ARTICLES OF ASSOCIATION
OF
CHAMPLAIN VALLEY SKATING CLUB. INC.
(A Vermont Non-Profit Corporation)
(Revised in Whole May 2004)
I, the undersigned, being the sole incorporator hereinafter named, and for the purpose of forming a corporation pursuant to the Vermont Non-Profit Corporation Act, do hereby certify as follows:
- The name of the corporation shall be Champlain Valley Skating Club, Inc., a public benefit corporation.
- The period of duration of the corporation shall be perpetual.
- The purpose of the corporation is to engage in those scientific, educational, athletic, and charitable acts or activities for which corporations may be organized in accordance with the provisions of Section 2351 of the Vermont Non-Profit Corporation Act, as amended, provided that the corporation shall not engage in any acts or activities which would prevent the corporation from qualifying or continuing its qualification, as the case may be, as an organization exempt from taxation pursuant to Sections 501(a) and 501(c) of the Internal Revenue Code of 1986, as amended, including, but not limited to the following:
(a) Receiving and administering funds for educational and charitable purposes for the public welfare, including, but not limited to, educational and charitable purposes relating to the participation of Children and Adults in the sport of Ice Skating.
(b) Receiving, holding (absolutely or in trust) and managing any property, real, personal or mixed, acquired by bequest, devise, gift, purchase or loan; and
(c) Receiving reimbursement and compensation for the benefit of the corporation's charitable and educational purposes for services performed by the corporation; and
(d) Generally, to do and perform such other acts as may be necessary, advisable, proper or incidental in the realization of the objectives and purposes of this organization, and to carry out the general policies of U.S. Figure Skating, which is the reigning body governing amateur figure skating in the United States of America.
4. The address of the corporation's initial registered office shall be
P.O. Box 3212,
Burlington, Vt. 05401
And the name and address of the agent of the corporation is:
Whit Smith, Esq.
29 Pine Street
Burlington, VT. 05401
5. The corporation shall have such classes of members, and the manner of election or appointment and the qualifications and rights thereof by each class, as shall be set forth in the By-laws of the corporation.
6. The corporation shall not have, nor shall it issue any shares of stock.
7. The assets of the corporation shall be used solely for the purposes set forth in these
Articles of Association, and for no other purpose, until the corporation shall be dissolved.
8. No dividend shall be paid and no part of the income or profit of the corporation shall be distributed or inured to the benefit of, directly or indirectly, any officer or director of the corporation; provided, however, that the corporation may pay compensation in a reasonable amount to any director or officer for services actually rendered to or on behalf of the Corporation.
9. No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation. No part of the activities of the corporation shall consist of participating, or intervening, in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
10. The number of directors constituting the Board of Directors shall be determined pursuant to the corporation's By-laws, but shall not be less than three. The names and addresses of the persons who are to serve as the initial Directors are:
John Benoit,14 Hope St.
Burlington, Vt. 05401
Robin E. Dayman,18 Meridian St.
Burlington, Vt. 05401
Peter Gustafson, 40 South Hill Dr.
Essex Jct., Vt. 05452
Elaine LaVigne, Woodbury Rd.
Burlington, Vt. 05401
11. In the event of dissolution, all of the remaining assets and property of the corporation shall, after payment of necessary expenses thereof, be distributed to such organizations as shall qualify under Section 50I(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government or State or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of Vermont.
12. The name and address of the sole incorporator of the corporation is Robin Dayman, 18 Meridian St., Burlington, VT 05401.
13. Notwithstanding any other provisions of these articles, the corporation is organized exclusively for one or more of the purposes as specified in Section 50I(c)(3) of the I R C of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under I R C Section 501 (c)(3) or corresponding provisions of any subsequent tax laws.
IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed this day of 1994.
C:\Documents and Settings\Taka Ashikaga\My Documents\Pamela\CVSC\CVSC Documents (7-2004)\CVSC BYLAWS Folder\CVSC Bylaws Revised in whole May 2004 + CVSC Comflict Resolution Policy F.doc
CHAMPLAIN VALLEY SKATING CLUB, INC.
BY-LAWS
(Revised in Whole May, 2004)
Article I
Name and Powers
Section 1.1. Name. The name of this Corporation shall be Champlain Valley Skating Club, Inc. (the Club).
Section 1.2. Powers. The Corporation may hold property, real and personal, incidental to the carrying out of its purposes and subject to established legal requirements.
Article II
General Purpose
Section 2.1. General Purpose. The general purpose of this Corporation is to maintain, administer, and operate an amateur Ice Skating organization in the Greater Burlington, Vt. area, and to carry out the general policies of U.S. Figure Skating.
Section 2.2. Distribution of Net Proceeds. The Corporation shall use all of the Net Proceeds (as the term is defined in Section 6.4 hereof) to further the general purpose stated above.
Article III
Membership
Section 3.1. Membership. The members of the Corporation shall consist of all parents (or other guardians) of the children not of legal majority, skating and non-skating adults participating in the instructional, competitive, and general skating programs administered and operated by the Corporation. The term “participating”, as used in this Section 3.1, shall mean taking part in, or competing in a regional, national, or international competition or exchange, participating in club activities including but not limited to skating on CVSC ice, taking lessons from the Associations' staff of Independent Professionals.
Section 3.11. Voting Membership. Each member of attained legal age (18), family unit (parents or guardian of skater(s) not of legal majority) and Professionals who designate C.V.S.C. as their home club, shall be entitled to one (1) vote on issues brought before the general membership for vote.
Section 3.12. U.S.Figure Skating Membership. All persons participating in any “on ice” activities shall be required to hold Current membership with the United States Figure Skating Association, or other skating associations at the discretion of the Board.
Section 3.2. Annual Meetings. The annual meeting of the members of the Corporation shall be held on such date as designated by the president in his/her discretion.
Section 3.3. Special Meetings. A special meeting of the members shall be called by the President or by the Board of Directors at any time and shall be so called by the President as soon as practicable upon request in writing of one-third of all the members.
Section 3.4. Notice of Meetings. Notices of every meeting of the membership, or of the
Board of Directors, stating the time, date and place shall be posted on the club bulletin board three days prior to the day of the meeting. Special meeting notices shall be posted on the club bulletin board listing the purpose of said meeting; and shall be delivered to the membership not less than three days prior to the meeting.
Article IV
Board of Directors
Section 4.1. Management. The property and business of the Corporation shall be managed by a Board of Directors.
Section 4.2 Terms and Qualifications of Directors. The Board of Director shall consist of at least 3 but not more than 9 Directors, all of who shall reside in the State of Vermont. Each Director shall be elected to a term of three years. All Directors must be current US Figure Skating members.
Section 4.3. Election of Directors. Except as otherwise provided herein, a director shall be elected at an annual meeting of members to hold office for a term for which he/she is elected and until his/her successor shall have been elected and qualified, or until his/her earlier death, resignation or removal.
Section 4.4. Resignation and Vacancies. Any director may resign at any time by delivering a written notice of resignation signed by such director to the secretary; unless otherwise specified therein; such resignation shall take effect upon delivery. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, even though there may be less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
Section 4.41. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting of the membership, or at a special meeting called for that purpose.
Section 4.5. Meetings. A regular meeting of the Board shall be held at least once every month, on such day of the month as shall be established by the President in his/her discretion. At the first regular meeting following the annual members meeting, the Board of Directors shall elect the officers of the Corporation for the ensuing year. The Board of Directors may hold such other meetings from time to time as the business of the Corporation might require, and such meetings may be called by the president or secretary, and shall be so called on request in writing of any two directors.
Section 4.6. Notice of Special Meetings. A notice of every special meeting of the Board of Directors, stating the time, place, and object thereof shall be delivered personally, mailed, e-mailed, or faxed to each director a reasonable time prior thereto.
Section 4.7. Place of Meeting. The Directors may hold their meetings at such time and place either within or without the State of Vermont, as they may determine, or as directed in the notice of the president or secretary calling such meeting.
Section 4.8. Quorum. At every meeting of the board, a majority of the directors will constitute a quorum and the action of the majority of those present at the meeting at which a quorum is present shall be the action of the Corporation.
Section 4.9. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the members on the Board consent thereto in writing and such writing or writings are filed with the minutes of the proceedings of the Board.
Section 4.10. Telephonic Meetings. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other.
Participation in a meeting in such a manner shall constitute presence in person at such meeting.
Section 4.11. Indemnification. The Corporation shall indemnify any and all persons who may serve or who have served at any time as Directors or officers, and their respective heirs, successors and assigns, against any and all expenses, including amounts paid upon judgments counsel fees and amount paid in settlement (whether before or after suit is commenced), actually and necessarily incurred by such person in connection with the defense or settlement of any civil claims, action, suit or proceeding in which they, or any of them, are a party or parties, or which may be asserted against them or any of them, by reason of being or having been directors or officers of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such persons shall have been adjudged to be liable for his/her own gross negligence or willful misconduct in the performance of his/her duty.
Section 4.12. Compensation. No director shall receive any compensation from the Corporation for acting as such The corporation shall pay the annual US Figure Skating membership for any director and such payment shall not be considered compensation for any director.
Article V
Officers
Section 5.1 Officers. The officers of the Corporation shall be President, Vice President, Treasurer and Secretary. The Board of Directors may, from time to time, appoint such subordinate officers and agents as in its judgment the business of the Corporation may require, may prescribe the duties and powers of such officers and agents, and may remove them in their discretion.
Section 5.2. Election of Officers. The president, vice president, treasurer, and secretary shall be elected by the Board of Directors from its membership. This election shall occur at the first regular meeting of the Board of Directors held following the annual meeting of members. Officers shall hold office for the term of one year commencing upon the conclusion of said meeting of the Board of Directors and until their successors are chosen and qualified, unless sooner removed by a majority of the Board of Directors.
Section 5.3. Removal and Resignation: Vacancies. Any officer may be removed at any time by the Board of Directors whenever in the judgment of the board, the best interests of the
Corporation will be served thereby. Any officer may resign at any time by delivering a written notice to the Board of resignation signed by such officer; unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors for the remaining term of the former officer or director.
Section 5.4. The President. The president shall preside at all meetings of the members and Board of Directors. The president shall perform the usual duties of the office and shall be, ex officio, a member of all committees.
Section 5.5. The Vice President. The vice president shall exercise the powers and perform the duties of the president in the absence of the president or during such time as the president is unable to act. The vice president shall also have such powers and perform such duties as may, from time to time, be assigned by the Board of Directors.
Section 5.6. The Treasurer. The Treasurer shall have the care and custody of all the funds of the Corporation, and shall deposit the same in such banks or other depositories as the Board of Directors, from time to time, direct or approve, and shall disburse the same under the direction of the Board; and shall keep full and accurate account of all moneys received and paid on account of the Corporation and shall render a statement of accounts whenever the Board of Directors shall require. The treasurer shall perform all other necessary actions and duties in connection with the administration of the financial affairs of the Corporation, subject to the control of the Board of Directors.
Section 5.7. The Secretary. The Secretary shall be responsible for the minutes and records of the members, meetings of the Board of Directors of its' executive committee; record all votes of the members and the Board of Directors; and issue all notices of the Corporation.
Article VI
General Provisions and Definitions
Section 6.1. Execution of Instruments. Subject to the approval of the Board of Directors, the president may enter into any contract or execute and deliver any instruments in the name and on behalf of the Corporation. The Board may authorize any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation.
Any such authorization may be general or limited to specific contracts or instruments.
Section 6.2. Deposits and Withdrawals. Any funds of the Corporation may be deposited from time to time in such banks, trust companies or other depositories as may be determined by the Board of Directors, or by such officers or agents as may be authorized by the Board of
Directors. All checks, drafts, or other orders of the payment of money shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the Board of Directors.
Section 6.3. Fiscal Year. Unless otherwise determined by the Board of Directors, the fiscal year of the Corporation shall commence on the first day of June and terminate on the last day of May.
Section 6.4. Definitions. The following definitions shall apply:
“Net Proceeds” shall mean gross receipts from dues, fees, fund raising events, donations and other similar income including any and all types of property donated or otherwise received by the Corporation, less all associated expenses of conducting such events and operating the Corporation.
“Corporation” shall mean Champlain Valley Skating Club, Inc., referred to as the Club.
“Professional Instructor” shall mean any CVSC approved person teaching instructional skating on Champlain Valley ice. All approved instructors shall receive no compensation from the “club”. Each skater/parent shall secure a fee schedule from the instructor of their choice with payment made directly to that instructor. All instructors are private contractors.