CONSTITUTION HILL SKI CLUB Article I - Name and Purpose 1. Name: The name of the organization shall be the Hill Ski Club hereafter referred to as the Club. The private organization will operate on Hill AFB pursuant to the provisions of AFI 34-233. The organization shall be self-sustaining and is not an instrumentality of the United States Government. This P0 is not a non-appropriated fund instrumentality (NAFI) as defined in AFI 34-201, 25 July 1994, Use of Non-Appropriated Funds (NAF), nor is it entitled to the sovereign immunities and privileges given to NAFIs. There is no official connection between the Club and the United States Air Force, other military services, or other federal entities. 2. Purpose: The purpose of the Club is, (1) to provide year-round activities for its members, (2) to organize Club parties and trips, and (3) to provide a focal point for those interested in skiing, mountaineering, hiking, camping, and other activities and (4) to perform public service projects to enhance Utah's outdoor environment. These objectives will be met entirely within its resources. Individual members will have no proprietary interest in the Club but will derive benefits exclusively through participation in, or patronage of, Club activities. Article II - General Provisions 1. The Hill Ski Club will comply with all local, state and federal laws. 2. Operating Authority: The Club operates on a military base only with the consent of the installation commander. Operation is contingent on compliance with the requirements and conditions of all applicable Air Force regulations. 3. Liability: In the event the Clubs assets are insufficient to discharge liabilities, the membership and all individual members are liable under the laws of the State of Utah for any debt incurred by the Club. 4. The President will ensure that all PO members are aware that they are jointly and severely liable for the obligation of the PO. Article III - Governing Body 1. Governing Body: The governing body of the Club shall be called the Executive Council. The Executive Council is responsible for the administration and operation of the Club. The Executive Council will be comprised of the six, (6) officers and the six (6) members of the Board of Governors. A quorum of eight Executive Council members must be present to conduct business of the Club. 2. Officers: The officers of the Club shall consist of a President, Vice President, Secretary/Recorder, Treasurer, Public Affairs Director and Historian. All officers shall be Active Members. 3. Board of Governors: The Board of Governors shall consist of which at six, (6) active members of which at least two, (2) shall be active or retired Military personal. Article IV - Members 1. Membership in the Hill Ski Cub is voluntary. Membership and related action based on race; color; age, religion, sex or national origin is prohibited. Members will be classified as one of the three (3) following types: (1) Active Members, (2) Honorary Members, or (3) Specific Event Members. These memberships are defined as follows: a. Active Members: Active Members may be any dues paying. Active members have full voting rights. b. Honorary Members: Honorary Members may be any individual in the community who has provided consistent and enthusiastic support for the Club's activities. Honorary membership shall be extended on an annual basis upon approval of the Executive Council. Honorary Membership may also extend to a limited number of officers in other ski clubs and organizations that share similar goals and interests with the Club. In addition, Honorary Membership may be extended to club sponsors, business and community leaders, and other persons the Executive Council feels could benefit the Club or have already supported the Club and its activities. Honorary Members shall not have voting rights or be eligible to hold a Club office. c. Specific Event Members: Specific Event Membership may be extended to members of other ski or outdoor recreation clubs or persons approved by the Activity Director who wish to participate in a specific club trip or activity. The purpose of such membership is (1) to ensure trips are filled to capacity and more economically viable and (2) to provide opportunities to meet members of other clubs. Membership will be limited to the duration of the trip, activity or function. A waiver of liability is required. All other classes of members must be fully informed and have had ample opportunity to sign up for trips and activities before Specific Event Members are allowed to participate. The Activity Director will determine the appropriate time to include Specific Event Members. These members will not be voting members or eligible to hold office. 2. Membership may be terminated by the Executive Council if the conduct of a member is such as to bring discredit upon the Club, or if a member fails to meet his/her financial obligations to the Club within a specified time period as determined by the Executive Council. Article V - Method of Financing 1. Club Dues: Dues will be reviewed on an annual basis and voted on by Active Members. Dues will be assessed to all Active Members. Active Members over the age of 65 will be exempt from paying dues. Nominal dues will be paid by Specific Event Members for the time frame covering a specified event. Those individuals joining the Club during the year will pay dues prorated on a quarterly basis. 2. Refunds: Refunds of membership will be determined by the Executive Council on a case-by-case basis. 3. Sponsorship and Advertising: Funds may be raised through business sponsorships and/or advertising in the Club newsletter. Such arrangements shall be executed by a contract signed by two Club officers and the business involved. These arrangements are intended to offset operating costs while keeping membership dues as low as possible. Club members that are active duty military or DOD employees are prohibited from all activities involving solicitation. 4. Other Fund-Raising Events: Other fund-raising events may be conducted from time to time as authorized by the Executive Council to fund Club expenses and/or activities. Such events will conform to all DOD, U.S. Air Force and Base policies regarding such activities. 5. Expenditure of Funds: Expenditure of funds must be approved by a simple majority vote of the Executive Council for the expenditures of more than $200.00. Article VI - Activities The activities of the Club will be proposed by the membership. The proposed activities will be presented to the membership to determine interest. The Activity Director will perform in accordance with the By - Laws. Article VII - Meetings and Quorums 1. Meetings: The President, or in his/her absence, the Vice President, will call meetings of the Club membership and Executive Council. 2. Quorums: A quorum of all actions for the Club is defined as a minimum of 20 Active Members. Meetings with less than a quorum present will be conducted for Club information and status purposes only. A majority vote of all Active Members present will be required to approve any action or decide any issue for all actions other than amendments to the Constitution or changes to the By - Laws. Article VIII - Adoption and Amendments 1. Alterations or amendments to the Constitution shall require an Ayes vote of at least two thirds of the Active Members present. Alterations or amendments to the By - Laws shall require an Ayes vote of a simple majority of the Active Members present. The President shall vote only as a tiebreaker. 2. All proposed changes must be submitted to the general membership. Discussion will follow the proposal. All proposals will then follow a four step process: a. Proposed change will be voted on by the Executive Council; a simple majority in favor of the change is required for the proposal to proceed, b. The membership will be notified of the proposal, c. The proposed changes are presented at Club meeting, d. At the following meeting, a two-thirds majority vote of the members present is required to approve the Constitution and a simple majority vote of the members present is required to approve the By - Laws. 3. All voting will require official documentation to the minutes. 4. All changes or amendments to the Constitution or By - Laws are subject to final review by the installation commander prior to final adoption. Article IX - Dissolution In the case of dissolution of the organization, whatever funds are contained in the treasury at that time will be used to satisfy any outstanding debits, liabilities, or obligations. The balance of the assets will be disposed of as determined by the membership. A special meeting will be held, and disposal will be determined by a simple majority of the members present. Article X - Risk Management The Executive Council shall annually evaluate how to best manage liability to the Club through risk avoidance, risk minimization, insurance and other means. Resources outside the Club may be sought in this effort. Commensurate with risk involved, the Club will secure and maintain adequate insurance coverage to comply with AFI 34-223 28 Aug. 2001, Paragraph 10.11. This coverage must provide liability coverage against personal injury and property damage claims that may arise from the activities of the Club or its members. Fidelity insurance to protect the Club against misappropriation or embezzlement by members is optional. Article XI - Adoption This Constitution and By - Laws shall become effective upon adoption and affirmative vote of two thirds of the Active Members present at the appropriately scheduled meeting, and by approval of the Installation Commander, Hill Air Force Base. SIGNED Gerald E. Austin President, Hill Ski Club Approve/Disapprove SIGNED Sebastian V. Romano, Col, USAF Commander 01 March 2003 5 2003 Rev A