San Antonio Figure Skating Club--Bylaws Revised 2004

BYLAWS OF THE SAN ANTONIO FIGURE SKATING CLUB

ARTICLE ONE: OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the San Antonio Figure Skating Club (hereinafter referred to as (S.A.F.S.C.) is located in the Crystal Ice Palace, 12332 West I-H 10, San Antonio, Texas 78227, in the County of Bexar, State of Texas.

SECTION 2. CHANGE OF ADDRESS

The designation of the County of State of the S.A.F.S.C’s principal office may be changed by amendment of Bylaws. The Board of Directors may change the principal office from one location to another within Bexar County by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.

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ARTICLE TWO: NONPROFIT PURPOSES

SECTION 1. IRC SECTION 501 (C)(3) PURPOSES

The S.A.F.S.C. is organized for one or more of the purposes as specified in Section 501 (C)(3) of the Internal Revenue Code and/or the Texas Non-Profit Corporation Act.

SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES

The specific objectives and purposes of the S.A.F.S.C. shall be:

(a) To encourage the instruction, practice, and advancement of its members in the sport of figure skating on ice, including, but not limited to, compulsory figures, free skating, pair

skating, dance skating, and all types of amateur skating;

(b) To cultivate a spirit of fraternal feeling and good sportsmanship among ice skaters;

(d) To educate the public about the sport of figure skating on ice;

(e) To perform general acts which may be necessary, advisable, proper, or incidental in the realization of the objectives and purposes of this organization.

(f) To carry out the general policies of the United States Figure Skating Association.

ARTICLE THREE: DIRECTORS

SECTION 1. NUMBER

The corporation shall have seven directors and collectively that shall be known as the Board of Directors. The Directors shall be the President, Vice President, Secretary, and Treasurer of the Club with three (3) additional elected Directors, designated as Director No. 1, Director No. 2, Director No. 3, and Director No. 4.

SECTION 2. QUALIFICATIONS

A director shall be at least eighteen (18) years of age, a member of the S.A.F.S.C. in good standing, and eligible to hold office based on membership category. (See Article 13, Section 2).

SECTION 3. POWERS

Subject to the provisions of the laws of this State and any limitations in the Articles of Incorporation and these Bylaws related to action required or permitted to be taken or approved by the members of the S.A.F.S.C., the activities and affairs of the S.A.F.S.C. shall be conducted and all S.A.F.S.C. powers shall be exercised by or under the direction of the Board of Directors.

SECTION 4. DUTIES

It shall be the duty of the Directors:

(a) To perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation or by these Bylaws;

(b) To appoint and remove, and, except as otherwise provided in these Bylaws, prescribe the duties of all officers and agents of the S.A.F.S.C;

(d) To meet at such times and places as required by these Bylaws;

(e) To register their addresses with the Secretary of the S.A.F.S.C. (Notices of meetings mailed to them at such addresses shall be valid notices thereof);

(f) To accept from the Treasurer a proposed budget of anticipated expenditures for the coming year (See Article Four, Section 9) and submit same to the general membership along with proposals of revenue to meet same;

(g) To elect a delegate or delegates to the United States Figure Skating Association’s Governing Council.

SECTION 5. TERM OF OFFICE

Beginning with the election year 2000, the President, the Treasurer, and Director No. 2 shall be elected for a term of two (2) years, and these officer shall be elected in even numbered years. In the year 2000, the Vice President, Secretary, Director No. 1, and Director No. 3 shall be elected for a term of one year. In the year 2001, the Vice President, Secretary, Director No. 1 and Director No. 3 shall be elected for a term of two (2) years, and thereafter these officers shall be elected in odd-numbered years. Directors shall assume office on May 1 of the election year and serve through April 30 of the following year.

SECTION 6. COMPENSATION

Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

SECTION 7. PLACE OF MEETINGS

Meetings shall be held at the principal office of the S.A.F.S.C. unless otherwise provided by the Board or at such other place as may be designated from time-to-time by resolution of the Board of Directors.

SECTION 8. REGULAR MEETINGS

Regular meetings of the Directors shall be held monthly at a time designated by resolution of the current Board of Directors.

SECTION 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairperson/President of the Board, the Vice-President, the Secretary, by any two Directors, or, if different, by the person specifically authorized under the laws of this State to call special meetings of the Board. Such meetings shall be held at the principal office of the S.A.F.S.C., or, if different, at the place designated by the person or persons calling the special meeting. No

business may be conducted at a special meeting except that of which notice was given.

SECTION 10. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

(a) Regular meetings: Notice of all regular meetings shall be posted on the San Antonio Figure Skating Club’s bulletin board at the club’s home rink at least seven days in advance thereof.

(b) Special meetings: At least a twenty-four hour notice to the Board shall be given by the person or persons calling a special meeting. The notice shall state the date, time, and place of the meeting, the purpose for which the meeting was called, and the name(s) of the person(s) requesting the meeting.

SECTION 11. QUORUM FOR MEETINGS

A quorum shall consist of a majority of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.

SECTION 12. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provision of law require a greater percentage of different voting rules for approval of a matter by the Board.

SECTION 13. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the Chairperson/President of the Board, or, in his or her absence, by the Vice President, or in the absence of each of these persons, by a Chairperson chosen by a majority of Directors present at the meeting. The Secretary of the S.A.F.S.C. shall act as Secretary of all meetings of the Board; in the event of his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

SECTION 14. VACANCIES

Vacancies on the Board of Directors shall exist

(1) on the death, resignation or removal of any director, and

(2) whenever the number of authorized directors is increased.

Any Director may resign effective upon giving written notice to the Chairperson/President or to the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the S.A.F.S.C. would be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the office of the Attorney General or other appropriate agency of this state.

A Director may be removed from office when his or her conduct is deemed detrimental to the welfare and stated purpose of this organization or for failing or neglecting to perform the duties of office as required by these Bylaws. Removal of a Director will require a two-thirds vote of the voting members attending a duly called special or general membership meeting.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws, or provisions of law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by an appointment by the President with the approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fulfill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation, or removal from office.

SECTION 15. NON-LIABILITY OF DIRECTORS

The Directors shall not be personally liable for the debts, liabilities or other obligations of the S.A.F.S.C.

SECTION 16. INDEMNIFICATION BY S.A.F.S.C. OF DIRECTORS AND OFFICERS

The Directors and Officers of the S.A.F.S.C. shall be indemnified by the corporation to the fullest extent permissible under the laws of this State.

SECTION 17. INSURANCE FOR S.A.F.S.C. DIRECTORS/AGENTS

Except as may be otherwise provided under the provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the S.A.F.S.C. (Including a Director, Officer, or other Agent of the S.A.F.S.C.) against liabilities asserted against or incurred by the Agent in such capacity or arising out of the Agent’s status as such, whether or not the S.A.F.S.C. would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law.

ARTICLE 4: OFFICERS

SECTION 1. DESIGNATION OF OFFICERS

The Officers of the S.A.F.S.C. shall be a President, a Vice-President, a Secretary, and a Treasurer. The President shall serve as Chairman of the Board.

SECTION 2. QUALIFICATIONS

See Article 3, Section 2.

SECTION 3. ELECTION OF OFFICERS

See Article 6.

SECTION 4. TERMS OF OFFICE

Beginning with the election year 2000, the President, the Treasurer, Director No. 2, and Director No. 4 shall be elected for a term of two (2) years, and these officers shall be elected in even numbered years. In the year 2000, the Vice President, Secretary, Director No. 1, and Director No. 3 shall be elected for a term of one year. In the year 2001, the Vice President, Secretary, Director No. 1 and Director No. 3 shall be elected for a term of two (2) years, and thereafter these officers shall be elected in odd-numbered years. Directors shall assume office on May 1 of the election year and serve through April 30 of the following year. Each Officer shall hold office until his or her successor is elected and qualifies. Officers shall assume office on May 1st of the election year to serve through

April 30^th of the following year. An Officer elected for a two (2) year term may not hold the same office for more than two (2) consecutive terms. An Officer elected for a one (1) year term may thereafter be elected to serve two (2) consecutive terms in the same office, but no Officer may serve more than five (5) consecutive years in the same office.

SECTION 5. REMOVAL AND RESIGNATION

See Article 3, Section 14.

SECTION 6. VACANCIES.

See Article 3, Section 14.

SECTION 7. DUTIES OF THE PRESIDENT

The President shall be the chief executive Officer and Chairperson of the Board of the S.A.F.S.C. and shall, subject to the control of the Board of Directors, supervise and control the affairs of the S.A.F.S.C. and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time-to-time by the Board of Directors. The President shall preside at all meetings of the Board of Directors and of the general membership. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she, shall, in the name of the S.A.F.S.C., execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time-to-time, be authorized by the Board of Directors.

Further, the President shall have the power to suspend any member for violating the Bylaws or Rules of this organization pending the approval of the Board; to call special Board meetings and general membership meetings; and appoint chairman and members of the standing committees upon approval of the Board. The President, together with the Secretary, shall sign all agreements and contracts made by this organization, upon approval of the Board.

SECTION 8 DUTIES OF THE VICE-PRESIDENT

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President shall perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions on the President. The Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the President or the Board of Directors.

SECTION 9 DUTIES OF THE SECRETARY

The Secretary shall:

Certify and keep at the principal office of the S.A.F.S.C. the original or a copy of these Bylaws, as amended or otherwise altered, to date. Keep at the principal office of the S.A.F.S.C. or at such other place as the Board may determine, a book of minutes of all meeting of the Board of Directors and of the general membership, recording therein the time and place of holding, whether regular or special, how called, how notice there of was given, the names of those present or represented at the meeting, and the proceedings thereof. Post unofficial minutes of the above meetings on the S.A.F.S.C. bulletin board at the home rink within ten (10) days after said meetings. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law or the Articles of Incorporation. Be custodian of the records and of the seal of the S.A.F.S.C. and affix the seal, as authorized by law or the provision of these Bylaws, to duly executed documents of the corporation. Keep at the principal office of the S.A.F.S.C. a membership book containing the name and address of every member, including: the date that each member joined, an up-to-date status of each member (current, deceased, suspended or expelled), the category of membership, and the voting right of each member. Exhibit at all reasonable times to any director of the S.A.F.S.C., on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the S.A.F.S.C.

Furnish members with the Bylaws, a membership list, and other S.A.F.S.C. information as directed by the Board of Directors. Prepare correspondence of the S.A.F.S.C. as directed by the President or Board of Directors.

SECTION 10. DUTIES OF THE TREASURER

The Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the S.A.F.S.C., and deposit all such funds in the name of the S.A.F.S.C. in such banks, trust companies, or other depositories as shall be selected by the Board of Directors Receive and give receipt for monies due and payable to the S.A.F.S.C. from any source. Disburse, or cause to be disbursed, the funds of the S.A.F.S.C. as directed by the Board of Directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the S.A.F.S.C.’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any director of the S.A.F.S.C.

Render to the President and Directors, whenever possible, an account of any or all of his or her transactions as Treasurer and of the financial condition of the S.A.F.S.C.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports, including all documents required by the Internal Revenue Service and/or other government taxing entities. Prepare, or cause to be prepared, a budget to be submitted to the Board and general membership no later than the August meeting of the current fiscal year. Prepare, or cause to be prepared, any and all financial reports necessary for sanctions granted by the United States Figure Skating Association. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, by these Bylaws, by the United States Figure Skating Association, or which may be assigned to him or her from time-to-time by the Board of Directors.

SECTION 11. DUTIES OF THE DIRECTORS

All Directors shall perform duties as assigned by the President of the S.A.S.F.C., and in addition to those duties:

Director No. 1 shall assist the Secretary with maintaining the membership records.

Director No. 2 shall assist the Treasurer with the financial records of the S.A.F.S.C., including the completion and filing of necessary tax returns with the Bureau of the Internal Revenue and the Comptroller of the State of Texas.

Director No. 3 may be a Professional or restricted member of the S.A.F.S.C., and shall act as liaison between the Board of Directors and Members of the S.A.F.S.C. and the Professional Members of the S.A.F.S.C.

Director No. 4 shall be responsible for public relations and shall act as liaison between the Board of Directors and the Crystal Ice Palace and as liaison between the Board of Directors and the General Membership of the S.A.F.S.C.

ARTICLE FIVE: DELEGATES TO THE UNITED STATES FIGURE SKATING ASSOCIATION’S GOVERNING COUNCIL

A delegate or delegates to the United States Figure Skating Association (U.S.F.S.A.) shall be elected by the Board of Directors (See Article 3, Section 4(g)) with the approval of the general membership. Said delegate(s) shall be the sole representative(s) between the S.A.F.S.C. and the U.S.F.S.A. and shall attend their meetings either in person or by proxy. The Board may, as it seems fit, pay all or a portion of the travel expenses of the delegate(s) to U.S.F.S.A. meetings.

ATICLE SIX: NOMINATION AND ELECTION OF DIRECTORS AND OFFICERS

SECTION 1. TIME

Elections shall be held during the last week of March of each year. The Board will send its list of officers to the United States Figure Skating Association by the stipulated deadline of the United States Figure Skating Association.

SECTION 2. NOMINATING COMMITTEE

Each year a nominating committee shall be appointed by the Board of Directors at least sixty (60) days in advance of the annual election. This committee shall consist of two (2) members of the Board and a member of the S.A.F.S.C. who is at least eighteen (18) years old and not a member of the Board. The Nominating Committee will nominate Officers and Board of Director candidates. A nomination may also be made by a nominating petition signed by at least four (4) voting members of the S.A.F.S.C. and presented to the nominating committee on or before the 15^th of February.

SECTION 3. VOTING

Ballots shall be mailed to all voting members on or before March 1. Members may cast their ballots by mail addressed to the Secretary of the S.A.F.S.C., by depositing the ballot in the S.A.F.S.C.’s mail box at the Crystal Ice Palace, or in person at the March Election Meeting held for the purpose of counting the ballots. Ballots not received in the mail in time to be counted shall be invalid. The March Election Meeting shall be open to all

members, though the actual counting of the ballots shall be conducted under the supervision of the Secretary or such other person as the Board of Directors may designate. Candidates who are unopposed shall automatically assume office on the appropriate date.

SECTION 4. RECORDS RETENTION

The Secretary shall preserve the records of an election for one year.

ARTICLE SEVEN: COMMITTEES

SECTION 1. STANDING COMMITTEES

The Standing Committees of the S.A.F.S.C. is (are):

MEMBERSHIP COMMITTEE: The Membership Committee shall be composed of a Chairman and members as approved by the Board of Directors. They shall review the registration forms of all applicants. They shall also actively sponsor membership drives and seek new members for all categories of membership.

Except where otherwise specified in these Bylaws, all Chairpersons of standing committees shall serve from September 1 through August 31 of the following year.

SECTION 2. OTHER COMMITTEES

OTHER COMMITTEES: The S.A.F.S.C. shall have such other committees as may, from time-to-time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board. The President and/or Board of Directors shall assign to these committees responsibility and authority as deemed necessary.

SECTION 3. MEETINGS AND ACTIONS OF COMMITTEES

Meetings and actions of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in context of such Bylaws provisions as are necessary to substitute the committee and its members for the Board of Directors, except that the time for regular and special meeting of committees may be fixed by resolution of the Board of Directors of by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE EIGHT: EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may, by resolution, authorize any Officer or Agent of the S.A.F.S.C. to enter into any contract or execute and deliver any instrument in the name of or on behalf of the S.A.F.S.C.; and such authority may be general or confined to specific instances. Unless so authorized, no Officer, member or Agent of the S.A.F.S.C. shall have power or authority to bind the S.A.F.S.C. by any contract or engagement or to pledge its credit or to render it liable monetarily.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the S.A.F.S.C.

SECTION 3. DEPOSITS

All funds of the S.A.F.S.C. shall be deposited from time-to-time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 4. GIFTS

The Board of Directors may accept on behalf of the S.A.F.S.C. any contribution, gift, bequest, or devise for the nonprofit purposes of the S.A.F.S.C.

ARTICLE NINE: CORPORATE RECORDS, REPORTS, AND SEAL

SECTION 1. MAINTENANCE OF S.A.F.S.C. RECORDS

The S.A.F.S.C. shall keep at its principal office:

SECTION 9. Minutes of all meetings of Directors, of committees of the Board, and of the general membership indicating the time and place of holding such meeting, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursement, gains and losses;

(d) A copy of the S.A.F.S.C.’s Articles of incorporation and Bylaws, as amended to date, which shall be open to inspection by the members of the S.A.F.S.C. at all reasonable times during office hours.

SECTION 2. CORPORATE SEAL

The Board of Directors may adopt, use, and at will, alter a corporate seal. Such seal shall be kept at the principal office of the S.A.F.S.C. Failure to affix the seal to S.A.F.S.C. instruments, however, shall not affect the validity of any such instrument.

SECTION 3. DIRECTORS’ INSPECTION RIGHTS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the S.A.F.S.C. and shall have such other rights to inspect the books, records, and properties of the S.A.F.S.C. as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

SECTION 4. MEMBERS’ INSPECTION RIGHTS

Each and every member shall have the following inspections rights for a purpose reasonably related to such person’s interest as a member:

SECTION 9. To inspect and copy the record of all members’ names, addresses, and voting rights, at reasonable times, upon written demand on the Secretary of the S.A.F.S.C., which demand shall state the purpose for which the inspection rights are requested.

(b) To obtain from the Secretary of the S.A.F.S.C., upon written demand on, and payment of a reasonable charge to, the Secretary of the S.A.F.S.C., a list of names, addresses, and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the dates specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The

membership list shall be made within a reasonable time after the demand is received by the Secretary of the S.A.F.S.C. or after the date specified therein as of which the list is to be compiled.

Board or committees of the Board, upon written demand on the Secretary of the S.A.F.S.C. by the member, for a purpose reasonably related to such person’s interests as a member.

Members shall have such other rights to inspect the books, records, and properties of the S.A.F.S.C. as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person, and the right to inspection shall include the right to copy and make extracts.

SECTION 6. PERIODIC REPORT

the Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this State or to the members of the S.A.F.S.C. to be so prepared and delivered within the time limits set by law.

ARTICLE TEN: IRC 501 ©(3) TAX EXEMPTION PROVISIONS

SECTION 1. LIMITATIONS ON ACTIVITIES

No substantial part of the activities of the S.A.F.S.C. shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the Internal Revenue Code); and the S.A.F.S.C. shall not participate in or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these Bylaws, the S.A.F.S.C. shall not carry on any activities not permitted to be carried on

SECTION 9. by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue

Code; or,

(b) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal

Revenue Code.

SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of the S.A.F.S.C. shall inure to the benefit of or be distributed to its members, Directors or Trustees, Officers, or other private persons, except that the S.A.F.S.C. shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the S.A.F.S.C.

SECTION 3. DISTRIBUTION OF ASSETS

Upon the dissolution of the S.A.F.S.C., its assets remaining after payment, or provision for payment, of all debts and liabilities of the S.A.F.S.C. shall be distributed to the United States Figure Skating Memorial Fund, or for one or more exempt purposes within the meaning of Section 501©(3) of the Internal Revenue Code. Such distribution shall be made in accordance with all applicable provisions of the laws of this State.

SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS.

In any taxable year in which the S.A.F.S.C. is a private foundation as described in Section 509(a) of the Internal Revenue Code, the S.A.F.S.C.

SECTION 9. shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code;

(2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code;

(3) shall not retain any excess business holdings as defined in Section 4943© of the Internal Revenue

Code;

(4) shall not make any investments in such manner as to subject the S.A.F.S.C. to tax under Section 4944 of the Internal Revenue Code; and,

(5) shall not make any taxable expenditures defined in Section 4945(d) of the Internal Revenue Code.

ARTICLE ELEVEN: AMENDMENT OF BYLAWS

Subject to the power of the members of the S.A.F.S.C. to adopt, amend, or repeal the Bylaws of this organization, and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of a two-thirds vote of Board of Directors.

ARTICLE TWELVE: CONSTRUCTION AND TERMS

If there be any conflict between the provisions of these Bylaws and the Articles of Incorporation, the provisions of the Articles of Incorporation shall govern.

Should any provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holdings.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation of the S.A.F.S.C. filed with an office of this State and used to establish the legal existence of this organization.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986, as amended from time-to-time, or to corresponding provisions of any future federal tax legislation.

ARTICLE THIRTEEN: MEMBERS

SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS

There shall be seven (7) categories of membership in the S.A.F.S.C.

SECTION 9.

(a) Senior Member.

(b) Junior Member.

(d) Professional Member.

(e) Associate Member.

(f) Patron.

(g) Basic Skills Associate.

No member shall hold more than one membership in the S.A.F.S.C. Except as expressly provided in or authorized by the Articles of Incorporation, these Bylaws, or provisions of law, all memberships shall have the same rights, privileges, restrictions, and conditions.

SECTION 2. QUALIFICATIONS OF MEMBERS

Any person shall have the right to become a member of the San Antonio Figure Skating Club and may become a member by registering with the United States Figure Skating Association and the San Antonio Figure Skating Club, signing an agreement to comply with the Articles of Incorporation and the Bylaws of the S.A.F.S.C., and paying the necessary fees and dues. All members of the S.A.F.S.C. must be members of the United States Figure Skating Association. Membership qualifications are subject to the United States Figure Skating Association Rules, the Articles of Incorporation of this organization, these Bylaws, and provisions of law.

SECTION 9. Senior members are those members eighteen (18) years old or older on September 1 of the membership year. Senior members pay ice fees and have all the rights and privileges provided by this corporation, and may vote, hold elected office, and chair committees.

(b) Junior members are those members who have not reached the age of eighteen(18) years on September 1 of the membership year. Junior members pay ice fees and have all the rights and privileges provided by the S.A.F.S.C. except they cannot vote, hold elected office, or chair committees. A Junior member must be represented by a Parent or Guardian member, or one of the following members, who is either his or her parent or legal guardian: a Senior member or a professional Member.

© Parent or Guardian members are those members who are the parents or legal guardians of a Junior member. Parent or Guardian members shall be entitled to all the rights and privileges provided by the S.A.F.S.C. except they do not pay ice fees or have ice privileges. They may vote, hold elected office, and chair committees.

(d) Professional members are skating professionals. They pay ice fees and have all the rights and privileges provided by the S.A.F.S.C. except they may not represent the S.A.F.S.C. as a delegate to the United States Figure Skating Association Governing Council. They may hold elected offices and chair committees.

(e) Associate members are individuals who are members of another figure skating club who would like to become affiliated with the S.A.F.S.C. They may skate at S.A.F.S.C. sponsored functions. Associate members may not vote, hold elected office, or chair committees.

(f) Patrons are businesses or individuals who wish to promote the sport of figure skating in San Antonio. Patrons may attend S.A.F.S.C. sponsored functions. Patrons may not vote, hold elected office, or chair committees.

(g) Basic Skills Associates are skaters who have not registered to take or have not passed the USFSA Pre-Preliminary Moves in the Field Skating Test. A Basic Skills Associate is not eligible to take any USFSA skating tests unless he or she becomes a Senior Member or Junior Member, whichever is applicable. Basic Skills Associates may skate as S.A.F.S.C. sponsored functions, including club shows, low level free styles, and club parties.

SECTION 3. ADMISSION OF MEMBERS

Applicants shall be admitted to membership by submitting a membership registration form to the Chairperson of the Membership Committee along with payment of fees and dues and an agreement to comply with the Articles of Incorporation and Bylaws of the S.A.F.S.C. All registrations shall be recorded by the Secretary.

SECTION 4. FEES AND DUES

The following fee(s) shall be charged for making application for membership in the S.A.F.S.C.:

SECTION 9. Each member must join the United States Figure Skating Association (U.S.F.S.A.) with dues to be paid to the (U.S.F.S.A.) Rule Book Designates. One subscription to Skating Magazine per family living at the same address and one set of United States Figure Skating Association Rules are included with these dues.

The S.A.F.S.C. dues shall be assessed for the following categories of memberships: Senior Member; Junior Member, Parent or Guardian Member, Associate Member, Professional Member, Patron, and Basic Skills Associate.

(b) New members joining during the year will pay the full yearly membership fee.

© The membership dues of the S.A.F.S.C. may be changed by the Board of Directors after due notice has been given to the membership. Late renewing members may be assessed an additional late fee, to be determined by the Board of Directors.

(d) Ice fees may be charged by the Board of Directors. Members will be charged for ice fees monthly or quarterly, as determined by the Board. Ice fees will generally be based on :

SECTION 9. Hourly ice rental rate as assessed by the rink management;

(b) Number of hours skated by members; and,

(e) The annual dues to the S.A.F.S.C. and membership renewal shall be no later than the date prescribed by the U.S.F.S.A. for annual membership renewal.

SECTION 5. NUMBER OF MEMBERS

There is no limit on the number of members the S.A.F.S.C. may admit.

SECTION 6. MEMBERSHIP BOOK

The S.A.F.S.C. shall keep a membership book containing the name, address, category of membership, and voting rights of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the S.A.F.S.C.’s principal office or at a place so determined by the Board of Directors.

SECTION 7. NON-LIABILITY OF MEMBERS

A member of the S.A.F.S.C. is not, as such, personally liable for the debts, liabilities, or obligations of the S.A.F.S.C..

SECTION 8. NON-TRANSFERABILITY OF MEMBERSHIPS

No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.

SECTION 9. TERMINATION OF MEMBERSHIP

The membership of a member shall terminate upon the occurrence of any of the following events:

SECTION 9. Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail; such membership terminates upon the date of delivery of the notice or date of deposit in the mail (postmark).

(b) Upon failure to renew his or her membership by paying dues on or before the due date; such termination will be effective thirty (30) days after a written notification of delinquency is given personally or by mail to such member by the Secretary of the S.A.F.S.C. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.

© After providing a member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination of the Board of Directors that the member has engaged in conduct materially or seriously prejudicial to the interest or purposes of the S.A.F.S.C.

All rights of a member in the S.A.F.S.C. shall cease on termination of membership as herein provided.

ARTICLE FOURTEEN: MEETINGS OF MEMBERS

SECTION 1. PLACE OF MEETINGS

Meetings shall be held at the principal office of the S.A.F.S.C. or at such other place or places as may be designated from time-to-time by resolution of the Board of Directors.

SECTION 2. REGULAR MEETINGS

There shall be at least two (2) regular meetings of members per year. One regular meeting shall be held for the purpose of nominating members for election to the Board of Directors and transacting other business as may come before the meeting. Another regular meeting of members shall be held for the purpose of electing Officers and

Directors and transacting other business as may come before the meeting. Officers and Directors shall be elected according to the provisions of Article Six of these Bylaws. The time of these meetings shall be designated by resolution of the Board of Directors.

SECTION 3. SPECIAL MEETINGS OF MEMBERS

Special meetings of members may be called at the direction of the President, by a majority of the Board of Directors, or upon written request to the President by ten percent (10 %) of the voting members. Such meetings shall be held at the principal office of the corporation, or, if different, at the place designated by the person or persons calling the special meeting. No business may be conducted at a special meeting except that of which

notice was given.

SECTION 4. NOTICE OF MEETINGS

SECTION 9. REGULAR MEETINGS: Notice of all regular meetings shall be posted on the San Antonio Figure Skating Club’s bulletin board at the club’s home rink at least seven (7) days in advance thereof.

(b) SPECIAL MEETINGS: At least a forty-eight (48) hour notice shall be given to each person entitled to vote at such meetings by the person or persons calling a special meeting. The notice shall state the date, time, and place of the meeting, the purpose for which the meeting was called, and the name(s) of the person(s) requesting the meeting.

If mailed, the date of the postmark shall be deemed the date of the written notification.

The notice of any meeting of members at which Directors are to be elected shall also state the names of all those who are nominees or candidates for election to the Board at the time notice is given.

Whenever any notice of a meeting is required to be given to any member of the S.A.F.S.C. under provisions of the Articles of Incorporation, these Bylaws, or the law of this State, a waiver of notice is writing signed by the member, whether before or after the time of the meeting, shall be the equivalent to the giving of such notice.

SECTION 5. QUORUM FOR MEETINGS

A quorum shall consist of ten percent (10%) of the voting members of the S.A.F.S.C.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.

SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION

Every act of decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.

SECTION 7. VOTING RIGHTS

Each member eligible to vote as prescribed in Article 13, Section 2, of these Bylaws shall be entitled to one vote on each matter submitted to a vote of the members. Voting at duly held meetings may be by voice vote. Voting members may designate a written proxy vote for meetings they cannot attend. Election of Directors, however, shall be by written ballot.

SECTION 8. ACTION BY WRITTEN BALLOT

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

SECTION 9. Set forth the proposed action;

(2) Provide an opportunity to specify approval or disapproval of each proposal;

(3) Indicate the number of responses needed to meet the quorum requirement, and, except for ballots soliciting votes for the election of Directors, state the percentage of approvals necessary to pass the measure submitted; and,

(4) Specify the date by which the written ballot must be received by the S.A.F.S.C. in order to be counted.

The date shall afford members a reasonable time within which to return the ballots to S.A.F.S.C.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meeting, as specified in these Bylaws.

Approval of action by written ballet shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are called or delivered.

SECTION 9. CONDUCT OF MEETINGS

Meetings of members shall be presided over by the President of the S.A.F.S.C., or in his or her absence, by the Vice-President of the S.A.F.S.C., or in the absence of these persons, by a chairperson chosen by a majority of voting members present at the meeting. The Secretary of the S.A.F.S.C. shall act as Secretary of the meeting.

Meetings shall be governed by the current edition of Robert’s Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

ARTICLE FIFTEEN: U.S.F.S.A. RULES AND REGULATIONS GOVERN

The activities, actions, and conduct of the San Antonio Figure Skating Club, its members, and Board of Directors, except where governed by these Bylaws, the Articles of Incorporation, or the laws of this State, shall be subject to and performed in accordance with the directives of the current Bylaws, Rules and Regulations of the United States Figure Skating Association.