MISSOULA CURLING CLUB
BYLAWS (REVISED) MAY 2015
ARTICLE 1. NAME
1. The name of the organization is Missoula Curling Club.
ARTICLE 2. PURPOSE
1. The purpose of Missoula Curling Club is:
a) To foster, promote, and advance the understanding and development of the sport of curling in the Missoula, Montana area.
b) To teach the game of curling to the youth of the Missoula area; to maintain, operate, equip, and support curling players, teams, and leagues; to operate and conduct curling clinics, games, athletic events, and exhibitions; to acquire, hold, operate, and dispose of any and all privileges, rights, franchises, and concessions.
c) To promote goodwill, sportsmanship, and good welfare among its members.
d) To affiliate with other curling organizations for the furtherance of the corporation’s purposes.
e) To conduct fund raising projects and otherwise solicit and receive donations and funds for the accomplishment of its exempt purposes.
f) To do all and everything suitable or proper for the accomplishment of any of the exempt purposes or the attainment of any of the objects of this corporation, and to do every other act or acts, thing or things incidental or appurtenant to or growing out of or connected with the corporation.
2. Missoula Curling Club is a non-profit corporation organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organization under §501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
3. In the case of dissolution of the Missoula Curling Club, the Board of Directors shall disperse any monies and/or equipment of the organization to a 501(c)(3) organization for the sole purpose of promoting the sport of curling. Any such assets not so disposed of shall be disposed of by the District Court of Missoula County of other county in which the principal office of the corporation may be then located, exclusively for such purposes engaged in activities substantially similar to this corporation and which are operated exclusively for exempt purposes.
4. “Notwithstanding any other provision of these purposes, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under Line #501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) or (b) by an organization, contributions to which are deductible under Line #170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United State Internal Revenue Law).”
ARTICLE 3. FISCAL YEAR
1. The fiscal year of Missoula Curling Club shall be July 1 to June 30.
ARTICLE 4. MEMBERSHIP
1. An active member of Missoula Curling is (1) a parent, step-parent, guardian, or other person who pays at least fifty percent (50%) of the fee of any child participating in the youth curling programs operated by the corporation; or (2) any registered participant in adult curling programs operated by the corporation. The term of membership is the fiscal year of the corporation. Funds contributed to Missoula Curling as part of a fund-raising activity do not entitle the contributor to the benefits of membership.
2. Each active member at least 18 years of age shall be entitled to one vote by secret ballot in the election of members to the Board of Directors. Each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary of Missoula Curling prior to the Annual Meeting.
ARTICLE 5. BOARD OF DIRECTORS
1. The property and affairs of Missoula Curling shall be managed by a Board of Directors. The number of directors shall be not less than three (3) and not more than twelve (12). The Board may appoint up to two directors for a term of one year to serve special functions within the organization. Appointed directors are accorded membership status in Missoula Curling for the duration of their terms.
2. The board members shall be elected by ballot at the annual meeting of the corporation. They shall hold office for three (3) years and may be eligible for re-election. Terms of Board Members shall be staggered so approximately one-third of the Board Members are elected each year.
3. Elections of Board Members shall be held at the annual meeting. Newly elected Board Members will assume their duties at the first Board Meeting following the Annual Meeting. Outgoing Board Members will end their respective terms at the Annual Meeting, thereby achieving continuity of service.
4. Only active members of Missoula Curling are eligible for election to positions on the Board of Directors.
5. Board meetings shall be held monthly or as deemed necessary for the administration of the association. A quorum for any Board meeting shall be at least 50% of the Board Members. In case of doubt as to procedure at any Board meeting, ROBERT’S RULES OF ORDER shall govern.
6. Special Meeting of the Board of Directors may be called by the President or by written request to the President by at least five members of the Board. The President or Secretary shall notify Board Members of the date, time, and place of each meeting in advance of the meeting.
7. Any member of the Board of Directors may resign and/or withdraw from membership in the corporation at any time, upon written notice of his/her desire to do so delivered to the President or Secretary. A Director may be removed from office by the affirmative vote of two-thirds of the Directors for malfeasance, lack of sympathy with the purpose of the organization, refusal to render reasonable assistance in carrying out the purpose of the Association, or failure to meet the participation requirements outlined in this Article.
8. Any board member absenting himself/herself from three (3) consecutive Board meetings during without just cause may have his/her Board position declared vacant at the discretion of the Board of Directors.
9. At the first at the first Board Meeting following the Annual Meeting, the Board as then constituted shall elect its officers.
ARTICLE 6. OFFICERS
1. Officers of the Board of Directors of Missoula curling shall consist of a President, Vice-President, Secretary, and Treasurer. The positions of Secretary and Treasurer may be held by the same person. The President and Vice-President may not hold any other concurrent office.
2. The officers of the organization comprise the Executive Committee. The Executive Committee shall have, and may exercise, in the interim between meetings of the Board of Directors, all the designated authority of the Board of Directors, except that the Executive Committee shall not have the power to amend the Bylaws or to appoint officers of the corporation. All actions of the Executive Committee must be ratified by the Board of Directors at its next meeting. The Executive Committee is empowered to act on behalf of the Board of Directors only when decisions of the full Executive Committee are unanimous.
3. The duties of the President of Missoula Curling shall include, but are not limited to:
(a) The President will preside at all meetings.
(b) The President will pass upon and approve all expenses of the Association.
(c) The President shall approve all committee formations.
(d) The President shall notify voting members by public notification of any vacancy on the Board and shall call for nominations and election to fill said vacancy as directed by the Board.
4. The duties of the Vice President of Missoula Curling include, but are not limited to, succeeding to the powers of the President in his/her absence, and such other duties as may be specifically assigned by the Board of Directors.
5. The duties of the Secretary of Missoula Curling include, but are not limited to:
(a) The Secretary shall record the minutes of all meetings, attend to all correspondence, and keep the records of the Association.
(b) The Secretary shall keep a complete list of all voting members.
(c) The Secretary shall maintain a permanent set of Association minutes, correspondence, and by-laws.
(d) And such other duties as may be specifically assigned by the Board of Directors.
6. The duties of the Treasurer of Missoula Curling include, but are not limited to:
(a) The Treasurer shall collect all registration fees and all other monies derived from the activities of the organization and have charge of all funds and assets of the corporation.
(b) The Treasurer shall keep a detailed account of income and expenditures of the corporation.
(c) The Treasurer shall pay all bills properly passed upon and approved by the President. Checks over $1000.00 must be co-signed by the President or the Vice President and Treasurer.
(d) The Treasurer shall submit a written financial report at each meeting detailing total funds collected, dispersed and available for future use.
(e) The Treasurer shall submit a detailed annual financial report at the Annual Meeting.
(f) The Treasurer shall supervise preparation and filing of any financial reports that may be required by state or federal regulations.
(g) And such other duties as may be specifically assigned by the Board of Directors.
ARTICLE 7. COMMITTEES
1. The President shall appoint an Election Committee, which should consist of three (3) Board Members. The Election Committee shall search out and recruit persons to run for any position that may occur in the annual election or when a vacancy occurs.
a. In the event that a board member resigns or otherwise leaves the position prior to his or her term being completed, membership will be notified by the President and nominations will be solicited from the membership to fill the vacant position for the remaining term.
b. If more than one person is interested and nominated, a special election will be held to fill the vacant position for the remaining term.
c. If one, or no nominations are received in a reasonable time since notification, the board may appoint the nominee if deemed qualified, or may appoint an interim person to fill the vacancy they deem qualified, for the remainder of the term.
2. Any Special Committee may be named by the Board or the President from time to time as required to perform the function defined at the time of appointment.
ARTICLE 8. MISCELLANEOUS
1. These Bylaws shall be reviewed at least every three (3) years, starting in 2012.
2. The Board of Directors may amend these Bylaws by presenting the amendment at a regular or special meeting and voting on the amendment at a subsequent regular or special meeting. The approval of two-thirds of the membership of the Board of Directors is required to pass the amendment.
Conflict of Interest Policy – Missoula Curling Club
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s
(Missoula Curling Club) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the
Missoula Curling Club or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Missoula Curling Club has a transaction or arrangement,
b. A compensation arrangement with the Missoula Curling Club or with any entity or individual with which the Missoula Curling Club has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Missoula Curling Club is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or Favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Missoula Curling Club can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Missoula Curling Club’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Missoula Curling Club for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Missoula Curling Club for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Missoula Curling Club, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Missoula Curling Club is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
To ensure the Missoula Curling Club operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Missoula Curling Club’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Missoula Curling Club may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.