BYLAWS OF WNC SKIING AND OUTING CLUB, INC.

ARTICLE I

Purposes

The purposes for which the Corporation is organized are:

a.   To operate exclusively for social and educational purposes as referred to in Sections 501(c)(7) of the Internal Revenue Code of 1954 ("The Code") or the corresponding provisions of any future United States Internal Revenue law, including, but not restricted to, the following more specific purposes, but only to the extent that they are within the scope of such exempt purposes.

b.   To promote recreational skiing in Western North Carolina;

c.   To promote fellowship among skiers;

d.   To sponsor educational seminars from time to time dealing with the

e.   To sponsor gatherings for the members of the Ski Club from time to time, to discuss its business at social and business gatherings;

f.   To increase the knowledge and skills of skiers in Western North Carolina in harmony with the sport of snow skiing;

g.   To cooperate with other organizations which share the objective of this club.

ARTICLE II

Offices

Section 1. Principal Place of Business.The principal place of business shall be Asheville, North Carolina.

Section 2. Registered Office. The registered office shall be as shown on the Articles of Incorporation, or as it may be changed from time to time.

ARTICLE III

Board of Directors

Section 1. General Powers. The Board of Directors shall have general charge and control of the affairs, funds and property of the Club, except as otherwise provided by law, by the charter of this Corporation, or by these Bylaws. It shall approve each expenditure of five hundred dollars ($500.00) which has not been included in the annual budget.

Section 2. Number and Qualification.The number of Directors of the Corporation shall be five (5). All elected directors shall be current dues paying members of the Club. Unless otherwise set forth herein, the President, Past President, Treasurer and Secretary of the Club shall be ex officio members of the Board of Directors. The President of the Club shall not simultaneously hold the positions of President and elected member of the Board of Directors. If a member of the Board is elected President, that person automatically looses his position on the Board and becomes an ex officio member of the Board, thereby creating a vacancy on the Board of Directors.

Section 3. Election. The Directors shall be elected for a term of three years at each annual meeting of members of the Club with the exception of the initial Board of Directors. A Director may be re-elected for one successive three year term. A Director may, but does not necessarily have to be, an elective officer of the Corporation, except as setforth in Section 2 above. The initial Board of Directors shall be elected by the membership at large at the first meeting following the adoption of the By-laws, with one member elected for a one year term, two members for a two year term and two members for a three year term. The successors to these member shall serve three year terms.

Section 4. Meetings. The Board of Directors shall meet each year immediately after the annual meeting of members for the purpose of organization, election of officers for the Board and in consideration of any other business that may properly be before the meeting. No notice of any kind to either old or new members of the Board of Directors for such annual meeting shall be necessary. Other meetings of the Board of Directors may be held upon call of the Chairman, Secretary or on notice signed by three Directors, provided such notice be mailed to all directors at least seven (7) days prior to the date of meeting, which notice shall provide the date, time, place and specific purpose of said meeting.

Section 5. Quorum. The majority of the number of the Directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which quorum is present shall be the act of the Board of Directors.

Section 6. Officers of the Board. The members of the Board of Directors shall elect from among their members a Chairman and Vice Chairman. The Secretary and Treasurer of the Club, whether regular or ex officio members of the Board, shall also serve as Secretary and Treasurer of the Board.

Section 7. Resignation. A Director may resign from membership on the Board at any time by giving notice of his resignation in writing addressed to the President or Secretary of the Corporation or by presenting his written resignation in person at an annual, regular, or special meeting of the Board.

Section 8. Vacancies. A vacancy occurring among the elected Directors may be filled by a majority of the remaining Directors, though less than a quorum, and the Director so selected shall hold office for the balance of the term of the Director(s) being replaced.

Section 9. Compensation. Directors as such will not receive any compensation for their services as directors of the Club.

Section 10. Absence. Should any member of the Board of Directors absent himself unreasonably from three consecutive meetings of the Board without sending a communication to the President or Secretary stating his reason for doing so, and requesting to be excused therefrom, and if his excuse shall not be accepted by the members of the Board, his seat on the Board may be declared vacant, the vacancy to be filled as provided by these Bylaws.

ARTICLE IV

Officers

Section 1. Titles. The officers of the Corporation shall be a President, a President-Elect, a Secretary, and a Treasurer. The Board of Directors may elect such other officers as it shall deem necessary, who shall have authority and perform such duties as from time to time may be prescribed by the Board of Directors, except as otherwise specifically provided in these Bylaws. Whenever the Board of Directors may so order, any two offices, the duties of which do not conflict, may be held by one person, except that the offices of President and Secretary shall not be held by the same person.

Section 2. Election and Term.

a.  The officers of the Corporation shall be elected by the members at the Annual Meeting of the Club which shall be held in March of each year with the officers to take office June 1 of each year. Each officer shall hold officeuntil the next annual meeting and until his successor is elected and qualifies. No person shall be eligible to hold any office for more than two (2) full, successive terms.

b.  The President shall be required to appoint a nominating committee whose purpose shall be to examine the membership and submit a proposed slate of candidates for election as an officer of the Corporation, which slate shall be presented at the last regular meeting of the Corporation preceding the election. Nominations may also be accepted from the membership with all nominees for each elective office to be closed after this meeting.

c.  If any person is nominated for more than one elective office, whether by the nominating committee or from the floor of the membership, that person shall declare at the last meeting before the annual meeting, which office he shall be a candidate for and shall then be removed as a candidate for any other elective office at the annual meeting.

d.  The President shall be responsible for appointing the electors who shall present and count the ballots at the annual meeting.

e.  If there are fewer than two candidates available to run for an office at the close of the meeting preceding the annual meeting, then nominations for that office only may be reopened and candidates nominated from the floor during the annual meeting and those candidates names placed on the ballot for election at that time.

f.  The President-Elect shall assume the office of the President of the Club on June 1 of each year.

g.  Only a member in good standing at the time of voting may vote on any Club matters. Only Club members at 21 years of age may vote in Club election of officers.

Section 3. President. The President shall be the chief executive officer of the corporation and shall be subject to the control of the Board of Directors, and shall supervise and control the management of the Corporation in accordance with these Bylaws. He shall sign, with any other proper officer, instruments which may be lawfully executed on behalf of the Corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent. In general, he shall perform all duties incident to the office of President and BYLAWS and such other duties as may be prescribed by the Board of Directors from time to time

Section 4. President-Elect The President-Elect shall exercise the powers of the President during that officer's absence or inability to act. Any action taken by the President-Elect in the performance of the duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time such action was taken. The President-Elect shall have such other powers and perform such other duties as may be assigned to him by the Board of Directors or the President and shall serve as Program Chairman.

Section 5. Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors, provided, that the Board may appoint a custodian or depository for any such funds or securities, and provide upon whose signature or authority such funds may be disbursed or transferred. The Treasurer shall keep the financial records of the Corporation in a manner according to generally accepted accounting principles and shall report to the Executive Committee in writing each month as to the financial condition of the Corporation. If the Executive Committee does not meet, the report shall be sent to the President.

In addition the Treasurer shall make an oral report to the Club at its regular monthly meetings as to the general balance in the Club account.

The Treasurer shall be the chairman of the Finance Committee and, unless elected as a member of the Board of Directors, shall serve as an ex officio member of the Board of Directors.

Section 6. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Board of Directors and the executive committee, and shall attend and record the proceedings at all meetings of the members. He shall give or cause to be given all notices required by law and by these Bylaws. He shall have general charge of the Corporate books and records, and of the Corporate seal, and he shall affix the Corporate seal to any lawfully executed instrument requiring it. He shall sign such instruments as may require his signature and, in general, shall perform all duties incident to the office of Secretary and such By-Laws other duties as may be assigned to him from time to time by the President or by the Board of Directors and, unless elected as a member of the Board of Directors, shall serve as an ex officio member of the Board of Directors. Should the Secretary not attend a meeting of the Executive Committee, Board of Directors or other Club meeting, then the presiding officer of that meeting shall appoint a person to act as Secretary of that meeting for purposes of taking minutes only.

Section 7. Vacancies and Removal. Vacancies among the officers of the Corporation may be filled by vote of a majority of the entire Board of Directors at any annual or special meeting of the Board, and the officer so elected shall hold office until the next Annual Meeting of the membership, unless the Board of Directors shall order that a special election be held for the filling of such vacancy, at which time the position will be filled for the remainder of the term by the secret vote of the majority of members present from nominations from the floor. Any officer of agent elected of appointed by the Board of Directors may be removed by the Board when in the judgment of the Board the best interests of the Corporation will be served thereby; but such removal will be without prejudice to the contract rights, if any, of the individuals so removed. If any officer shall miss three unexcused consecutive regular meetings of the Executive Committee,as that Committee is defined in Article VI, Section 1 of these By-laws, this shall be grounds for removal from office by the Board of Directors at its discretion.

Section 8. Absence or Disability of Officers. In the event of the absence or disability of any officer, the Directors may delegate his powers and duties for the time being to any other officer. Should the President-Elect refuse or be unable to serve as President for the forthcoming annual year of the Club, his successor shall be elected by nominations from the floor at the next regularly scheduled meeting of the Club or at a special meeting called specifically for the purpose of electing a successor.

Section 9. Other Employees or Agents. The Directors may employ or authorize employment of such other advisors, agents and employees as shall be considered necessary or advisable for the conduct of the affairs of the Corporation and shall assign their duties and fix or approve their compensation.

ARTICLE V

Committees

Section 1. Executive Committee. There shall be an Executive Committee consisting of the President, the President-Elect, the Past President, the Treasurer and the Secretary The President shall serve as chairman of the Executive Committee. The Executive Committee may meet at stated times or on notice to all members.

a.   The dissolution, merger or consolidation of the Corporation; the amendment of the Charter of the Corporation; or the sale, lease or exchange of all or substantially all of the property of the corporation.

b.   The filling of vacancies on the Board of Directors.

c.   The amendment or repeal of the Bylaws, or the adoption of new Bylaws.

d.   The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.

e.   Authorizing the unbudgeted expenditure of Five Hundred Dollars ($500.00).

Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, the President shall appoint the members and the chairman thereof.

Section 3. Term of Office. Each Chairman of a committee shall serve as such until the next annual meeting of the Board of Directors and until his successor is appointed, unless the committee shall be sooner terminated.

Section 4. Chairman. Except as otherwise provided in these Bylaws, one member of each committee shall be appointed chairman by the President.

Section 5. Vacancies. Vacancies in the membership of any committee shall be filled in the same manner as the incumbent member was elected or appointed.

Section 6. Quorum and Action of Committees. Unless otherwise provided in the resolution designating a committee, a majority of the members on a committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which the quorum is present shall be the act of the committee.

Section 7. Standing Committees. The chairmen of the standing committees shall serve as a cabinet of advisers to the President. The chairmen shall be selected by the President. The members shall be selected by the respective chairman and the President. Each Chairman shall timely submit a report to the Editor of the Club newsletter.The following committees shall be Standing Committees of the Corporation with their stated purpose as set forth herein:

a. Publicity and Public Relations. The purpose of the Publicity and Public Relations Committee shall be to keep the membership and community aware of the events in which the Club is involved. The Committee shall have the responsibility to involve liaison with local print, radio and television media when possible for coverage of race results, time, date and place for meetings and Club activities and special events. The major responsibility shall be to work with committees involved in membership, social, hospitality, special events and newsletter to increase the public awareness of the Club in western North Carolina.

b. Advertising. The purpose of the Advertising Committee shall be to solicit advertising for the newsletter, directory and special events.

c. Newsletter. The purpose of the Newsletter Committee shall be to publish the Club newsletter. The Chairman of this committee shall be Editor of the Club newsletter and responsible for its makeup and publication.

d. Membership Committee. The purpose of the Membership Committee shall be to solicit new members, maintain communication with all current and prospective members and be responsible for new member orientation. The Committee shall also be responsible for all membership activities as well as maintaining Club membership rolls. The Chairman shall make the final decision as to whether or not a person is a member in good standing.

e. Race Committee. The purpose of the Race Committee shall be to disseminate information to the membership concerning races involving the United States Ski Association, the Crescent Ski Council, local and area resorts and such other information concerning racing as may be necessary for the general knowledge of the membership. In addition, the Racing Committee shall maintain a roster of race team members and determine the number and manner of selecting race team members for races in which theparticipates, including determining the manner and method for selecting racers to serve in that capacity at recreational races which are limited in the number of team members who may participate.

f. Trips Committee. The purpose of the Trips Committee shall be to disseminate information to the membership concerning ski trips sponsored by the and to communicate with the members concerning such trips. The Chairman shall be responsible for appointing a Trip Coordinator for each Club sponsored trip.
The Trips Chairman shall have authority to negotiate prices for trips and other Club functions related to trips, subject to final approval by the Executive Committee and shall schedule such trips. He shall have such additional authority as may be assigned or approved by the Executive Committee upon recommendation of the President. The Trip Coordinator must provide a financial report to the Executive Committee and the Board of Directors within thirty (30) days of completion of such trip. The report at a minimum, shall provide the name of each person who participated in the trip and the actual amount paid by that person to participate as well as a breakdown of each item of expense for the trip.

g. Special Events and Education Committee. The purpose of the Special Events and Education Committee shall be to have responsibility for all long range and short range events of the designed to promote skiing, learning to ski and ski safety. Such programs shall be as assigned by the Executive Committee and may include Club Ski Day, Special Olympics and like programs.This Committee shall also gather and provide information to the membership relative to skiing techniques, first aid, changes in ski area rules and regulations for skiing, changes in state law with respect to skiing and the responsibility of skiers and providing useful information to the membership about skiing in general.

h. Social Committee. The purpose of the Social Committee shall be to provide and schedule social events for the Club to aid in membership recruitment and maintenance as well as providing recreational and entertainment events for the Club.

i. Finance Committee. The purpose of the Finance Committee will be to assist the Treasurer in developing a budget for the consideration of the Executive Committee each year. The Treasurer of the Club shall be the chairman and shall be responsible for appointing at least two club members to the Finance Committee and delegating to those committee members such responsibilities as the Treasurer may so desire. The Committee shall help guide the Treasurer in planning and preparing a budget and expenditure system utilizing generally accepted accounting procedures and, with the approval of the Executive Committee, the selection of an accountant to audit the Corporate accounts as directed by the Executive Committee.

ARTICLE VI

General Provisions

Section 1. Seal. The seal of the Corporation shall be circular and shall bear the name of the corporation and its date of incorporation.

Section 2. Waiver of Notice. Whenever any notice is required to be given to any member of the Board under the provisions of these Bylaws, a Waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, or attendance at the meeting referred to in such notice, shall be the equivalent to the waiving of such notice.

Section 3. Proxies. Proxies for the purposes of voting at any meeting of the membership whether annual or special, or any meeting of the Executive Committee or Board of Directors whether a regular meeting or a special meeting, shall not be accepted and shall be null and void of no force or effect.

Section 4. Checks. All checks, drafts or orders for the payment of money or notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer or President.

Section 5. Bond. The Board of Directors may by resolution require any or all officers, agents, and employees of the Corporation to give bond to the Corporation, at the expense of the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board.

Section 6. Bank Accounts.

a. Deposits. All funds of the Corporation 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.

b. Special Accounts. The Board of Directors may authorize a Standing Committee to set up special accounts for purposes of receiving funds for an event being sponsored by that committee on behalf of the Club; however, all funds received on behalf or for the purposes of attaining the events which have been scheduled by said committee, shall be held in said special account which shall be designated as a special account of the WNC Skiing and Outing Club. All funds received and disbursed shall be in a manner recognized by generally accepted accounting principles and the account shall be made available to the Board of Directors, or any member of the Board of Directors, at his request. No member is authorized to receive any gratuity, whether it be real or personal property, or a benefit conferred upon said member as a result of participation in any committee without the express written authority of the Board of Directors. To be specifically included in this prohibition are receipt of the following: free travel, room, board, tickets, ski equipment or related gratuities which may be made available to a committee member by virtue of his committee sponsoring an event for or on behalf of the . The Board of Directors may, by express written authority, waive such prohibition in an individual case or cases and allow such complimentary activities within reason, to a person providing a special benefit to the Club and/or it members.

c. Club Sponsored Events. Funds received by any person acting on behalf of the , for functions approved and sponsored by the Club, by any person acting on behalf of the WNC Skiing and Outing Club, shall be deposited into accounts in the name of the Club. No person, without the express written authority of the Board of Directors, shall receive such funds and deposit them to any other account. If an event is sponsored in the name of a Committee of the Club, or for the benefit of a committee of the Club, then the funds so received shall inure to the benefit of the entire committee and its members and not to any one or more individual members.

Section 7. Gifts. Any Club member, with the approval of the Executive Committee, may accept on behalf of the Corporation, any contribution, gift, bequest or devise of real or personal property for the general purpose or for any special purpose of the Corporation.

Section 8. Fiscal Year. The fiscal year of the Corporation shall end on May 31 of each year.

Section 9. Audit of Books. The books and records of the Corporation may be audited each fiscal year by a certified public accountant or accountants to be selected each year by the Board of Directors, and the audit report or the result of such audit report shall be submitted to each member of the Board promptly after its completion. All books and recordsof the Corporation may be inspected by any Director for any purpose at any reasonable time.

Section 10. Indemnity of Directors and Officers. Subject to any restrictions in the Articles of Incorporation or applicable law, the Corporation may by action of the Directors, indemnify any Director or officer or former Director or officer of the Corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding which he was made a party by reason of being or having been such director or officer, except in relation to matters after which he shall be adjudged in such action, suit or proceeding, to be liable for such negligence or misconduct in the performance of duty. The Corporation may by action of the Directors provide at the expense of the Corporation insurance protection for the Corporation and its Directors or officers as shall be permitted by applicable law and governmental regulations, including federal income tax laws and regulations relating to the tax exempt status of the corporation and to the conduct of the affairs of the Corporation.

Section 11. Gender. As used in these Bylaws, the masculine pronoun shall include the feminine.

Section 12. Quorum. A quorum of the membership shall be 20% of members in good standing who are current with their dues.

Section 13. Amendments. These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of two-thirds of the Members present and voting at any regular or special meeting at which a quorum is present, provided that notice of the proposed action shall be included in the notice of the meeting.

Section 14. Membership. Qualifications for membership are:

i. Membership in the Club is limited to no more than 500 members.
ii. Only individuals and families who live, work or ski in the western counties of North Carolina may become members of the Club.
iii. Only persons who ski or have a desire to learn to ski may become members of the Club.
iv. Full memberships in the Club will only be available to persons over 18 years of age.
v. All applications for membership shall be made on a form prescribed by the Board of Directors.
vi. An application for membership cannot be accepted unless the membership fee is tendered simultaneously therewith.

a.   The Board of Directors shall have power and authority to adopt resolutions adding persons to membership in the Corporation, as Honorary Members if the Board determines that such persons share the Corporation's purposes established in the Articles and in these Bylaws.

b.   The annual dues for the Club for an Individual Membership shall be as determined by the Executive Committee each year; an Individual Membership shall only be available to a person at least 18 years of age.

c.   The annual dues for a family membership in the Club shall be as determined by the Executive Committee each year; a Family Membership shall only be available to a family composed of parent(s) and child(ren) related by blood, marriage, adoption or living as such for more than 30 days. A child or person living in a relationship similar to a child, to be included in the family membership must be under the age of 21 years.

d.   The annual dues for Junior Memberships in the Club shall be as determined by the Executive Committee each year; a Junior Membership is only available to persons under the age of 21 years who do not qualify for any other membership status. Junior Members may not vote in Club elections nor hold elected office, but may participate in Club activities. A Junior Member must have his parents execute such documents as may be required by the Executive Committee prior to or as a condition of his acceptance as a Club member and his participation in Club activities.

e.   An Honorary member may attend Club events and meetings but shall not be required to pay dues nor be allowed to vote on Club matters.

f.   No member of the Club in arrears shall be eligible to vote or to enjoy any other privilege or benefits offered by the Club.

g.   The designation of a membership in the Club as being individual or family shall not create separate classes of voters for purposes of electing any of the officers of the Corporation or being able to vote on any matter coming before the membership at any annual, regular, or special meeting of the membership; however, with respect to family memberships, only adult members of the family over the age of 21 years may vote at any annual, special, or regular scheduled meeting of the Corporation or any of its committees or sub-committees thereof, or any Club matters voted on by the membership.

h.   If any member, through his actions or activities, shall cause the Club to suffer any loss, financial or otherwise, inclusive of good will among the public, or refuses to follow any Club rules, regulations or requirements, such member may have his membership revoked upon a majority vote of the Executive Committee members voting on such a request, motion or resolution. Any person whose membership has been revoked will not be refunded his membership dues and may not thereafter become a member of the Club in the future, except upon acceptance of his membership application by a majority of the Board of Directors and payment of the membership dues then in effect.

i.   Only Club members in good standing shall be eligible to participate in any Club sponsored activities.

j.   Membership in the Club shall be annual and run from September 1 of each year.

k.   The Executive Committee shall have authority to institute an initiation fee for new members to help defray the expense of providing new members with membership materials. The Committee may also institute an additional fee to be paid by race team participants to help defray the expense of special registration of team members for race events.

Section 15. Ethics.

a.   No person who is a member of the Board of Directors or the Executive Committee of the Club may receive a prize or other gratuity by virtue of that members participation in any Club sponsored or authorized event without the express written approval of the Board of Directors. The members of the Board of Directors or Executive Committee may participate in any events which occur on behalf of or which are sponsored by the Club and this ethical consideration is not meant to be a prohibition from participating in such activities; however, such member may not, as a result of said participation, be eligible to win or receive any prize or gratuity that may be provided or available for winning at any such event.

b.   All members of the Board of Directors or the Executive Committee may accept prizes and gratuities won at Club sponsored or participated events whichwinnings are the result of competition involving athletic skill or where tickets are purchased for a drawing, or where winners are determined by chance from a drawing, from which winners are determined.

c.   No member of the Club who is a member and participant of a committee, whether a Standing Committee or special committee, may receive any prize, gratuity, or award as a result of that committee's activities in sponsoring or assisting in the sponsoring of a particular event of the Club, with the exceptions as set forth in subsection "b." above.

d.   No member of the Club may use any illegal drugs during participation in any Club activities.

e.   The Club will not permit the excessive use of alcoholic beverages at any Club sponsored activity. It is the policy of this Club that each member shall assist the others in the voluntary enforcement of this paragraph and paragraph "d" above.

Section 16. Budget. The Finance Committee shall propose a budget for the Club's consideration during an Executive Committee's meeting not later than August of each year. This budget shall then be submitted to the Board of Directors for approval prior to the first Club meeting in September of each year; said budget shall be of the form recognized by generally accepted accounting principles. The Executive Committee shall not authorize any changes in the line items of the annual budget that will change the total amount budgeted for the year, after the budget is adopted, without the express approval of the Board of Directors.

Section 17. Reimbursement of Members Expenses.

a.   The Executive Committee may by properly adopted resolution authorize the reimbursement to any member of the Ski Club, expenses actually incurred by that member for work or business performed on behalf of the club, provided that member is not a member of the Executive Committee or the Board of Directors. However, authorization is not required for reimbursement of items which have been included in the annual budget. Such authorization shall be in advance of the expenses to be incurred. However, authorization is not required for reimbursement of items which have been included in the annual budget. If a request is made for reimbursement of expense after it is incurred, then in that event the request must be in writing to the Executive Committee who, by a majority vote, may authorize such reimbursement.

b.   Any reimbursement to any member of the Executive Committee or the Board of Directors for expenses incurred on behalf of the Corporation, requires the express authorization of the majority of the Board of Directors. No member of the Board of Directors who would receive the benefit of such reimbursement shall vote upon such motion to reimburse such expenses. However, the Board may establish a policy whereby designated officers of the Board and/or Executive Committee may have all or a portion of their expenses paid or reimbursed by the Club for attendance at annual, semiannual and seminar meetings of any national or regional ski council or like organization to which the Club belongs, when that person(s) attendance will be for the benefit of the Club, including familiarization trips to ski areas which have the potential for being included as a Club sponsored trip in the future.

c.   Any Club member authorized to participate in a familiarization trip to a ski area to which the Club may wish to sponsor a trip, shall keep an accurate record of such expense which expense shall be added to the overall cost of a Club trip to that area. The purpose in this is so that each trip authorized by the Club shall be without expense to the Club or those members not participating in such trip.

Section 18. Miscellaneous.

a. Guests of Club Members. Club members are permitted from time to time to bring guests to Club meetings and social events. When this is permitted, no charge may be assessed against the guest for attendance, however the member may be assessed a fee for each guest in attendance.

b. Compliance with State and Federal Tax Regulations. The Club shall conduct itself and its financial affairs at all times in accordance with any and all state and federal tax regulations.

Specifically, the Club shall limit its annual gross receipts derived from a combination of investment income and receipts from non-members to no more than 35% of annual gross revenues, and no more than 15% of gross receipts which may be derived from non-members. This shall include income derived from unrelated business income such as concession sales.

The Club shall comply with the recordkeeping requirements detailed in Revenue procedure 71-17, and with all current and future federal and state internal revenue rules.

Each executive officer of the Club and member of the Board of Directors shall be advised of the necessity of the Club complying with these Bylaws and shall agree to closely monitor same as a condition to serving as an officer.

Section 19. Effective Date of Bylaws. These Bylaws shall become effective upon their adoption.

These By-Laws were adopted at a regularly scheduled meeting of the on the day       of       , 1991.