ALPENTAL SKI PATROL

BYLAWS

ARTICLE I

MEMBERSHIP

I.1 Qualifications

Membership of the Alpental Ski Patrol shall consist of persons who have completed the training requirements for a registered member in the National Ski Patrol System, Inc. and have been selected by the Board of Trustees.

I.2 Membership Classifications

Members will be classified in accordance with categories established by the National Ski Patrol System, Inc.. Regardless of classification achieved, members will not be relieved from performing their basic duties associated with the classification of Ski Patroller.

I.3 Status of Membership

Membership in the Alpental Ski Patrol is personal and may not be transferred by any means.

I.4 Termination of Membership

Membership in the Alpental Ski Patrol may be terminated for: failure to actively support the patrol's purposes, failure to participate in required patrol activities, or for action detrimental to the best interests of the Alpental Ski Patrol. Removal of a member shall require the affirmative vote of a majority of the Board of Trustees. In the event that any such termination or removal is contemplated, the Board of Trustees shall notify the member, in writing, of the reasons for the proposed action, and of the time and place of the meeting of the Board of Trustees at which termination is to be considered, not later that ten (10) days prior thereto. At the meeting of the Board of Trustees, the member in question shall be entitled to respond to the stated reasons for removal and be heard prior to the taking of any vote.

In the event that the Board of Trustees votes to remove a member, the removed member may appeal the decision of the Board of Trustees to the membership of the Alpental Ski Patrol at a special meeting called upon the member’s request in accordance with paragraph II.2. The removed member may be retained upon receipt of an affirmative vote from two-thirds (2/3) of the voting members present at such a meeting. At the special membership meeting, the removed member shall be entitled to respond to the stated reasons for removal and be heard prior to the taking of any vote. This appeal procedure shall not infringe upon the removed members right to appeal to the next senior representatives of the National Ski Patrol System, Inc. as documented in The Ski Patroller's Manual.

I.5 Leave of Absence

Any member of the Alpental Ski Patrol may obtain a leave of absence for one year provided that application is made in advance and in writing to the Board of Trustees. At the end of the first one year period of leave and upon good cause shown in writing and submitted to the Board of Trustees, a member may have their leave of absence extended for an additional year. Such leave of absence, if granted by the board, shall in no way relieve an Alpental Ski Patrol member from any National Ski Patrol System, Inc. or local patrol requirement necessary for carrying out patrol duties.

ARTICLE II

MEETING OF MEMBERS

II.1 Annual Meeting

The annual meeting of the members for the election of Patrol Director and Trustees, to succeed those whose terms expire, and for the transaction of such other business as may properly come before the meeting, shall be held each year during the month of April at a place designated pursuant to notice given in accordance with paragraph II.3.

II.2 Special Meetings

Special meetings of the membership for any purpose or purposes, may be called at any time by the Board of Trustees at such time and place as the Board of Trustees may prescribe. Special meetings of the members may also be called by members having at least one-fifth (1/5) of the votes entitled to be cast at such a meeting. In the event that such be the case, it shall be the duty of the secretary upon request by such names, to call a special meeting of the membership to be held at such time and place as the secretary may fix, not less than ten (10) nor more than fifty (50) days after the receipt of that request. If the secretary neglects or refuses to issue the call within five days of such receipt, the members making the request may issue the call, specifying therein the time and place of the meeting.

II.3 Notice of Meetings

Written or printed notices stating the date, place and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to all members of the patrol not less than ten (10) days nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the Patrol Director or the secretary, or the members calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at the member’s address as it appears in the record of the patrol, with postage thereon prepaid.

II.4 Quorum

Members holding one-half (1/2) of the votes entitled to be cast at any meeting, represented in person or by proxy, shall constitute a quorum.

II.5 Proxy

At any membership meeting, any entitled member may vote by proxy executed in writing by the member. Such proxy shall be valid only if executed and dated within thirty (30) days of the date of the meeting at which the proxy vote of the voting member is to be cast.

II.6 Voting Member Defined

Any member of the National Ski Patrol System, Inc., who is currently a dues paying member of the Alpental Ski Patrol, at the time of the taking of any vote, shall be entitled to vote, provided that the member in question is not on leave of absence by action of the Board of Trustees pursuant to paragraph I.5 or registered with the National Ski Patrol System Inc. in an Alumni, Inactive, or Lifetime Alumni classification.

ARTICLE III

BOARD OF TRUSTEES

III.1 Powers and Qualifications

The affairs of the Alpental Ski Patrol shall be managed by the Board of Trustees who shall be elected by the voting membership of the patrol. The expenditure of any funds except for maintenance of the patrol must be approved by a majority vote of the Board of Trustees. All members of the Board of Trustees must be voting members of the Alpental Ski Patrol as defined in paragraph II.6. All members of the Board of Trustees must have reached the age of 18 years prior to the start of any term for which they have been elected or appointed.

III.2 Number and Election

The Board of Trustees shall consist of six (6) trustees and the Patrol Director. The Board of Trustees by amendment of these bylaws, may increase or decrease the number of trustees provided that, no decrease in the number shall have the effect of shortening the term of any incumbent or reducing the number of trustees to less than three.

All trustees shall be elected for two-year terms, and, regardless of the number of trustees, at least one-half (1/2) but no more than two-thirds (2/3) will be elected in any one year. Each trustee shall hold office for the term for which they are elected and until their successor shall have been elected and qualified. The yearly term of office for the Board of Trustees shall coincide with the fiscal year of the Alpental Ski Patrol.

III.3 Vacancies

The Board of Trustees shall have power to fill any vacancy occurring on the board and any trusteeship created by reason of an increase in the number of trustees by amendment to these bylaws. The trustee appointed or elected, as the case may be, shall stand for election for the remainder of the specified term for such position at the next annual membership meeting.

ARTICLE IV

MEETINGS OF BOARD OF TRUSTEES

IV.1 Annual Meeting

The annual meeting of the Board of Trustees shall be held at the earliest opportunity, not to exceed thirty (30) days after the annual membership meeting at such a place as determined by the Board of Trustees.

IV.2 Special Meetings

Special meetings of the Board of Trustees may be held at any place, at any time, whenever called by the Patrol Director or secretary, or any two (2) or more trustees.

IV.3 Closed meetings

Closed meetings of the Board of Trustees are prohibited.

IV.4 Notice of Meetings

No notice of the annual meeting of the Board of Trustees shall be required. Notice of time and place of any special meetings of the Board of Trustees shall be given by the secretary, or by the person or persons calling the meeting, by mail, telegram, or by personal communication over the telephone or otherwise, at least three (3) days prior to the date on which the meeting is to be held. Attendance of a trustee at any such meeting shall constitute a waiver of notice of such meeting, except where the trustee attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted and the purpose of any meeting of the Board of Trustees must be specified in the notice or any waiver of notice of such meeting. Any trustee may submit a sealed ballot on any issue or matter proposed in advance of any meeting they are unable to attend.

IV.5 Quorum

A majority of the Board of Trustees shall constitute a quorum for the transaction of business. Not withstanding those issues that by these bylaws require a two-thirds (2/3) vote of the Board of Trustees, the act of the majority of the entire board, at a meeting at which a quorum is present, shall be the act of the Board of Trustees. At any meeting of the Board of Trustees at which a quorum is present, any business may be transacted, and the board may exercise all of its powers. Any sealed ballot delivered to a meeting of the Board of Trustees in accordance with paragraph IV.4, shall, for the purpose of constituting a quorum for a vote on the specific issue to which the ballot pertains, be the same as if the trustee is present.

ARTICLE V

ACTIONS BY WRITTEN CONSENT

Any corporate action required or permitted by the articles of association or bylaws, or by the laws of the State of Washington, to be taken at a meeting of the members or trustees of the Alpental Ski Patrol, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the members or trustees entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be described as such.

ARTICLE VI

WAIVER OF NOTICE

Whenever any notice is required to be given to any member or trustee of the Alpental Ski Patrol by the articles of incorporation or bylaws, or by the laws of the State of Washington, a waiver thereof in writing signed by the person of persons entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice.

ARTICLE VII

OFFICERS

VII.1 Officers Enumerated

The officers of the Alpental Ski Patrol shall be a Patrol Director, an Assistant Patrol Director, a Secretary, a Treasurer and such other officers and assistant officers as may be deemed necessary by the Board of Trustees. With the exception of the Patrol Director, all officers shall be annually elected by the Board of Trustees and shall serve until their successors are duly elected and qualified. The term of office shall coincide with the fiscal year of the Alpental Ski Patrol. No member shall hold more than one office at the same time. In addition to such powers and duties specified below, the officers shall have such powers and perform such duties as the Board of Trustees may prescribe.

VII.2 Patrol Director

The Patrol Director shall be a member of the Board of Trustees and shall be elected for a two year term at the time at which the members shall elect the Board of Trustees. Candidates for the office of Patrol Director may stand for election only with the prior approval of the Alpental Ski Area Manager. The term of office shall coincide with the fiscal year of the Alpental Ski Patrol. No person shall serve more than two (2) consecutive terms as Patrol Director. The Patrol Director must meet all qualifications and shall exercise such powers and duties as set forth by the National Ski Patrol System, Inc., excepting where such powers and duties delegated by National Ski Patrol System Inc. are in conflict with, the articles of association or bylaws, or directives of the Board of Trustees, of the Alpental Ski Patrol. The Patrol Director shall preside at meetings of the Board of Trustees and of the membership.

VII.3 Assistant Patrol Director

In the temporary absence or disability of the Patrol Director, the assistant Patrol Director shall exercise such powers and duties as set forth in paragraph VII.2, except that the assistant Patrol Director shall not be entitled to vote as a member of the Board of Trustees in place of the Patrol Director. This provision shall have no effect on the assistant Patrol Director's responsibility to serve as a duly elected member of the Board of Trustees if such be the case.

VII.4 Secretary

The secretary shall maintain records of the proceedings of the Board of Trustees and of the membership and shall maintain the articles of association and bylaws in current form, making changes and or amendments as required by action of the Board of Trustees.

The secretary shall cause the membership roster to be maintained in current status at all times. At any meeting of the patrol at which a vote is taken, the secretary shall warrant that all votes cast are done so in accordance with the bylaws of the patrol.

The secretary shall sign all registration certificates as issued by the National Ski Patrol System, Inc.,. when not signed by the Patrol Director, and when requested by the Patrol Director to do so.

The secretary shall sign and execute with the Patrol Director all deeds, bonds, contracts and other obligations or instruments in the name of the Alpental Ski Patrol.

VII.5 Treasurer

The treasurer shall have the care and custody of and be responsible for all funds and investments of the Alpental Ski Patrol; shall cause to be kept, regular books of account; shall cause to be deposited all funds and other valuable effects in the name of the Alpental Ski Patrol in such depositories as may be designated by the Board of Trustees, and shall perform all other duties appropriate to the office of treasurer.

VII.6 Vacancies

Vacancies in any office arising from any cause may be filled by the Board of Trustees at any regular or special meeting.

VII.7 Remuneration

Any remuneration of officers or agents of the Alpental Ski Patrol for services performed shall be fixed by the Board of Trustees.

VII.8 Removal

All officers, including the Patrol Director, may be removed by the Board of Trustees for acts contrary to the goals and purposes of the Alpental Ski Patrol or contrary to the bylaws and or articles of association. Such removal requires the affirmative vote of two-thirds (2/3) of the Board of Trustees. In addition, the Patrol Director may be removed from office by his or her immediate senior National Ski Patrol System Inc. officer with the approval of the Division Director, for good cause shown.

ARTICLE VIII

ADMINISTRATIVE AND FINANCIAL PROVISIONS

VIII.1 Annual Dues

Annual membership dues shall be payable in advance, prior to filing of the annual fall registration with the National Ski Patrol System Inc. national office. Dues shall be paid to the treasurer of the Alpental Ski Patrol. The membership dues shall be set by the affirmative vote of two-thirds (2/3) of the Board of Trustees.

VIII.2 Fiscal Year

The fiscal year of the Alpental Ski Patrol shall be July 1 through June 30.

VIII.3 Loans Prohibited

No loans shall be made by the Alpental Ski Patrol to any officer or to any trustee.

VIII.4 Books and Records

The Alpental Ski Patrol shall keep current and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Trustees and committees having any of the authority of the Board of Trustees, and shall keep at its registered office a register of the names and addresses of its members entitled to vote. All books and records of the Alpental Ski Patrol may be inspected by any dues paying member or their agent or attorney for any proper purpose at any reasonable time.

VIII.5 Amendments of the Bylaws

These bylaws may be altered, amended or repealed by the affirmative vote of two-thirds (2/3) of the Board of Trustees at any annual or special meeting of the board.

VIII.6 Rules of Procedure

The rules of procedure at meetings for the membership and the Board of Trustees of the Alpental Ski Patrol shall be the rules contained in Robert's Rules of Order of Parliamentary Procedure, as amended, so far as applicable and when not inconsistent with these bylaws, the articles of association, or with any resolution of the Board of Trustees.

VIII.7 Tax Exempt Status

The Alpental Ski Patrol, through its’ membership in the Northwest Region of the Pacific Northwest Division of the National Ski Patrol System, Inc., is a tax exempt organization under Sections 501C(1), 501C(3) and other provisions of the Internal Revenue Code. The Alpental Ski Patrol is subject to the following limitations or restrictions:

(a) No part of the net earnings of, or contributions to, the Alpental Ski Patrol or any part thereof will inure to the benefit of any private individual.

(b) The Alpental Ski Patrol shall not engage in any of the prohibited transactions set forth in Section 503 of the Internal Revenue Code.

(c) Upon termination of the functions of the Alpental Ski Patrol for any reason, the net assets of the Alpental Ski Patrol shall be transferred to such organizations operated exclusively for charitable, educational, religious or scientific purposes which at the time qualify as exempt organizations under Section 501C(1&3) of the Internal Revenue Code as the Board of Trustees shall determine.

(Revised 6/3/97, Reviewed/Accepted 3/2/10)