ALPINE RACING ASSOCIATION, INC.
Article I – Corporation
The name of the
corporation is Tri-State Alpine Racing Association, Inc.
(“T/S” or the “corporation”).
The corporation is a Connecticut non-stock
corporation and is the successor to the unincorporated
association known as the Tri-State Alpine Racing
T/S may have registered or
unregistered trademarks and/or logos, which shall not be
used in any advertising, promotion, or sale of commercial
goods or services, except as specifically authorized in
writing by the T/S Board of Directors (“Board”) or its
Article II –Purposes
As set forth in the T/S Certificate of Incorporation,
the purposes of T/S are:
promote the development of first-rate ski competition
and training programs. To create opportunities for
alpine ski competition within the states of Connecticut,
Massachusetts and Rhode Island (collectively, the
“Tri-State region”) for a variety of ages and
athletic ability levels.
cooperate and maintain good relationships with
local, regional and national ski associations, ski areas
be affiliated with the United States Ski and Snowboard
Association (“USSA”) through its Eastern Division;
to comply with USSA’s competition regulations, Code of
Conduct and the provisions of any other USSA rules and
regulations applicable to USSA-affiliated organizations,
and to participate in its programs and administer USSA-sanctioned
alpine ski races in the Tri-State region;
provide and encourage others to provide the physical
facilities, financial assistance, coaching and other
support to enable T/S competitors to achieve their full
potential, including the opportunity for Eastern,
National and International ski competition; and
provide a variety of services and benefits for its
members, including the promotion of ski education and
Article III – Membership
Membership in T/S shall
be open to any USSA member who subscribes to the purposes of
T/S, regardless of race, religion, ethnicity, or gender. .
In addition to this, Tri-States offers a Parent /Sponsor
memberships which does not require a USSA membership.
Tri-State membership year is from July 1 to June 30. Any
member shall be entitled to all the benefits of membership
pertaining to his or her class of membership.
Membership classes, dues and
other fees shall be determined annually by the Board and
shall be payable by the members to the Tri-State
Article IV – Voting by Members
Every Tri-State member
eighteen (18) years of age or older and in good standing
shall be entitled to vote at any meeting of members.
V – Meetings of Members
The annual meeting of
the members of T/S shall be held on such date between April
1 and June 30 of each year, and at such time and place as
shall be designated by the President.
In the absence of such designation of the date of the
annual meeting of members by the President, the meeting
shall be held on the first Wednesday in June. Notice three
weeks prior to the meeting, posted on the web site shall be
sufficient notice of the annual meeting.
The agenda of the annual meeting shall include, but
not be limited to:
the President’s report on T/S activities;
the Treasurer’s report on T/S’s financial condition;
reports from all competition chairs;
reports of all regional chairs;
report of the alpine officials chair;
report of the liaison to the Eastern Alpine Competition
election of directors.
A regular fall meeting of the members of T/S shall be
held on such date between September 1 and November 15 of
each year, and at such time and place as shall be designated
by the President. In
the absence of such designation of the date of such regular
meeting by the President, the meeting shall be held on the
fourth Wednesday in October. Notice three weeks prior to the
meeting, posted on the web site shall be sufficient notice
of the annual meeting.
The agenda of the fall meeting shall include, but not
be limited to:
President’s report on T/S activities;
Treasurer’s report on T/S’s financial condition;
from all competition chairs;
of all regional chairs;
of the alpine officials chair;
of the liaison to the Eastern Alpine Competition
A special meeting of the
members shall be held:
the call of the Board or of the Executive Committee;
the holders of ten (10) percent of all the votes
entitled to be cast on any issue proposed to be
considered at the proposed special meeting sign, date
and deliver to the Secretary and /or President, one or
more written demands for the meeting describing the
purpose or purposes for which for which it is to be
the Secretary and /or President, shall not, within
fifteen (15) days after receipt of such members’
request, so call such meeting, such members may call the
meeting. Notice of the special meeting, posted on the
web site shall be sufficient notice of the meeting.
those matters specifically set forth in the notice of a
special meeting shall be considered at such meeting. Notice
of a special meeting shall include a description of the
purpose or purposes for which the meeting is called.
The quorum for any
meeting of members shall be all members present at such
Article VI – Board of Directors
corporate powers shall be exercised by or under the
authority of, and the activities, property and affairs of
the corporation managed by or under the direction of, the
Board of Directors.
The number of directors constituting the entire Board
of Directors shall be eleven The Board shall be comprised
J-I & II Alpine Chair
J-III & IV Alpine Chair
Connecticut Regional Chair
Eastern Massachusetts Regional Chair
Western Massachusetts Regional Chair
Alpine Officials Chair
One (1) member-at-large
members of the Board are the Connecticut Regional Chair, the
Eastern Massachusetts Regional Chair and the Western
Massachusetts Regional Chair each chosen pursuant to the
rules and procedures of his or her respective region.
Tri-State Administrator shall attend all official meetings
of the organization.
remaining directors shall be elected by the members and are
referred to herein as the “Elected Directors.”
number of directors constituting the Entire Board may be
increased or decreased only by amendment of these bylaws.
3. - Qualifications
Each director must be a member in good standing of
T/S and USSA.
4. – Terms and Election
Elected Directors shall serve for a term of two
years. The Elected Directors shall be divided into two
classes, as follows:
President, Secretary, JIII & JIV Alpine Chair,
And At-Large Member.
Vice President, Treasurer, JI & JII AlpineChair,
And Alpine Officials Chair
Class A Elected Directors shall be elected at the annual
meeting of members held in even-numbered years, and the
Class B Elected Directors shall be elected at the annual
meeting of members held in odd-numbered years.
member may nominate any other member including him or
herself, for any Directors position up for election. Announcement of nominees posted on the web site before the
annual meeting shall be sufficient. Any member in good
standing may also be nominated from the floor of the annual
5. - Quorum
A quorum for a meeting of the Board of Directors
shall be two-thirds of the entire Board.
6. - Committees
Board shall have three standing committees.
They shall be:
An Executive Committee, which shall consist of the
President, Vice President, Secretary and Treasurer.
The Executive Committee shall act for the Board,
providing circumstances demand such action and that the
Board is not in session.
The Executive Committee shall also exercise such
responsibilities and powers as are delegated to it from time
to time by resolution of the Board.
The President shall be the chair of the Executive
An Appeals Committee, which shall consist of the
President, the J-I & II Chair, the J-III & IV Chair
and the Alpine Officials Chair.
The Appeals Committee shall have such powers and
authority as is required pursuant to rules of USSA.
A Nominating Committee shall consist of a chair and
two other committee members, all of whom shall be elected by
the members during the Class B Election. Members of the
Nominating Committee need not be Directors.
The Nominating Committee shall serve for a term of
two years. Prior
to each election of Directors, the Nominating Committee
shall make its recommendations for the persons to be
nominated as Directors. As well as nominating persons for
Directors positions, the Nominating Committee shall also
nominate three members to serve on the Nominating Committee.
Board of Directors, by resolution, may designate from
among the Board members such special committees as it
deems necessary and proper, and each such committee, to
the extent provided in the resolution, shall have such
authority as the Board determines. The Board may also
designate additional members of any such committee from
among the general membership of T/S in order to obtain
special expertise and any such committee members shall
be non-voting. The
President shall be an ex
officio member of all special committees.
No committee of the Board shall have authority as to
the following matters:
(a) except for the nominating responsibilities of the
Nominating Committee, the submission to general members of
any action that needs the general members’ approval; (b)
the filling of vacancies in the Board or in any committee;
(c) the amendment or repeal of any resolution of the Board
which, by its term, shall not be so amendable or repeal
able; or (d) the indemnification of directors. 5.
The quorum for any meeting of any committee of the
Board shall be two-thirds of the entire voting membership of
4. Any member of the
Nominating Committee or any special committee may resign at
any time by giving written notice to the Board.
In such event, the President shall appoint a person
to fill such vacancy.
Section 7. – Regular and
The Board may conduct
regular meetings at such times and places as it shall by
resolution determine. Regular
meetings of the Board may be held without notice of the
date, time, place or purpose of the meeting, except that,
unless stated in a written notice of the meeting, no bylaw
may be considered for recommendation to the members for
adoption, amendment or repeal.
Special meetings of the Board may be called by the
President or the Secretary or by two-thirds of the entire
Board and shall be preceded by at least two days' notice of
the date, time and place of the meeting. Notice of a special
meeting need not include a description of the purpose or
purposes for which the meeting is called, except that,
unless stated in a written notice of the meeting, no bylaw
may be considered for recommendation to the members for
adoption, amendment or repeal.
8. – Waiver of Notice
A director may, in writing, waive notice of any
meeting of the Board before or after the time and date
stated in the notice. A
director’s attendance at or participation in a meeting
waives any required notice to him or her, unless the
director at the beginning of the meeting or promptly upon
his or her arrival, objects to holding the meeting or
transacting business at the meeting and does not thereafter
vote for or assent to action taken at the meeting.
9. – Action without Meeting
Any action required or permitted to be taken by the
Board may be taken without a meeting if the action is taken
by all members of the entire Board and is evidenced by a
unanimous written consent filed with the corporate records
and reflecting the action taken. The unanimous written
consent shall be effective when each director has provided
his or her written consent.
Board of Directors may permit any or all directors to
participate in a regular or special meeting by, or conduct
the meeting through the use of, any means of communication
by which all directors participating may simultaneously hear
each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at
Director Removal, Resignation, Vacancy
The members entitled to vote for the election of
directors may remove one or more Elected Directors with or
without cause. An
Elected Director may be removed by the members entitled to
vote for directors only at a meeting called for the purpose
of removing him or her and the meeting notice must state
that the purpose, or one of the purposes, of the meeting is
removal of the director.
Any director may resign at any time by submitting
their resignation in writing to the President or the
Secretary or to a meeting of the Board of Directors.
If a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number
of directors (a) The members entitled to vote for directors
may fill the vacancy; or (b) the Board of Directors may fill
the vacancy; or (3) if the directors remaining in office
constitute fewer than a quorum of the Board, they may fill
the vacancy by the affirmative vote of a majority of all the
directors remaining in office.
VII – Duties of Officers
1. – President
The duties of the President shall include, but not be
Serving on the Executive, Appeals and all special
committees of the Board.
Presiding at all meetings of the Executive Committee,
the Board of Directors and the members.
Sign contracts on behalf of the organization.
Call special meetings of the Board.
2. – Vice President
The duties of the Vice President shall include:
Serving on the Executive Committee.
Performing the duties of the President in the absence
of the President or inability of the President to perform
the President’s duties.
Performing such duties as are assigned to the Vice
President by the President.
3. – Secretary
The duties of the Secretary shall include:
on the Executive Committee.
and distributing minutes of all meetings of the Executive
Committee, the Board and the members.
an accurate copy of the bylaws and distributing the bylaws
to the Board and the members.
contracts on behalf of the organization.
and certifying records and documents of the corporation.
all legal filings on behalf of the corporation.
4. – Treasurer
The duties of the Treasurer shall include:
Serving on the Executive Committee.2) Performing an audit of
receipts and disbursements at least annually.
Making an annual financial report to the members.
To collect membership dues. The treasurer may assign this
duty to the Tri-State Administrator
5. – Alpine Officials Chair
The duties of the Alpine Officials Chair shall
Attending all required USSA meetings for officials
and report to the members on such meetings.
Conduct such activities as may be required by USSA or
as are necessary and appropriate to establish and maintain a
high level of officiating within T/S.
Monitor the credentials of all T/S officials.
Run officials clinics within the T/S region.
6. – The J-I & II and J-III & IV Chairs
duties of the J-I & II and J-III & IV Chairs shall
Formulating T/S policy for alpine competition in
compliance with the rules, regulations and requirements of
USSA and FIS.
Present for approval to the Board of Directors,
selection procedures, policies, ranking systems, point
corrections, notification requirements and any other
necessities for the T/S alpine competition teams
7. – Regional Chairs
The Regional Chairs shall:
Establish a geographically representative committee
for their respective regions (Eastern Massachusetts, Western
Establish regional rules and policies consistent with
the rules and policies of T/S, USSA and FIS.
Represent the policies and views of their respective
regions to the T/S Board and membership.
8. – Member-at-Large
Member-at-Large shall represent the assembly of members in
all matters that come before the board and vote in accord
with that representation.
VIII – Rules and Appeals
1. – Rules
The competition rules of T/S shall be those of FIS,
the international governing body of alpine ski racing, and
USSA, the national governing body of alpine ski racing and
those rules established by T/S in compliance therewith and
published each year in the T/S competition guide.
2. – Appeals
The Appeals Committee shall adjudicate any appeal and
shall follow USSA rules and procedures in any such
VIII – Parliamentary Authority
All meetings of T/S shall be conducted in accordance
with the most recent revision of Roberts Rules of Order.
IX – Amendment of Bylaws
These Bylaws may be repealed or amended by the
affirmative vote of two thirds of the members present at a
meeting of members and entitled to vote thereat, provided
that the notice of such meeting contained a copy of the
proposed amendment or repeal.
X – Dissolution
In the event of dissolution of T/S, any assets
remaining after the satisfaction of all obligations of the
corporation shall be distributed for purposes within the
scope of alpine racing competition and to benefit USSA
skiing, as determined by the Board.