Constitution, Code of Regulations And Bylaws of the Mentor Figure Skating Club

Article I Name and Corporation

Section 1. Name: The organization shall be known as Mentor Figure Skating Club.

Section 2. Incorporation: The Club was incorporated as a nonprofit corporation under the Laws of the State of Ohio on the 27th day of February 1984 and “Amended Articles of Incorporation” were adopted on the 11^th day of March 1998.

Section 3. This Club shall have its headquarters in the Mentor Civic Center Arena, Mentor, Ohio.

Article II Purpose

Section 1. The purposes of this club are to encourage the instruction, practice and advancement of the members in compulsory figures, freeskating, pair skating, synchronized, dancing, and all types of figure skating; to sponsor, to produce or cooperate in the production of amateur ice carnivals and competitions; and 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.

Section 2. Mission Statement: The Mentor Figure Skating Club strives to (a) promote amateur skating for the good of the sport (b) conduct club affairs in an equitable manner in accordance with the bylaws of the US Figure Skating, the bylaws of the Mentor Figure Skating Club, and the City of Mentor (c) provide the best possible environment for each skater (d) develop positive personal growth of its members.

Article III Officers

Section 1. The officers shall be President, Vice President, Secretary and Treasurer. The offices of Secretary and Treasurer may be combined.

Article IV Duties of Officers

Section 1. Duties of President: It shall be the duty of the President to take charge of the club; to preside at all meetings of the club and of the Board of Trustees. He or she shall have the entire supervision and management of the club and its property, pending the action of the Board of Trustees; the power to suspend any member for violating the regulations of the club, pending the approval of the Board; to call special meetings and club meetings.

The President shall appoint the chairmen and members of all committees and delegates to all organizations affiliated with the US Figure Skating.
The President or the Secretary shall sign all agreements and contracts made by the club, upon approval of the Board of Trustees.

Section 2. Duties of the Vice President: It shall be the duty of the Vice President to assist the President in the discharge of his or her duties and in his or her absence to assume his or her duties and officiate in his or her stead.

Section 3. Duties of the Treasurer: The Treasurer, under the supervision of the Board of Trustees, shall have general control and supervision of the finances of the club, including the examination of the books, accounts and records of all officers, committees, and persons who handle any of the financial affairs of the club. The Treasurer shall keep accurate and timely accounts of all receipts and expenditures, and of the property of the club in books belonging to the club. The Treasurer shall be responsible for the collection of all outstanding fees due the club by the membership.

It shall be the duty of the Treasurer to prepare an annual financial report to be presented to the membership at the annual spring stated meeting and regular summary financial statements to be presented at the Board meetings. The treasurer shall prepare an interim report when requested by the President of the Board of Trustees.

All funds of the club shall be deposited in the name of the club in a bank account approved by the Board of Trustees or in securities approved by the Board of Trustees. All disbursements by check shall be signed by the treasurer; all disbursements by check exceeding a particular amount specified by the Board of Trustees shall be signed by both the treasurer and the president or another designated officer of the club, except for special accounts that the Board may establish.

Section 4. Duties of the Secretary: It shall be the duty of the Secretary to keep minutes of all proceedings of the club and the Board of Trustees and to supervise all reports and documents connected with the business of the club. The Secretary, together with the President when necessary, shall sign all agreements and contracts made by the club upon approval of the Board of Trustees.

He or she shall supervise the correspondence of the club, prepare and issue notices of all meetings of the club and of the Board of Trustees every month.

The Secretary shall have custody of all correspondence and the records and minutes of meetings, all of which shall at all times be open to inspection by members. Minutes of the Board meetings shall be posted after approval by the Board.

Article V Board of Trustees

Section 1. Number of members: There shall be a Board of Trustees composed of nine (9) regular members of the club, each to be elected for a term of three (3) years.

Section 2. Method of election: The election of the Board or Trustees shall be held by ballot at the annual spring meeting, and the candidates receiving the greatest number of votes shall be elected. Election procedure shall include provisions for absentee ballots, as determined by the Board of Trustees.

Three (3) trustees shall be elected at each annual spring meeting to serve each a three-year term.

Section 3. Vacancy: In the event of a vacancy on the Board of Trustees, the Board shall appoint a club member to hold office for the remainder of the unexpired term. The Board will announce and post the vacancy and take applications from any club member in good standing interested in filling the position. Deadline dates for submitting applications will be established by the Board and included in the announcement.

Section 4. Officers: The officers of the club shall be chosen by the Board of Trustees by a majority vote within ten (10) days after each annual spring meeting and shall hold office until the spring stated meeting of the membership next following the election of such officers and until their successors are elected and qualified.

Section 5 Rules Voting: Rule creations/changes that come before the Board of Trustees require a majority vote of Board members present at an official Board meeting to pass. In the event a vote can not/ does not take place during an official Board/Club Meeting, the acting President can conduct a vote by telephone, U.S.Mail, or e-mail. All Board members must be contacted for such vote. A reasonable number of attempts must be made to contact each Board member over a 24-hour period. A written report of the results shall be submitted to the Secretary and shall be placed on the agenda as part of the President’s report and discussed at the next Board/Club Meeting. The written report shall a) state issue voted upon, b) list of board members contacted and dates contacted/attempted, c) list the results of the vote, and d) be signed and dated by the officer conducting the vote.

Section 6. Limitations: A member of the Board of Trustees can only serve in any one Board-appointed or Board-elected position longer than two (2) consecutive terms if there is no Board of Trustee available to serve in the position.

Section 7. Qualifications: Each member of the Board of Trustees must be a registered member of the US Figure Skating and be otherwise eligible in accordance with the official rules of US Figure Skating.

Article VI Powers and Duties of the Board of Trustees

Section 1. Meetings: The Board of Trustees shall meet at least once in every month during the skating season and shall be open to the general membership. The date of such meetings shall be stated by the President or, in his or her absence, by the Vice President.

Any five (5) members of the Board may call a board meeting upon written notice to all members of the Board of Trustees at least three (3) days prior to the meeting. The notice shall state the date of the meeting, purpose for which the meeting is called, and the names of the five (5) members requesting the meeting.

Section 2. Quorum: Five-five percent of the board shall constitute a quorum.

Section 3. Authority: The Board of Trustees shall act as elected representatives of the general membership. The Board shall oversee the management of the affairs and finances of the club and shall have general control of all its property on behalf of the membership. All rights and powers connected therein shall be vested in them. They shall have the power, whenever they deem it necessary, to appoint an acting treasurer.

Section 4 Rules: They shall make such rules as they deem proper respecting the use of the club’s property; prescribe rules for the admission of non-members; fix penalties for offenses against the rules; and make rules for their own government and for the government of the committees appointed by them in accordance with the by-laws of the Mentor Figure Skating Club.

Section 5. Appropriations: All appropriations from the funds of the club shall be made by the Board of Trustees.

Section 6. Reviews: The President, past Treasurer, newly elected Treasurer, and at least one (1) other Board member shall conduct a review of the Secretary, Treasurer and all appointed committees of the Club on the odd numbered years. The Club shall hire an independent accountant to conduct a review of the books in the even years. The findings of the review shall be presented at the annual fall meeting of the general membership.

Section 7. Indebtedness: The Board shall have power to limit the indebtedness to the club of a member of the club.

Section 8. Disapproval of Membership: The Board of Trustees reserves the right to disapprove any candidate for membership in the club.

Section 9. Suspend or Expel: They shall have the power to suspend or expel any member for violations of the Constitution and Code of Regulations or for conduct which they shall deem improper, but no member shall be expelled or suspended without a hearing, in accordance with Article X, Section 1 of the bylaws.

Section I0. Readmission to Membership: They may at a regular meeting readmit to membership any former member whose resignation has been fully accepted previously.

Section 11. Drop and Reinstate to Membership: They may as hereinafter provided drop from the roll any delinquent member and also may reinstate such members as hereinafter provided.

Section 12. Committees: They shall appoint all standing committees with full authority over them except as hereinafter provided and shall appoint such other committees as shall seem to them necessary.

Section 13. US Figure Skating Delegate: They shall elect a delegate or delegates to the United States Figure Skating Association. The club Secretary shall inform the Association’s Secretary, in writing, of the name and address of the delegate(s) elected. Said delegate(s) shall be the representative between the club and the Association and shall attend the Association’s meetings, either in person or by proxy. The Board may, as it sees fit, pay the traveling expenses of the delegate(s) to the Association meetings.

Section 14, Clerical Assistance: They shall have authority to make, at their discretion, appropriations for clerical assistance to the Secretary in conducting the business of the club.

Section 15. Expenditures and Revenue: The Board of Trustees and the Treasurer shall prepare and submit to the stated spring meeting of the general membership a program of anticipated expenditures for the coming year together with proposals of sources of revenue to meet same.

Section 16. Board Member Limitation: The office of the Board member shall be ipso facto vacated

Section 17. Board Member Review: The office of the Board member will reviewed by the remainder of the Board of Trustees and appropriate actions which could include dismissal from the Board will be taken

a. If he or she fails to attend four regularly scheduled Board meeting per elected year.

Section 18. Eligibility: Any member in good standing, 18 years or older, may run for a Board position.

Article VII Standing Committees

Section 1. Names: The standing committees shall be as follows: (A) Membership Committee (B) Ice Administration / Rules and Safety Committee (C) Test Chair and Committee (D) Dance Committee (E) Orientation / Information Committee (F) Hospitality Committee (G) Publicity Committee (H) Bylaws Committee (I) Appropriations Committee (J) Exhibitions and Ice Show Committee (K) Professional Instructors Committee (L) Synchronized Skating Committee (M) Scholarship Committee and other such committees as the Board may deem necessary.

All committee members must be voting members in good standing. They shall be appointed annually by the Board of Trustees at their regular meeting after the annual election. The President shall be ex officio a member of all committees.

Section A. Membership Committee: The Membership Committee shall consist of one (1) or more members who shall process all applications in a timely fashion and make available an updated roster to all Board members and committee chairmen as necessary or upon request.

Section B. Ice Administration/Rules and Safety Committee: The Ice Administration/Rules and Safety Committee shall consist of an Ice administrator, who shall be appointed by the Board of Trustees, and one (1) or more other members who shall be responsible for processing all ice contracts and for scheduling all club ice. The committee shall make rules and regulations for conduct on the ice by the membership. Those rules and regulations shall be approved by the Board of Trustees and then posted on the club bulletin board or otherwise made available to all club members. The Ice Administration/Rules and Safety Committee is responsible for selecting, scheduling, and training ice monitors, and the monitors shall fall under the jurisdiction of the ice administrator. Monitors must be voting members of the club.

The ice administrator shall provide a financial report of the ice account to the Board within 30 days of the end of every contract period.

Section C. Test Chair and Committee: The Test Chair and Committee shall consist of one (1) or more members who shall have complete charge of giving USFSA tests, of setting dates and obtaining approved USFSA judges for the tests. The decisions shall rest with this committee as to persons eligible to enter any such test and competition.

Section D. Dance Committee: The Dance Committee shall consist of one (1) or more members who shall have complete charge of all dance periods scheduled during club sessions, They shall make up a complete program of dances to fit in the time allotted by the Ice administrator for dance.

Section E. Information/Orientation Committee: The Information/Orientation Committee shall consist of one (1) or more members who shall be responsible for orienting new members to the club. They will make sure that all new members understand the rules of the club, including the standing rules, and proper on-ice procedure and etiquette as determined by the Board of Trustees and the Ice Administration/ Rules and Safety Committee before they actually begin to skate as members of the Mentor Figure Skating Club. The committee shall also serve as liaison between the Mentor Figure Skating Club and the Junior Figure Skating Club.

Section. F. Hospitality Committee: The Hospitality Committee shall consist of one (1) or more members who shall provide for and take charge of social entertainment given by the club. This includes hospitality for testing sessions.

Section G. Publicity Committee: The Publicity Committee shall consist of one (1) or more members who shall have complete charge of furnishing news items of the club’s activities to the media. They may have charge of issuing the club’s newsletter.

Section H. Bylaws Committee: The Bylaws Committee shall consist of one (1) or more members who shall have complete charge of maintaining the bylaws of the Mentor Figure Skating Club and of recommending revisions and amendments to those bylaws. They shall meet at least annually to determine the need for any necessary changes, additions or deletions to the bylaws and shall report their recommendations to the general membership for their consideration.

Section I. Appropriations Committee: The Appropriations Committee shall consist of two or more members who, after hearing the financial status of the club, shall consider and make recommendations for the major expenditures of the club for the next fiscal year. They shall report and recommend to the Board, and the Board shall make the final decisions. The Treasurer shall be a member of this committee.

Section K. Professional Instructors Committee: The Professional Instructors Committee shall consist of one (1) or more members who shall develop and maintain the Professional Instructors Guidelines, review and recommend Professional Instructors contract applications, develop and administer Junior Instructor Program and oversee all grievance related to instructors.

Section L. Synchronized Skating Committee: The Synchronized Skating Committee shall consist of one (1) or more members and the Synchronized Skating coaches who shall have complete charge of all Synchronized Skating activities.

Section M. Scholarship Committee: The Scholarship Committee shall consist of one (1) or more members who shall have complete charge of the MFSC Scholarship program. They shall develop and distribute the guidelines and applications, obtain non-partisan judges to review all valid applications, and organize the scholarship fund raising.

Section N. Special Committees: Other committees, such as those for exhibitions, carnivals, and competitions, shall be appointed by the President from time to time, as deemed necessary by the Board of Trustees, to carry on additional business and activities of the club.

Section 2. Board Meetings: The chairmen or the standing committees may be requested by the President to attend meetings of the Board of Trustees. They may enter into and take part in all discussions, but may not vote.

Section 3. Committee Finances: Chairmen who are authorized by the Board of Trustees to have a special bank account for conducting the business of their committees shall submit an up-to-date financial report, in writing, to the Board of Trustees upon their request and shall make their books available for audit when so requested by the Board of Trustees. They shall also submit a complete financial report to the Treasurer, along with the books for the special account, in time for the records to be included in the annual financial report to the members.

Article VIIl Membership

Section 1. Members. The Club shall have members who are interested in the objects and purposes of the Club and who are registered with U.S. Figure Skating, with voting rights and any other legal rights or privileges in connection with the governance of the Club, in accordance with such provisions and criteria pertaining to qualifications, classification, privileges, application and acceptance of members established from time-to-time by the Board of Directors. Members of the Club shall be required to abide by, and to conduct themselves in a manner consistent with, the Bylaws, Official Rules, policies, procedures, code of conduct, and code of ethics and principals of ethical behavior of U.S. Figure Skating.

Section 2. Application for Membership: Upon completion of the current membership application, including applicable fees and a signed agreement to comply with the Constitution and Bylaws of the Mentor Figure Skating Club, all applications for membership must be submitted to the Membership Committee and will be acted on accordingly in a timely manner. Membership shall be for a period of one year (from July 1 of the current year to June 30 of the following year) and shall be renewed annually upon payment of dues and the completion of the application for membership. Collegiate Membership per US Figure Skating.

All home club members shall be eligible to vote 30 days after acceptance of membership. Every Home Club member has a vote. Home club members who are under the age of eighteen (18) at the time of the voting shall be represented by their parents or legal guardians who will vote in their stead.

Teaching pros may vote and may be a Board member; however, at no time will there be more than two (2) pros on the Board of Trustees. A teaching pro that currently has a professional teaching contract with MFSC may be on the Board, but not be an officer of the Board.

Section 3. Arrears for Dues: Any member in arrears for dues, or other indebtedness to the club, shall be notified by mail by the Treasurer at his last known address. If the amount of the delinquency is not paid in full within one month thereafter, the name of the delinquent shall be reported by the Treasurer to the Board of Trustees at their next meeting. The Board of Trustees may drop from the roll any name of such delinquent member. If a member is dropped for delinquency, he shall be notified in writing by the Secretary. A member dropped from the roll for non-payment of dues, or other indebtedness, may, upon payment of same, at the discretion of the Board of Trustees, be reinstated to full membership.

Section 4. Arrears for Dues Restrictions: No member in arrears for dues, or other indebtedness to the club, shall be eIigible to hold office, or entitled to vote, or to enter in any club tests or competition.

Section 5. Resignations: Any member not in arrears for dues, or other indebtedness to the club, may tender a written resignation of his membership to the Secretary, who shall report the same to the Board of Trustees, at their next meeting for their action.

Section 6. Honorary Members: Honorary members may be elected at any meeting of the club after recommendations by the Board of Trustees, but three negative votes shall reject.

An honorary member shall be free from initiation fees, dues and/or assessments. He or she may represent the club in exhibitions and attend ice skating sessions under the same rules governing active members. He or she shall not be nominated or elected to office or a member of the Board of Trustees. Honorary members have no vote unless otherwise provided. They shall have no claim on the assets or property of the club. He or she shall not represent the club in competitions.

Section 7. Classes for Membership: There shall be two (2) classes of membership: (1) Regular Membership and (2) Associate Membership. Regular members 17 years of age or younger shall have no vote nor be elected to the Board of Trustees or to office. Associate members are members of the US Figure Skating who also want to skate at the Mentor Figure Skating Club as members. Associate members will not have a vote nor be elected to the Board or to office nor be eligible to apply for the club scholarship.

Section 8. Responsibilities for Guests: Members shall be responsible for the conduct and indebtedness of all persons admitted to the club’s property at their request.

Section 9. Board Approval for Competition and Exhibition: No member or members of the club shall make entry in the name of the club in competition or exhibition except with the approval of the Board of Trustees, or someone given this, authority by them.

Section 10. Member in Good Standing: A member in good standing is one who adheres to the Constitution and Code of Regulations of the Mentor Figure Skating Club, as determined by the Board of Trustees. Failure to do so may result in revocation of membership.

Article IX Club Meetings

Section 1. Time: There shall be two annual stated club general membership meetings each year. One shall be in the fall, usually in October, and one in the spring, usually in May.

Section 2. Special Meetings: The Secretary shall call special meetings at the direction of the President or upon the written request of 20% of the general membership in good standing.

Section 3. Quorum: Twenty percent (20%) of the voting membership in good standing constitutes a quorum for the transaction of business.

Section 4. Notices: Notices of stated and special meetings shall be mailed, e-mailed, or placed in membership’s club mailboxes by the Secretary to every Member at least ten (10) days in advance thereof, and shall be posted by the Secretary for the same length of time on the club bulletin board.

Section 5. Special Meeting Limitation: No business shall be transacted at a special meeting except that of which notice was given.

Section 6. Proxy votes: No proxy votes will be accepted.

Article X Conflict Resolution Process

Section 1. If any member of the Club has a complaint against another member of the Club for an infraction of any Bylaw, rule, policy or procedure of the Club, other than skating rules, they may file a complaint in writing to the Board of Directors of the Club. Such complaints will be investigated and resolved according to the Club’s conflict resolution policy that the Club is required to adopt and have in effect in accordance with the Bylaws of U.S. Figure Skating.

Section 2: Chain of Command: Any member having a complaint about another member/professional instructor or action of the club should first report such complaints to the committee in charge of that area of the club business, who will then present their recommendation to the Board of Trustees for a ruling.

Article XI Conflict of Interest

Section 1. Definition: As used in this Section: (i)”conflicting interest transactions” means a contract, transaction, or other financial relationship between the Club and a Director of the Club, or between the Club and a party related to a Director, or between the Club and an entity in which a Director of the Club is a director or officer or has a financial interest, and (ii) a “party related to a director” means a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which the Director or a party related to a Director has a beneficial interest, or an entity in which a party related to a Director is a director, officer, or has a financial interest.

Section 2 Procedure: Action; Disclosure. No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by a member or by or in the right of the Club, solely because the conflicting interest transaction involves a Director of the Club or a party related to a Director or an entity in which a Director of the Club is a director or officer or has a financial interest or solely because the Director is present at or participates in the meeting of the Club’s Board of Directors or of a committee of the Board of Directors that authorizes, approves, or ratifies the conflicting interest transaction or solely because the Director’s vote is counted for such purpose if: (i) the material facts as to the Director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum; or (ii) the material facts as to the Director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or (iii) the conflicting interest transaction is fair as to the Club. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee, which authorizes, approves, or ratifies the conflicting interest transaction.

Section 3 Loans: No loans shall be made by the Club to its Directors or Officers.

Any Director or Officer who assents to or participates in the making of any such loan shall be liable to the Club for the amount of such loan until the repayment thereof.

Article XII Fees, Dues and Assessments

Section 1. Dues: The annual dues and their method of payment shall be set annually by the Board of Trustees.

Section 2. Initiation Fee: An Initiation fee may be established by majority vote of the membership after written notice of such proposal at the fall or spring stated meetings of the club or by amendment to this Constitution and Code of Regulations.

Section 3. Guests: A visiting skater from another member club of the US Figure Skating may skate at the current non-contract walk-on rate, provided there is space available. If the visiting skater wants to contract a session(s), they would have to become an Associate Member of MFSC.

Section 4. Fiscal Year: The club shall operate on a fiscal year not to exceed a 12-month period.

Article XIII Adoption and Amendment of Constitution and Code of Regulations

Section 1. New Club Procedure: An acting chairman, with the approval of the original Board of Trustees as named in the Articles of Incorporation, shall call the club together and request the adoption of the embodied Constitution and Code of Regulations.

Section 2. Amendments: This Constitution may be amended by two-thirds majority of voting members present at any meeting having the required quorum, provided that a copy of the proposed amendments be posted on the bulletin board and mailed to the members at their last known address by the Secretary at least ten (10) days prior to the meeting.

Amendments to the Constitution may be proposed from time to time, either by the Board of Trustees, the Bylaws Committee, or by the club voting members. When proposed by voting members, a petition containing the proposed amendments and signed by at least twenty percent (20%) of the voting members in good standing shall be presented to the Board of Trustees. The Board shall, at the next meeting of the voting members, present such amendments for consideration. It shall be the duty of the Board of Trustees, with respect to any and all amendments so initiated by petition, to comply with the other provisions of the article concerning posting and mailing of the proposed amendments.

Article IV Order of Business

Section 1. Sequence: At stated and special meetings, the following order of business shall be observed:

Roll call
Reading of the minutes of previous meetings
Reports of officers
Reports of committees
Election of officers
Unfinished business
New business
Adjournment

Article XV Rules of Order

Section 1. Order of Motion: When a question is before the meeting, no motion shall be entertained except:

To adjourn
To lay on the table
To call the previous question
To postpone
To commit
To amend

Several motions shall have precedence in the order above given, and the first three shall be decided without debate.

Section 2. Yeas and Nays: If any two members shall request, the yeas and nays shall be called upon any question, whereupon each member present shall vote as his name is called, without debate, unless excused from voting by the meetings, and the vote so taken shall be recorded in the minutes.

Section 3. To Reconsider: A motion to reconsider must be made by a member who voted with the majority vote.

Section 4. Majority Vote: Except as otherwise stated, all questions shall be determined by a majority vote.

Section 5. Robert’s Rules of Order: All questions of parliamentary practice not herein provided for shall be determined in accordance with Robert’s Rules of Order.

Article XVI Ratification

Section 1. Ratification: This Constitution and Code of Regulations, adopted in November 1984, were amended and revised by a two-thirds majority of the voting members present on the following dates:

May 15, 1990
November 9, 1993
November 14, 1995
May 14, 1996
May 11, 1998
October 11, 2000
October 10, 2001
May 11, 2005
Oct. 15, 2006
May 24, 2011