BYLAWS
of
NORTHERN DIVISION AMATEUR SKI EDUCATION FOUNDATION

ARTICLE I

NAME

The name of this foundation is Northern Division Amateur Ski Education Foundation  (the “Foundation”).

ARTICLE II

MEMBERSHIP

1. Each affiliated ski club in the Northern Division of the United States Ski Association shall be entitled to one membership.
2. The coaches of the affiliated ski clubs in the Northern Division, as a group, shall be entitled to one membership.

ARTICLE III

MEETINGS

1. Meetings of the Foundation shall be held annually at such time and place as the Board of Directors may decide.  Notice of each annual meeting shall be sent to each affiliated ski club at least 15 days prior thereto.
2. Special meetings of the Foundation shall be called by the President at any time, either upon the order of the Board of Directors or the President, or upon the written request of any three memberships.  Notice of each such meeting, stating its purpose, shall be sent to each membership at least 15 days prior thereto.
3. Any membership of the Foundation whose dues and assessments have been paid in full may be represented at any meeting by any number of duly appointed delegates.  No membership shall be entitled to more than one vote, which shall be cast by one of the delegates duly authorized by such membership to cast the vote.  In the absence of specific authority granted to a particular delegate, such membership’s vote shall be cast by a majority of the delegates present representing the membership.
4. One-third of the membership of the Foundation entitled to vote shall constitute a quorum at any meeting of the Foundation, and, except as otherwise specifically provided herein, any action shall be effective and valid if taken or authorized by at least a majority of all votes cast at a meeting.
5. The Board of Directors shall meet annually immediately after the annual meeting of the Foundation.  Regular meetings of the Board of Directors shall be held at least once every six months and shall be called by the President.  Notice of each meeting shall be sent to each Director at least seven days prior thereto.
6. The President may call special meetings of the Board of Directors at any time, either upon the President’s order or upon the written request of any three Directors.  Notice of such meeting, stating its purpose, shall be sent to each Director at Least Three days prior thereto.
7. It shall not be requisite to the validity of any meeting of the Foundation or of the Board of Directors that notice thereof shall have been given to any member of the Board of Directors or to any membership who shall attend such meeting, or who, if absent, waives notice thereof in writing either before or after it is held.

ARTICLE IV

OFFICERS

The officers of the Foundation shall consist of a President, Vice President, Secretary, Treasurer and Alpine Director, all of whom shall be officers, directors, employees or members of affiliated ski clubs or of the coaches group.  All officers shall be elected at each annual meeting of the Foundation and shall serve until their successors have been elected and qualified.  The offices of Secretary and Treasurer may be held by the same person.  The duties of the officers shall be as follows:

1. The President shall be the chief executive officer.  He shall, when present, preside at all meetings of the Foundation and the Board of Directors, and shall, in general, perform all duties incidental to the office of president of similar organizations, and such other duties as the Board of Directors may assign to him.
2. The Vice President shall perform the duties of the President in his absence or disability and shall perform such other duties as the Board of Directors may assign to him.  The Vice President shall be the Chairman of the Development Team Committee.
3. The Treasurer shall have charge of the Foundation’s corporate seal, deposit all of the Foundation’s funds in such depositories as the Board of Directors may select, pay all of the Foundation’s bills, collect all moneys due the Foundation, and keep full and accurate books of account of all moneys received and paid out for the Foundation.  Such books and accounts shall be constantly open to the inspection of each officer and Director.  The Treasurer shall upon request of the Board of Directors, and in any event at least once in each year, render to the Board of Directors and the Foundation a complete statement of the Foundation’s financial position.  In addition, the Treasurer shall perform all other duties incidental to the office of treasurer of similar organizations, and all duties that the Board of Directors may assign to him.  The Treasurer shall give a bond for the faithful discharge of his duties if and when the Board of Directors so requires.
4. The Secretary shall attend all meetings of the Board of Directors and the Foundation, shall keep full and accurate records of all proceedings at such meetings, and shall perform all other duties incidental to the office of secretary of similar organizations and all duties which the Board of Directors may assign to him.  He shall have custody of the Foundation’s record books, and shall give notice of all meetings of the Foundation and the Directors in the manner prescribed by these Bylaws.
5. The Alpine Director shall coordinate activities among the United States Ski Association, the division competitors and the division coaches; shall keep track of competitors ranking in the division; select division teams to national competitions; and select division coaches to national competitions.

ARTICLE V

BOARD OF DIRECTORS

The Board of Directors shall consist of the elected officers of the Foundation. No membership shall have more than tow representatives on the Board of Directors.  The Directors shall serve for a term of one year.  The Board of Directors shall have supervision of the affairs and interests of the Foundation and shall perform such duties as may from time to time be referred to it.  The Board of directors may fill the vacancies caused by the death or resignations of ineligibility of any officer or director.  Any such substitute appointee shall serve for the unexpired term.  A majority of the Board of Directors shall constitute a quorum.

ARTICLE VI

COMMITTEES

There shall be a standing committee of the Foundation called the Alpine Committee consisting of the Alpine Director and representatives from memberships of the Foundation.  The Alpine Director may select the membership representatives to serve on the Alpine Committee, provided, however, that no membership shall have more than one representative on the committee.  There shall be such other committees as the Board of Directors shall from time to time determine to be desirable in the operation of the Foundation.  Such committees shall serve for one year or until their successors are appointed.  Such committees shall have such duties and responsibilities as the Board of Directors may assign to them, and shall make reports at least annually at the meeting of the Foundation.

ARTICLE VII

DUES

The Board of Directors shall determine annual dues payable by memberships and may, in its discretion, exempt certain memberships from the payment of annual dues.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Foundation shall commence on October 1 and end on September 30 of each year.

ARTICLE X

AMENDMENTS

These Bylaws may be amended at any meeting of the Foundation by a two-thirds vote of the memberships represented at the meeting, provided that an explanation of the proposed amendment shall have been included in the notice of the meeting.