shall have the usual powers of such office; in the absence of the President, the Vice President shall preside at such meetings. The Secretary shall issue notices of meetings; he shall transact such part of the correspondence relating to the corporation and the Board, and to his duties as Secretary, and shall perform such other duties, as the Board may direct. He shall, jointly with the President or with Vice President, execute all contracts and other instruments on behalf of the corporation whenever authorized to do so by the Governing Board. The Treasurer shall, subject to the approval of the Board, receive, collect and have custody of all funds and evidences of property belonging to the corporation; he shall pay all bills or accounts as ordered by the Board; he shall keep all monies and securities in his charge in banks or trust companies to be approved by the Board. If the Board shall so direct, he shall post a bond in such sum and with such sureties as the Board may, from time to time, order; and the-premium on such bond shall be an expense· -of tfie corpora tion. --------- --- ---- By-Laws Page 2 SECTION III. The Governing Board shall have full power and authority to take, hold and administer all funds, properties, securities, materials or objects that may, at any time, be given, paid, devised, bequeathed, transferred, contributed, or in any manner entrusted to the corporation, any manner and to any extent, for the purposes of the corporation. Also to appoint such officers, agents and employees as it may deem necessary or convenient to carryon the affairs of the corporation, with such powers, and such salaries or other remuneration, as the Board may deem proper. Also to adopt By-Laws, and from time to time amend the same as hereinafter provided in Section 13, and otherwise to adopt and prescribe such rules and regulations as it may deem necessary or convenient. Also to deal with and expend, the income of the corporation in such manner and for such objects, as, in its judgment, will best promote the interests of the corporation. SECTION IV. There shall be an Executive Committee, composed of seven (7) persons, who shall be either officers or members of the Governing Board. Such Executive Committee shall be elected annually by the Board; and its members shall hold office for one year and/or until their successors are elected and qualified. Vacancies shall be filled by majority vote of the Board. Five members of the Executive Committee shall constitute a quorum. The Executive Committee shall, unless otherwise provided by the Board, have power in the interim between meetings of the Board, to exercise all of the powers of the Governing Board except: (a) to adopt or amend By-Laws, (b) to amend the Articles of Incorporation, (c) to fill vacancies in the Board, in the Executive Committee or any office referred to in Section 2, (d) those powers and authorities prohibited from being eX(~~cised by committees as provided by law. There shaLl be standing committees as follows: (l) (2 ) (3) (4 ) (5) (6) (7) Certification-Examination Publicity Committee By-Laws Committee Committee (8) Ski School Directors Committee Racing and Coaching Committee Ethics Committee Budget and Finance Committee (9) (10 ) (ll) (12) (13) (14) Historical Committee Credentials Committee Technical Coordinating Committee Demonstration Team Committee Newsletter Committee Clinic Committee Awards Committee '~ere may be such ~mbers in annual tee shall consist least one of whom ~ ~---~ --, - - ---~-- other standing or special committees as the Board or the meeting may, from time to time direct. Each such commitof at least three (3) members of the corporation, at shall be either an officer or a member of the Board. SECTION V. The corporation shall have the power, and it shall be its duty to organize, put into operation, administer and supervise a system for the certification and examination of ski instructors. Such system sh~ll,be, . administered by or under the direction of the Governing Board. The Board shall keep itself informed as to the subject of such system, and, from time to time, propose ~ such changes therein as it may deem-desirable better to accomplish its purpose. From time to time, the Certification Committee shall report to the members on the operation of the system and they shall, in any event, make such reports to each annual meeting of the corporation. The Certification Committee shall, from time to time, appoint to a joint examining board, such number of examiners as may be mutually agreed upon between the President and the Chairman of the Certification Committee of the Intermountain Ski Instructors Association, or of any other instructor division approved by the P.S.I.A. --------- .. -~--~- --~ ---~~ By-Laws Page 3 No examiner shall use, or permit the use of, the fact that he is, or has been appointed, in connection with the advertising or publicity of his ski school or in connection with the advertising or publicity of any merchandise or service whatsoever. It is understood that the decision of the examiners appointed as herein provided by the Board shall be final with reference to any certificationj and that the certificates issued pursuant thereto will be granted and issued by authority of the Intermountain Ski Instructors Association. The corporation shall have the power to own, operate, manage or conduct schools for the training and instruction of ski instructors. SECTION VI. The Governing Board shall meet annually at the place specified for the annual meeting of the corporation and within two days following the adjournment of such meeting of the corporation. The governing board shall elect officers and transact such other business as may come before the meeting. No notice of such annual meeting need be given. The Board may, by resolution, appoint the time and place for holding regular meetings of the Boardj and such meetings shall thereupon be held at the time and place so appointed without the giving of any notice with regard thereto. I Special meetings of the Board shall be held whenever called by the Presi-dent or requesteaby a.ny t.hree\3) Tru'stees. Notice o:f such speciaTmeeting shall be delivered personally, or sent by mail or telegraph, not less than five (5) days before the day on which the meeting is to be heldj but notice need not be given if waived by the Trustee in writing, nor if he be present at the meeting. SECTION VII. The fiscal year of this corporation shall commence on the 1st day of July in each year. No expenditure shall be made except by virtue of the authority of the Board or the Executive Committeej and no contract executed by any officer shall be valid or binding upon the corporation unless authorized or ratified by the Board or by the Executive Committee. SECTION VIII. There shall be two (2) classes of voting members of this corporation and two (2) classes of non-voting members: VOTING (a) Certified Ski Instructors (b) Associate Ski Instructors NON-VOTING (a) Retired members (b) Honorary members Provided that only Certified Ski Instructors shall be entitled to hold office of President or Vice President, but both Certified Ski Instructors and Associate Ski Instructors shall be entitled to vote. Certified Ski Instructors who have taught a minimum of twenty (20) hours in anyone ski season may be members in good standing providing they have also paid the current dues. |