AMENDED AND RESTATED BY-LAWS OF THE EASTERN FREESTYLE COMPETITION COMMITTEE, INC. ARTICLE I NAME, NON-PROFIT STATUS, AND CORPORATE SEAL

Transcription

1 AMENDED AND RESTATED BY-LAWS OF THE EASTERN FREESTYLE COMPETITION COMMITTEE, INC. ARTICLE I NAME, NON-PROFIT STATUS, AND CORPORATE SEAL Section 1. The name of this organization is The Eastern Freestyle Competition Committee, Inc., (hereinafter EFCC ), and it shall be recognized as an affiliated entity by the United States Ski & Snowboard Association ( USSA ), the National Governing Body, recognized by the United States Olympic Committee and International Ski Federation, as the governing body for skiing and snowboarding the United States. ARTICLE II VISION, MISSION AND OBJECTIVES Section 1. The vision of EFCC is to support USSA s vision of making the United States of America the best in the world in Olympic skiing and snowboarding. The mission of EFCC is to support the mission, vision and values of USSA by organizing and facilitating ski and snowboard competitions in the eastern United States. Section 2. The objectives through which EFCC shall accomplish its mission shall include the following: (a) Disseminating education, training, and supporting USSA members in their goal to achieve sustained success in all levels of ski and snowboard competition; and by helping members to use ski and snowboard competition to develop to their highest athletic and personal potential; (b) Achieving and maintaining long-term financial stability; (c) Administering and coordinating programs which provide competitive opportunities in skiing and snowboarding and establishing a clear path for athletic progression for USSA members; (d) Establishing a race calendar and entry criteria for those races consistent with USSA, USOC and FIS rules; (e) Establishing local rules and policies consistent with USSA rules and policies that facilitate excellence in competition and athletic development;

2 (f) Fostering and encouraging interest and participation in USSA sanctioned skiing and snowboarding; (g) Assisting the USSA Freestyle/Freeskiing Sport Committee in the implementation of its mission to make recommendations to the USSA Board and implementing the directives of the USSA Board; (h) Disseminating SafeSport and Anti-doping resources at the request of USSA; and (i) Such other activities consistent with the foregoing to accomplish the objectives set forth herein. ARTICLE III MEMBERS Section 1. Membership. EFCC shall have members, who shall be members of USSA and who shall meet such other qualifications as established by the Board of Directors. Members of EFCC shall not be members for any purposes of the New York Not-for-Profit Corporation Law and shall only be entitled to the participation rights set forth herein. EFCC shall be a non-profit organization open to all regardless of race, creed, color, or sex, and who pay such membership fees as the USSA Board shall approve from time to time. Section 2. Meetings. Members shall be entitled to meet as frequently as desired, but in no event less than two (2) times per year. Meetings may be held at such place, date and time as determined by the Board or the Executive Director. Meetings of the members shall follow the practices and procedures set forth in the EFCC Policies and Procedures Manual. Section 3. Notice of the Meetings. Written notice of the place, date and hour of any meeting shall be given to each member by mailing the notice by first class mail, postage prepaid, by or by personal delivery, not less than five (5) nor more than fifty (50) days before the date of the meeting. ARTICLE IV BOARD OF DIRECTORS Section 1. Powers and Number. The Board of Directors shall be responsible for the general management and supervision of the affairs of EFCC. The Chair of the Board, who shall be chosen from among the members of the Board, shall preside over all Board meetings. The number of directors constituting the entire Board shall be an odd number, but in no event shall the entire Board consist of less than three (3) directors. Each Director shall be at least eighteen (18) years of age (athlete representatives must be at least 16 years of age) and shall be a member in good

3 standing of the USSA. The Executive Director shall be an ex-officio member of the Board with no vote. Section 2. Election and Term of Office. The Directors shall be elected to hold office for two (2) year terms, and may be elected to no more than three (3) consecutive terms; provided, however, that any Director elected to fill an unexpired term (whether resulting from the death, resignation or removal or created by an increase in the number of Directors) shall hold office until the next election of Directors. After a Director has served the maximum six (6) consecutive years, that Director must not serve for one (1) year as a Director, after which such Director may be eligible for election for up to three (3) consecutive succeeding terms of two (2) years each. Directors shall be elected at the annual meeting of Board by a plurality of the votes cast. Section 3. Newly Created Directorships and Vacancies. Newly created directorships and vacancies among the directors for any reason may be filled by vote of a majority of the Directors then in office, regardless of their number, and the Directors so elected shall serve until the next annual meeting of the Board. Section 4. Resignations. Any Director may resign from office at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chair. The acceptance of a resignation by the Board of Directors shall not be necessary to make it effective, but no resignations shall discharge any accrued obligation or duty of a Director. Section 5. Removal. Any Director may be removed at any time with cause by a majority of the Board of Directors then in office at any special meeting of the Board called for that purpose, provided that at least one (1) weeks notice of the proposed action shall have been given to the entire Board of Directors then in office. Section 6. Meetings. Meetings of the Board may be held at any place within or without the State of New York as the Board may from time-to-time fix, or as shall be specified in the notice or waivers of notice thereof. The annual meeting of the Board of Directors in each year shall be held in the month of October or at any other time as determined by the Board. Regular meetings of the Board shall be held no less than one (1) time during the year. Special meetings of the Board shall be held whenever called by the Chair or upon written request of at least one-fifth (1/5) of the entire Board, in each case at such time and place as shall be fixed by the person or persons calling the meeting. All meetings of the Board shall be open to attendance by any interested member in good standing of the USSA, except that the Board may conduct appropriate business in closed executive sessions for sensitive legal/personnel issues in accordance with applicable law. The Board shall provide a reasonable opportunity during the annual meeting of members for members to comment upon the actions and policies of the Board.

4 Section 7. Quorum and Voting. Unless a greater proportion is required by law, a majority of the entire Board shall constitute a quorum for the transaction of business or any specified item of business. Except as otherwise provided by law or these By-Laws, the vote of a majority of the directors present at the time shall be the act of the Board. If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained. Each Director shall have one (1) vote regardless of how many offices that person may hold, and voting by proxy shall not be permitted. Every member of the Board shall be entitled to vote in person on Board business unless the member is designated as a non-voting ex officio member or is ineligible under USSA s or EFCC s conflict of interest policies. Section 8. Action by the Board. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing or by to the adoption of a resolution authorizing the action. The resolution and the consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. Any one (1) or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone, videoconference or similar communications equipment by means of which all persons participating in the meeting can hear such other at the same time and each person can participate in all matters before the Board or committee, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken to the Board or committee. Participation by such means shall constitute presence in person at a meeting. Section 9. Notice of Meeting. Notice of the time and place of each regular or special meeting of the Board, together with a written agenda stating all matters upon which action is proposed to be taken and, to the extent possible, copies of all documents on which action is proposed to be taken, shall be mailed to each director, postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in a written request filed with the Secretary), or sent by , at least seven (7) days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by or given personally or by telephone, no less than forty-eight (48) hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight (48) hours. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. No notice need be given of any adjourned meeting. Section 10. Compensation. No compensation shall be paid to Directors in their capacity as such. Reasonable compensation may be paid to any individual or organization as permitted by applicable law. OFFICERS, EMPLOYEES, AND AGENTS

5 Section 1. Number and Qualifications. The Officers of EFCC shall be an Executive Director, a Secretary a Treasurer and such other officers, if any, as the Board of Directors may from time to time appoint. One person may hold more than one office except that no one person may hold the offices of Executive Director and Secretary. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity. To the full extent allowed by law, the Board of Directors may delegate to any officer or agent any powers possessed by the Board of Directors and may prescribe their respective title, terms of office, authorities and duties. Section 2. Election and Term of Office. The officers of EFCC shall be elected at the first regular or special meeting of the Board of Directors held immediately following the annual meeting of the Board. Each such officer shall hold office until the close of the election of officers at the annual meeting next held after his or her election or until a successor shall have been elected and shall qualify, or until the death, resignation or removal of such officer, whichever is earlier. Section 3. Removal. Any officer of EFCC may be removed with or without cause by a vote of the majority of the entire Board of Directors. Section 4. Vacancies. In the event of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Board of Directors. Section 5. Executive Director: Powers and Duties. The Executive Director shall be responsible for writing and approving job descriptions, employing agents and/or staff, fixing terms of service and compensation, and periodically reviewing the performance of paid professional staff, contractors and vendors of EFCC. The Executive Director shall specifically have the authority to enter into binding agreements on behalf of EFCC, borrow funds on behalf of EFCC, commit the resources of EFCC as necessary, and propose budgets and establish financial controls, subject to the direction and supervision of the Treasurer and the Board. The Executive Director shall represent the USSA Eastern Division of Freestyle/Freeskiing as the Chair of the Division, and shall serve on the Board of Directors ex-officio without voting rights. The Executive Director shall have such other duties as determined by the Board from time to time, and shall be subject to oversight and frequent performance reviews by the Board. Section 7. Secretary: Powers and Duties. The Secretary, or his or her designee(s), shall keep the minutes of the annual meeting and all meetings of the Board of Directors in books provided for that purpose. He or she shall be responsible for the giving and serving of all notices of EFCC and shall perform all the duties customarily incident to the office of the Secretary, subject to the control of the Board of Directors,

6 and shall perform such other duties as shall from time to time be assigned by the Board of Directors. Section 8. Treasurer: Powers and Duties. The Treasurer, or his or her designee(s), shall keep or cause to be kept full and accurate accounts of receipts and disbursements of EFCC, and shall deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable documents of EFCC in the name and to the credit of EFCC in such banks or depositories as the Board of Directors may designate. At the annual meeting of the Board of Directors and whenever else required by the Board of Directors, he or she shall render a statement of EFCC s accounts. He or she shall at all reasonable times exhibit EFCC s books and accounts to any officer or director of EFCC and shall perform all duties incident to the position of Treasurer subject to the control of the Board of Directors, and shall when required, give such security for the faithful performance of his or her duties as the Board of Directors may determine. Section 9. Compensation. Any officer, employee or agent of EFCC is authorized to receive a reasonable salary or other reasonable compensation for services rendered to EFCC when authorized by a majority of the Board of Directors, and only when so authorized. Section 1. Committees of the Board. ARTICLE VI COMMITTEES The Board may, by resolution adopted by a majority of the entire Board, establish and appoint an executive and other committees of the Board. The Chair of the Board of Directors shall appoint the chairperson of each committee. Each committee so appointed shall consist of three (3) or more directors and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters: (a) the filling of vacancies on the Board or on any committee; (b) the amendment or repeal of the By-Laws or the adoption of the new By- Laws; (c) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable; (d) the fixing of compensation of directors for serving on the Board of any committee. Section 2. Committees of the Corporation.

7 The Board may create committees of the corporation. Committees created by the Board shall be appointed by the Chair of the Board of Directors with the consent of the Board. Committees of the Corporation shall in no event have the authority to bind the Board. Section 3. Nomination Screening Committee. The Board shall form, from among the membership, a Nomination Screening Committee. a) The Nomination Screening Committee shall be comprised of members of the Board and EFCC representing a cross-section of backgrounds, selected by the Board Chairman. The committee as a minimum shall include: a. Judges subcommittee chair, EFCC b. TD subcommittee chair, EFCC c. Board member d. Eligible athlete representative b) The Nomination Screening Committee shall review each nominee to the Board to determine his/her ability to provide effective representation and leadership on the Board, including such things as whether such nominee appears to maintain as a principal focus the well-being of the EFCC generally rather than any particular interest or issue; and whether he/she possesses the requisite understanding of competitive skiing and snowboarding generally, corporate operations or other matters necessary to provide effective representation on the Board. c) The Nomination Screening Committee may also be used to assist the Board in appointing any committees created by the Board or which the Board is required to fill under these bylaws. d) For each nomination it considers, the Nomination Screening Committee shall forward to the full Board a recommendation that the nomination either be accepted or rejected, along with any appropriate explanation for its recommendation at least twenty-one (21) days in advance of a vote. The Board shall not be bound by recommendations of the Committee. The Board generally should accept a nomination absent reasonable grounds for rejecting the nomination. e) The Nomination Screening Committee shall be a permanent standing committee.

8 ARTICLE V ARTICLE VII GRIEVANCES, SUSPENSIONS AND APPEALS Section 1. Grievances. Every member of EFCC shall have the right to pursue written grievances concerning actions by the Board, any of its committees, or any of their members acting in their official capacities in accordance with the procedures set forth below: (a) A grievance shall be defined as an allegation by a member that the Board, any officer, or any of its committees, while acting in an official capacity, has violated these bylaws or has failed to discharge its obligations under the USSA Bylaws, USOC Bylaws or the Ted Stevens Olympic and Amateur Sports Act. (b) A complainant may initiate the grievance process by filing a written complaint with the Board of Directors or any committee designated to receive such written complaints. The Complaint shall include the following: a. The identity of the complainant; b. The identity of the Board member(s), officer(s), or committee(s) of EFCC against whom the grievance is directed; c. A short and plain statement of the facts giving rise to the grievance, including the action at issue, Bylaws or official written policies or procedures adopted by the Board which are alleged to have been violated by the action, the parties involved in the action, the harm to the complainant as a result of such action, and the relief sought; d. The signature of the complainant (and the signature of his/her parent or legal guardian if he/she is under eighteen (18) years of age); and e. Any reasonable filing fee adopted in advance by the Board. (c) Within ten (10) days of receiving the Complaint, the Board shall refer the matter to USSA for disposition pursuant to Article IX of the USSA Bylaws. ARTICLE VIII CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS Section 1. Checks, Notes and Contracts.

9 The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of EFCC and shall determine who shall be authorized in EFCC s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents. Section 2. Investments. The funds of EFCC may be retained in whole or in part in cash or be invested and reinvested from time-to-time in such property, real, personal or otherwise including stocks, bonds or other securities, as the Board of Directors may deem desirable. ARTICLE IX USSA, USOC AND FIS COMPLIANCE Section 1. In compliance with the requirements of the FIS and USOC, the provisions of the Ted Stevens Olympic and Amateur Sports Act of 1998, and the USSA Bylaws, EFCC shall: (a) keep membership open to all individuals who are amateur athletes, coaches, trainers, managers, officials, and administrators in skiing and snowboarding; (b) provide an equal opportunity to amateur athletes, coaches, trainers, managers, administrators, and officials to participate in amateur athletic competition, without discrimination on the basis of race, color, religion, age, sex, or national origin, and with fair notice and opportunity for a hearing before declaring any such individual ineligible to participate; (c) ensure that its Board of Directors and any other committees with governance responsibilities are composed of members selected without regard to race, color, religion, national origin, or sex; (d) ensure that its Board of Directors and any other committees with governance responsibilities include membership and voting strength of eligible athletes to be not less than twenty percent (20%). Athlete eligibility shall be defined as those individuals who have held a USSA competitor license and have competed in USSA competition (non-masters level) within the past 10 years. (e) provide procedures for the prompt and equitable resolution of grievances of its members; (f) submit to binding arbitration, conducted in accordance with the commercial rules of the American Arbitration Association, in any controversy involving (i) the recognition of the USSA as an NGB with respect to any component or discipline of skiing or snowboarding, or (ii) the opportunity of any amateur athlete, coach, trainer, manager, administrator or official to participate in amateur athletic competition; and (g) provide USSA access to EFCC books and records in order to permit USSA to ensure compliance with the above.

10 ARTICLE X CONFLICT OF INTEREST AND ETHICAL PRACTICES The Board shall adopt USSA s code of conduct and USSA s conflict of interest and ethics policies. Section 1. Office. ARTICLE XI OFFICE AND BOOKS The Office of EFCC shall be located at such place as the Board of Directors may from time to time determine. Section 2. Books. There shall be kept at the office of EFCC correct books of account of the activities and transactions of EFCC including a minute book, which shall contain a copy of the certificate of incorporation, a copy of these By-Laws, and all minutes of meetings of the members and of the Board of Directors. ARTICLE XII FISCAL YEAR The fiscal year of EFCC shall be determined by the Board of Directors. ARTICLE XIII INDEMNIFICATION EFCC may, to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures of the New York Not-for-Profit Corporation Law and any amendments thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she, his or her testator or intestate was a director or officer, of EFCC, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys fees. ARTICLE XIV AMENDMENTS These By-Laws may be amended or repealed by the affirmative vote of a majority of the entire Board at any meeting of the Board of Directors, provided notice of the proposed alteration has been included in the notice of the meeting. Any amendment of these By-laws shall become effective forty-five (45) days from the date of approval by the Board of EFCC and by the USSA Board.