By-Laws of the Mankato Figure Skating Club

ARTICLE I.

Offices

Section 1.01. Registered Offices. At the time of adoption of these By-laws, the registered office is P.O. Box 4312, Mankato, MN 56002

Section 1.02. Other Offices. The corporation may have such other offices, as the Board shall from time to time determine.

ARTICLE II.

Membership

Section 2.01. Term of Membership. The membership year shall commence on June 1, and shall terminate on May 31 of the year following. Members who join the corporation prior to August 1 shall be considered members for the full membership year, and shall be entitled to participate in the annual spring ice show.

Section 2.02. Qualifications. (a) Adult Members. Any person at least 18 years of age and graduated, who has paid annual dues to the corporation shall be an adult member. Adult members may be skaters or non-skaters, and may be elected to office in the corporation. (b) Junior Members. Any person 18 years of age or less and not graduated who has paid annual dues to the corporation, and is registered with the United States Figure Skating Association, shall be a junior member. Junior members may not be elected to office in the corporation.

Section 2.03. Voting Privileges. Adult members shall be entitled to one vote at the annual meeting and at any special or monthly meeting. Junior members shall be entitled to one vote, which vote shall be cast by a parent or guardian of the junior member.

ARTICLE III.

Membership Meetings

Section 3.01. Annual Meetings. The annual meeting of the corporation's members shall be held in the month of May of each year, upon notice. The time and place thereof shall be established by the Board of Governors and specified in the notice.

Section 3.02. Special Meetings. Special meetings of the corporation's members shall be held whenever called by (1) the President, (2) the Board of Governors, (3) a majority of the members, by written request to the Secretary stating the time, place and purpose of the special meeting.

Section 3.03. Notice of Monthly Board Meetings. Notice of all monthly membership board meetings shall be made known by the Secretary not less than 10 days, and no more than 30 days prior to the date of the meeting. The Secretary shall make notices for a minimum of 10 days, and no more than 30 days. Meetings will include a Secretary's report, a Treasurer's report, Committee reports, and a full gambling report. Meetings are open for any members wishing to attend. Minutes of the monthly membership meeting will be posted including a gambling report.

Article 3.04. Definition of Notice. As used in these By-laws, "notice" means a written notification of a meeting: (a) stating time, place, and in the case of a special meeting, the purpose; (b) delivered, mailed, e-mailed, or posted on club bulletin board not less than 10 days nor more than 30 days prior to the meeting, excluding the day thereof.

Section 3.05. Quorum. All meetings of the membership, 20 percent of the membership shall constitute a quorum for the transaction of business.

ARTICLE IV.

Board of Governors

Section 4.01. The affairs of the corporation shall be managed and controlled by a Board of Governors, who shall be elected annually by the members to hold office until the next annual meeting of the members or until the election and qualifications of their respective successors, except as hereinafter otherwise provided for filling vacancies. Governors shall be adult members of the corporation.

Section 4.02. Number. The number of Governors of the corporation shall be nine.

Section 4.03. Election. Candidates for the Board of Governors shall be nominated by the nominating committee elected by the existing Board of Governors, and also by nomination at the annual meeting of the corporation. The first Board of Governors of the corporation shall be comprised of those governors having already been elected pursuant to Section 3 of the constitution of the Mankato Figure Skating Club as revised in May of 1984. Commencing with the annual meeting in May 1987, three governors will be elected each year to replace whose terms are expired.

Section 4.05. Vacancy. A vacancy on the Board of Governors occurring other than by expiration of the governors terms may be filled by appointment of the board for the unexpired portion of the term.

Section 4.06. Annual Meeting. Immediately after each annual election, the newly elected governors shall meet forthwith for the purpose of organization, the election of officers, and the transaction of other business.

Section 4.07. Special Meeting. Special meetings of the Board of Governors may be called by the President and must be called by him or her on written request of any four members of the Board of Governors.

Section 4.08. Notice. Notice of all governors meetings, except as hereinafter otherwise provided, shall be given by the secretary not less than 3 days nor more than 30 days prior to the date of the meeting to each governor at his or her address as it appears on the books of the corporation in the manner provided for in Paragraph 3.04 hereof.

Section 4.09. Quorum. At all meetings of the Board of Governors, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business.

ARTICLE V.

Specific Authority and Duties of Governors.

Section 5.01. Meetings. The Board of Governors shall meet the minimum of one item per month. The president shall choose the place and time of such monthly meeting, and notice thereof shall be given to the board pursuant to Article IV, Section 4.08.

Section 5.02. Special Meeting. Special meetings of the Board of Governors may be called by the President and must be called by him or her on written request of any four members of the Board of Governors. Notice of special meetings shall be made upon written notice, at least three days prior to the meeting. Notices of special meetings shall state the date of the meeting, the purpose for which it is being called, and the names of the members requesting the special meeting.

Section 5.03. Authority of Governors. All of the corporate powers, except as otherwise provided for in the By-laws and in the laws of the State of Minnesota, shall be and are hereby vested in and shall be exercised by the Board of Governors.

Section 5.04. Specific Allegation of Authority. The Board of Governors shall have, and may exercise, the following specific powers and duties.

1. Rule Making. Such rules as are deemed proper and necessary respecting the use of corporation property, the admission of guests, the fixation of penalties for rules violations, and rules for government of the Board of Governors and any committees appointed by the board.
   
2. Appropriations. The Board of Governors shall make all appropriations from the funds of the corporation in excess of $250.00.
   
3. Indebtedness. The board shall have the power to limit the indebtedness of any corporation member.
4. Disciplinary Authority. The Board of Governors shall have the power to suspend or expel any member for violations of the By-laws, or rules, or for conduct that they shall deem improper. No member shall be expelled or suspended for longer than 30 days without an opportunity for a hearing to the full Board of Governors.
   
5. Audits. The board shall have the authority to audit its own corporate records. A non-club member shall audit treasury records annually.

Section 5.05. Readmission of Members. The board may at a regular meeting, readmit to membership, without the payment of a second initiation fee, any former junior or adult member whose resignation had previously been fully accepted. Readmission shall be by ballot, and two negative votes of the voting quorum shall constitute a rejection. No rejected candidate shall again be proposed for readmission within six months after rejection.

Section 5.06. Expulsion of Delinquent Members. The board shall appoint all standing committees with full authority over them except as hereafter provided and shall appoint such other committees as are deemed necessary.

Section 5.08. United States Figure Skating Association (USFSA) Delegate. The Board of Governors may elect a delegate, or delegates, to the USFSA. The secretary shall give notice of election to the USFSA.

ARTICLE VI.

Officers

Section 6.01. Election. The Board of Governors, at each annual meeting, shall elect a President, Vice President, Secretary and a Treasurer. They may also elect such other officers or agents as the needs of the corporation shall from time to time require. All officers shall serve for one year, or until the next annual election of directors, subject to the power of the Board of Governors to remove any officer at his pleasure by majority vote. One in the same person may hold any two offices of the corporation. The Board of Governors shall fill a vacancy in any office occurring between the annual meetings for the unexpired portion of the term.

Section 6.02. Duties of Officers. The duties of the officers shall be as follows.

1. President. The President shall preside at all meetings of the member and of any Board of Governors. He or She shall have and exercise general charge and supervision of the affairs of the corporation, and shall do and perform such duties as may be assigned to him or her by the Board of Governors. In case of the inability of the President to act, the Vice President shall act in his or her place. The President, along with the treasurer, shall sign all contracts having been previously given approval by the Board of Governors.
   
2. Vice President. The Vice President shall assist the President in the discharge of his or her duties, and shall assume those duties in the case of the President's inability to act or absence. The Vice President shall delegate or be responsible for publication of a monthly newsletter.
   
3. Secretary. The Secretary shall have charge of all club correspondence, books, documents, etc.
   
4. Treasurer. The Treasurer shall have the care and custody of all funds and securities of the corporation and shall deposit the same in the name of the corporation in such bank or banks as the Governors may designate. The Treasurer shall keep or cause to be kept a complete and accurate account of all receipts and disbursements, resources and liabilities of the corporation, and shall render to the president, or to the Board of Governors on a monthly basis. The Treasurer, along with the President, shall sign all agreements and contracts, as well as all negotiable instruments drawn by the corporation. The Treasurer shall also be in charge of the contract ice committee. The Treasurer shall also perform such other duties as may be described by the Board of Governors, or by the By-laws.

ARTICLE VII.

Committees

Section 7.01. The following committees may be appointed by the Board of Governors as it deems necessary: Membership, Music, Social, Ice Show, Special Events, Ad hoc, Telephone, Contract, Ice Time Promotion and Publicity, Tests and Competitions, Concessions, and any such other committee as the Governors may deem necessary. The Governors at their regular meeting following annual elections, or at any regular monthly meeting may appoint the committees annually.

Section 7.02. Specific Committee Description.

• Membership Committee. The committee shall consist of one or more members. The committee shall recruit and promote membership, prepare and send all applications for membership, and shall furnish members with a copy of the By-laws and Articles of Incorporation and any rules promulgated by the Board of Governors.
  
• Tests and Competition Committee. The committee shall consist of one or more members, who shall have complete charge of giving USFSA tests; setting dates and obtaining approved USFSA judges for tests. They shall also have complete charge of all club and inter-club competitions. The committee shall have sole authority to determine eligibility requirements for any such tests or competition. A club officer shall sign competition application forms distributed by the committee.
  
• Nominating Committee. The committee shall be comprised of 50 percent Board members and 50 percent members of the general membership. Prior to the annual meeting of members of the corporation, the committee shall nominate as candidates at least twice the number of persons necessary to be elected to fill a vacancy on the Board of Governors for the coming year. Notice of the nominations to be presented at the annual meeting of the corporation shall be included in the notice of the meeting.
  
• Social Committee. The social committee shall consist of on or more members. The committee shall be responsible for entertainment provided by the corporation.
  
• Music Committee. The committee shall consist of one or more members. One member of the committee shall be in charge of registering the music of each skating member and posting a list thereof on the corporation bulletin board.
  
• Special Events Committee. The committee shall consist of two or more members. The committee shall be responsible for arranging and producing skating exhibitions and demonstrations.
  
• Telephone Committee. The committee shall consist of three or more members. The committee shall be responsible for telephoning all members of the corporation about meeting and/or other activities of the corporation.
  
• Contract Ice Committee. The committee shall be responsible for contracting ice with the arena manager, and arranging make-up times when necessary.
  
• Promotion and Publicity Committee. The committee shall consist of one or more members. The committee shall be responsible for the promotion of the corporation, and All Seasons Arena.

ARTICLE VIII.

Amendments

These By-laws may be amended or altered by a vote of the majority of the Board of Governors at any meeting, provided that notice of such proposed amendment shall be given in the notice of such meeting. Such authority in the Board of Governors is subject to the powers of the members to change or repeal such By-laws by a majority vote of the members present and represented at any annual meeting or at any special meeting called for that purpose.

ARTICLE IX.

Seal

The corporation shall have no seal.

ARTICLE X.

Conflict Resolution

If any club member(s) has a complaint against another member(s) for an infraction of any bylaw or rule other than skating rules, they may file such a complaint in writing to the board. Such a complaint will be investigated according to the adopted conflict resolution policy. The undersigned, being respectively the President and Secretary of the Mankato Figure Skating Club, a Minnesota non-profit corporation, do hereby certify that the Board of Governors duly adopted the foregoing By-laws by unanimous action on September 15,2003.