PDF Version of Bylaws

ARTICLE I:

NAME; EXISTENCE; OFFICE

Section 1.1 Name.

The name of this organization is the Port Huron Figure Skating Club (referred to in these

Bylaws as the "Club").

Section 1.2 Incorporation.

The Club is incorporated as a nonprofit corporation under the laws of the state of Michigan (the "State") and shall be governed by the nonprofit corporation law of the state (the "Nonprofit Law").

Section 1.3 Membership in U.S. Figure Skating.

The Club has been formed to be a member of The United States Figure Skating Association ("U.S. Figure Skating"), to exist for the purposes specified in Article II of these Bylaws. As such, The Club and its members shall be subject to and abide by the Bylaws and Official Rules of U.S. Figure Skating, as in existence and amended from time-to-time by U.S. Figure Skating.

Section 1.4 Offices.

The principal office/headquarters of The Club shall be located at Glacier Pointe Ice Complex; 4150 Dove Road Port Huron, MI 48060. The registered office of The Club required by the Nonprofit Law to be maintained in the State may be, but need not be, the same as the principal office/headquarters of The Club, and the address of the registered office may be changed from time to time by The Board or by the Officers of The Club.

ARTICLE II:

PURPOSES

The principal purpose of The Club is to foster figure skating on ice. In order to do so, The Club has been organized to exist as a member club of U.S. Figure Skating and, therefore, seeks to assist in carrying out the objects and purposes of U.S. Figure Skating in accordance with the provisions of the U.S. Figure Skating Bylaws and Official Rules. The Club shall maintain its membership in U.S. Figure Skating and conduct its affairs in a manner consistent with the Bylaws, Official Rules, policies and procedures of U.S. Figure Skating.

Section 2.1 Property.

In the event of Club dissolution, all Club real properties shall be liquidated and all assets contributed to the United States Figure Skating Association Memorial Fund and/or similar charity (Associated with Figure Skating).

ARTICLE III:

MEMBERS

Section 3.1 Members.

The Club shall have members who are interested in the objects and purposes of The Club and who are registered with U.S. Figure Skating, with voting rights and any other legal rights or privileges in connection with the governance of The Club, in accordance with such provisions and criteria pertaining to qualifications, classification, privileges, application and acceptance of members established from time-to-time by The Board. Members of The Club shall be required to abide by, and to conduct themselves in a manner consistent with, the Bylaws, Official Rules, policies, procedures, code of conduct, and code of ethics and principles of ethical behavior of U.S. Figure Skating.

Section 3.2. Ice Regulation.

Ice use shall be regulated as follows:

A. All skating Members in good standing, may skate on all sessions offered and regulated by The Club (“Club Ice”) that they qualify for.

B. Introductory Members may skate at other sponsored Learn to Skate USA or its equivalent group sessions only with the permission of The Board.

Section 3.3 Guest Skaters.

Any visiting skater who is an active member of a recognized figure skating organization, or a former member of PHFSC, may skate on Club ice provided a designated fee is paid for each session skated. The Guest Skater shall have ice use limited to 10 days per Club skating season (excluding summer school). The Guest skater must check in with the Club Manager just prior to skating and pay (receive a receipt) the appropriate ice fee prior to skating. The skater must also be a current registered member of the USFSA.

Section 3.4 Dues.

The Board may establish, as it shall deem necessary and appropriate, such periodic membership dues, other assessments and procedures for the manner of payment and collection thereof.

Section 3.5 Annual Meeting.

The Club shall hold an annual meeting of its members for the purpose of electing Board

Members and for the transaction of such other business as may come before the meeting at

a time, date and place stated in or fixed in accordance with a resolution of The Board. If no place is stated, the meeting shall be held at The Club's principal office.

Section 3.6 Special Meetings.

Special meetings of the members may be called at any time by The Board, the President or by written demand of the members stating the purpose or purposes for calling the meeting signed and dated by members holding at least ten percent (10%) of all votes entitled to be cast on any issue proposed to be considered at the meeting. The record date for determining the members entitled to demand a special meeting is the date of the earliest of any of the demands pursuant to which the meeting is called or the date that is thirty (30) days before the date the first of such demands is received by The Club, whichever is later. If notice is not given within twenty-one (21) days after the date of the written demand or demands are delivered to a Club Officer, a person signing the demand may set the time

and place of the meeting and give notice as provided in these Bylaws. Special meetings shall be held at such time and place as may be designated by the authority calling such meeting. If no place is stated, special meetings shall be held at The Club's principal office. The purpose of any special meeting of the members shall be stated in such notice. Only business within the purpose described in the notice may be conducted at a special meeting of members.

Section 3.7 Notice of Meetings.

Notice shall be given to each member entitled to vote at a meeting in a fair and reasonable manner. Notice may be given as set forth below or by other means when all the circumstances are considered. Written notice by email or website calendar of any annual, regular or special meeting stating the place, date and hour of the meeting shall be given

not less than seven (7) nor more than twenty-one (21) days before the date of the meeting with a reminder being sent 24 hours in advance. Notice of a special meeting shall include a description of the purpose or purposes of the meeting.

Notice of an annual meeting need not include a description of the purpose or purposes except the purpose or purposes shall be stated with respect to

an amendment to the Articles of Incorporation or Bylaws of The Club
a merger
a sale, lease, exchange, or other disposition other than in the usual and regular course of business, of all or substantially all of the property of The Club
the dissolution and liquidation of The Club

When giving notice of an annual, regular or special meeting of members, The Club shall give notice of a matter a member intends to raise at the meeting if a person entitled to call a special meeting submits a request, in writing, and it is received by the Secretary or President

at least seven (7) days before The Club gives notice of the meeting.

Section 3.8 Methods of Notice.

Notice shall be given personally or by email or other form of wire or wireless communication by or at the direction of the President, the Secretary or the persons calling the meeting, to each member entitled to vote at such meeting.

Such notice shall be deemed to be given and effective at the earliest of the date received. A written notice or report delivered as part of a website, or email shall constitute a written notice or report if addressed or delivered to the member's address shown in The Club's current list of members.

Section 3.9 Waiver of Notice.

A member may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such member. Such waiver shall be delivered to The Club for filing with The Club records, but this delivery and filing shall not be conditions to the effectiveness of the waiver. Further, by attending a meeting either in person or/by proxy, a member waives objection to lack of notice or defective notice of the meeting unless the member objects at the beginning of the meeting to the holding of the meeting or the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the member also waives any objection to consideration at the meeting of a particular matter

not within the purposes described in the meeting notice unless the member objects to considering the matter when it is presented.

Section 3.10 Voting List.

After a record date is fixed for a membership meeting or for determining the members entitled to vote by written ballot, the Secretary and/or Club Manager shall make, at the earlier of seven (7) days before such meeting or two (2) business days after notice of the meeting has been given, a complete list of the members entitled to be given notice of such meeting or any adjournment thereof. The list shall be arranged in alphabetical order and shall show the name, email address of each member and number of votes to which each member is entitled. For the period beginning the earlier of seven (7) days prior to the

meeting or two (2) business days after notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of The Club, or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any member or the member's agent or attorney during regular business hours and during the period available for inspection.

Section 3.11 Proxies.

At all meetings of members, a member may vote by proxy by signing an appointment form or similar writing, either personally or by the member's duly authorized attorney-in-fact. A member may also appoint a proxy by transmitting or authorizing the transmission of an electronic transmission providing a written statement of the appointment to the proxy or other person duly authorized by the proxy to receive appointments as agent for the proxy or to The Club. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the member transmitted or authorized the transmission of the appointment. The proxy appointment form or similar writing shall be filed with the Secretary of The Club before or at the time of the meeting. The appointment of a proxy is effective when receiving by The Club and is valid for eleven (11) months unless a different period is expressly provided in the appointment form or similar writing.

Section 3.12 Club's Acceptance of Votes.

If the name signed on a vote, consent, waiver, proxy appointment or proxy appointment revocation corresponds to the name of a member, The Club, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and give it effect as the act of the member. If the name signed on a vote, consent, waiver proxy appointment of proxy appointment revocation does not correspond to the name of the member, The Club, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation if to do so is proper under rules established by the corporation that are not inconsistent with this Section. No member under the age of 18 shall be entitled to vote.

Section 3.13 Adjournment of Meeting.

When a meeting is adjourned to another date, time or place, notice need not be given of the new date, time or place if the new date, time or place of such meeting is announced before adjournment of the meeting at which the adjournment is taken. At the adjourned meeting The Club may transact any business which may have been transacted at the original meeting. If a new records date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting as of the new record date.

Section 3.14 Quorum and Manner of Voting.

Ten percent (10%) of the votes entitled to be cast by the members on a matter shall constitute a quorum for action on the matter. If a quorum exists, action on a matter by the members is approved if the votes cast favoring the action exceeds the votes cast opposing the action, unless the vote of a greater number of votes is required by law or The Club's

Articles of Incorporation.

Section 3.15 Meetings by Telecommunications.

Any or all of the members may participate in an annual or special membership meeting by, or the meeting may be conducted through the use of any means of communication by which all members participating in the meeting can hear and see each other live during the meeting. A member participating in a meeting in this manner is deemed to be present or in person at the meeting.

Section 3.16 Action Without a Meeting.

a) By Unanimous Written Consent.

Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing (or counterparts thereof) that sets forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof and received by The Club. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the members. Action taken under this Section is effective as of the date the last writing necessary to affect the action is received by The Club, unless all of the writings specify a different effective date, in which case such specified date shall be the effective date for such action. The record date for determining members entitled to take action without a meeting is the date The Club first receives a writing upon which the action is taken. Any member who has signed a writing describing and consenting to action taken pursuant to this Section may revoke such consent by a writing signed by the member describing the action and stating the member's prior consent is revoked, if such writing is received by The Club before the effectiveness of the action. All signed written instruments necessary under this provision shall be filed with the minutes of the membership meetings.

(b) By Written Ballot.

Any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if The Club delivers a written ballot to every member entitled to vote on the matter.

The written ballot shall:

set forth each proposed action
provide an opportunity to vote for or against the proposed action Approval by written ballot shall only be valid when the number of votes cast by ballot 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 matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

All solicitations for votes by written ballot shall:

indicate the number of responses necessary to meet the quorum requirements
state the percentage of approvals necessary to approve each matter other than election of Board Members
specify the time by which the ballot must be received by The Club in order to be counted
be accompanied by written information sufficient to permit each person voting to reach an informed decision.Written ballots may not be revoked.

Section 3.17 Termination, Expulsion or Suspension.

No member may be expelled or suspended from The Club, and no membership may be terminated or suspended, except as follows. The member shall be given not less than twenty- one (21) days prior written notice of the expulsion, suspension or termination and the reasons therefore. The member shall have an opportunity to be heard, orally or in writing, by The Board, not less than fourteen (14) days before the effective date of the expulsion, suspension or termination by The Board. Written notice must be given by certified mail sent to the last address of the member shown on The Club's records. Any member expelled or suspended shall be liable to The Club for dues, assessments or fees incurred or commitments made prior to expulsion. The provisions of this Section 3.15 apply to a member's membership in The Club and not to membership in U.S. Figure Skating, the latter of which is subject to applicable provisions of the Bylaws and Official Rules of U.S. Figure Skating pertaining to expulsion or suspension of membership privileges in U.S. Figure Skating.

Section 3.18 Delegates to the U.S. Figure Skating Governing Council.

Delegates to the U.S. Figure Skating Governing Council must be registered members of The Club and must meet the qualifications as set forth in Article VII, Section 1 of the U.S. Figure Skating Bylaws. The Club's Board shall appoint from among The Club's registered members the requisite number of delegates to the Governing Council as determined in accordance with Article VII, Section 2 of the U.S. Figure Skating Bylaws. The Club's delegates shall be representatives of The Club at the Governing Council meeting for which they are appointed as delegates and shall attend said meeting, either in person or represented by proxy. The Club will file a certificate of appointment of its delegates with the Secretary of U.S. Figure Skating, duly signed by an authorized Officer of The Club.

ARTICLE IV:

THE BOARD

Section 4.1 General Powers and Qualifications.

(a) Powers.

The business and affairs of The Club shall be managed by its Board, except as otherwise provided in the Nonprofit Law, the Club's Articles of Incorporation or these Bylaws.

(b) Qualifications.

Board Members must be
at least eighteen (18) years old
registered with U.S. Figure Skating
home club members of the Club in accordance with provisions of applicable rules of U.S. Figure Skating
voting members of the Club
In addition, Board Members of The Club must be eligible persons, as defined in the eligibility rules of U.S. Figure Skating;

*2020 U.S. Figure Skating Membership Rule (MR)

MR 2.09 (MR 4.06) – In no event may an officer of a club’s board of directors be an ineligible person (as defined in rule PSER 4.31) or a restricted person (as defined in rule PSER 4.51); however,

one restricted person, one ineligible person and eligible coaches may serve as officers of a member club’s board of directors so long as, collectively, they do not constitute a majority of the total officer positions on that board.

**Anyone can be a Board Member or Officer unless there is already a relative on The Board. However, if the majority of The Board can justify that there is a conflict of interest with any Board Member or Officer, they will be asked to leave the room while voting on and/or

discussing that topic**.

Section 4.2 Number, Term, and Election of Board Members.

(a) Number of Board Members.

The number of Board Members of The Club shall be as determined by The Board from time-to-time. As of July 2021, the number of Board Members shall constitute 7 people, plus the Past President (who does not receive a vote, but can provide insight).

(b) Change in Number of Board Members.

Any action of The Board to increase or decrease the number of Board Members, whether expressly by resolution or by implication through the election of additional Board Members, shall constitute an amendment of these Bylaws affecting such increase or decrease, and, therefore, shall require approval of the members as referred to in Section 10.8 of these Bylaws.

Board Members shall serve a term of three (3) years. At the first annual meeting of The Board after adoption of these Bylaws, classification of the Board Members may be made by dividing them into thirds [1/3]. The term of office of the Board

Members constituting the first class, shall expire at the first annual meeting of The Board held after such classification; the term of office of the Board Members constituting the second class, shall expire at the second annual meeting thereafter; and the term of office of the Board Members, constituting the third class, shall expire at the third annual meeting thereafter, and so on. At each annual meeting after such classification, the number of Board Members equal to the number of the class whose term expires at the time of such meeting shall be elected, in accordance with the procedures set forth. Each Board Member shall hold office until such Board Member’s term expires and thereafter until such Board Member’s successor shall have been elected and qualified, or until such Board Member’s earlier death, resignation or removal. No Board Member may be elected to serve more than two (2) consecutive terms in any single position, but a Board Member may be elected to serve consecutive terms after being appointed to fill a vacancy of The Board.

(d) Nomination and Election of Board Members.

At a time twenty-one (21) days reasonably in advance of each annual meeting of The Club, The Board shall appoint its Officers as a nominating committee. The nominating committee shall determine and present to the members, at a time reasonably in advance of the annual meeting, a list of nominees to stand for election as Board Members to fill the positions of those Board Members whose terms shall expire at the annual meeting. Additional nominations for Board Members to be elected may be made by any voting member at the time of the annual meeting. Not with standing anything here in above to the contrary, any nominee for election as a Board Member must provide evidence in writing in advance of, or in person at the annual meeting stating their willingness to serve if elected. The members shall, by the affirmative vote as required by the provisions of Section 3.12 of these Bylaws, elect the requisite number of Board Members from among the list of nominees.

Section 4.3 Resignation.

A Board Member may resign at any time by giving written notice of resignation to The Club. The resignation is effective when the notice is received by The Club unless the notice specifies a later effective date.

Upon resignation it is to be known the board member shall not re-run for any PHFSC Board Member position for 2 calendar years from the date of resignation.

Section 4.4 Removal.

Board Members elected by voting members or The Board may be removed as follows:

The voting members may remove one or more Board Members elected by them with or without cause unless the Bylaws provide that directors may be removed only for cause
If a Board Member is elected by a voting group, only that voting group may participate in the vote to remove that Board Member
A Board Member may be removed only if the number of votes cast to remove the
Board Member would be sufficient to elect the Board Member at a meeting to elect Board Members
A Board Member may be removed only at a meeting called for the purpose of removing that Board Member, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the Board Member.
An entire Board may be removed under paragraphs (i) to (iv) above.
A Board Member elected by The Board may be removed with or without cause by the vote of a majority of the Board Members then in office or such greater number as is set forth in the Bylaws; except that a Board Member elected by The Board to fill the vacancy of a Board Member elected by the voting members may be removed without cause by the voting members, but not The Board.

Section 4.5 Vacancies.

Any vacancy occurring among the Board Members may be filled by the affirmative vote of a majority of the remaining Board Members, though less than a quorum. A Board Member elected to fill a vacancy shall be elected for the un-expired term of such Board Member’s predecessor in office. Any Board Member position to be filled by reason of an increase in the number of Board Members shall be filled by a vote of the members, and a Board Member so chosen shall hold office until the next election of the class for which such Board Member was chosen and thereafter until such Board Member’s successor shall have been elected and qualified, or until such Board Member’s earlier death, resignation or removal.

Section 4.6 Regular Meetings.

A regular annual meeting of The Board shall be held during the month of June at a time and place determined by The Board, for the purpose of electing Officers and for the transaction

of such other business as may come before the meeting. The Board Members may provide by resolution the time and place for the holding of additional regular meetings.

Section 4.7 Special Meetings.

Special meetings of The Board may be called by or at the request of the President or any two (2) Board Members. The person or persons authorized to call special meetings of The Board may select any place as the place for holding any special meeting of the board called by them Notice stating the place, day and hour of every special meeting of The Board shall be given to each Board Member by phone or email. Such notice cannot be less than three (3) days before the date selected for the meeting. The notice of a special meeting need not specify the purpose of the meeting but only the topic for which the meeting is intended. Only the topic for which the meeting was intended can be discussed during the meeting.

Section 4.8 Quorum and Voting.

A majority of the Board Members shall constitute a quorum for the transaction of business at any meeting of The Board, and the vote of a majority of the Board Members present in person at a meeting at which a quorum is present shall be the act of The Board. If less than a quorum is present at a meeting, a majority of the Board Members present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present. No Board Member may vote or act by proxy at any meeting of Board Members.

Section 4.9 Meetings by Telephone.

Members of The Board or any committee thereof may participate in a meeting of The Board or committee by means of visual and audio communication or similar communications equipment by which all persons participating in the meeting can hear and see each other at the same time. Such participation shall constitute presence in person at the meeting.

Section 4.10 Presumption of Assent.

A Board Member who is present at a meeting of The Board is deemed to acknowledge all action taken unless:

the Board Member objects at the beginning of the meeting, or promptly upon
arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or acknowledge to any action taken
the Board Member simultaneously requests that the Board Member’s dissent or abstention as to any specific action taken be entered in the minutes
the Board Member causes written notice of the Board Member’s dissent or
abstention as to any specific action to be received by the presiding officer of the meeting before adjournment or by The Club promptly after adjournment.

The right of dissent or abstention is not available to a Board Member who votes in favor of the action taken.

Section 4.11 Action Without a Meeting.

Any action required by law to be taken at a meeting of The Board or any other action which may be taken at a meeting of Board Members may be taken without a meeting if every member of The Board in writing either:

votes for such action
votes against such action or abstains from voting and waives the right to demand that action not be taken without a meeting.

Action is taken only if the affirmative votes for such action equals or exceeds the minimum

number of votes that would be necessary to take such action at a meeting at which all of the Board Members then in office were present and voted. The action shall only be effective if there are writings, which describe the action, signed by all Board Members, received by

The Club and filed with the minutes. Any such writings may be received by email to providing The Club with a complete copy of the document including a copy of the signature. A Board Member’s right to demand that action not be taken without a meeting shall be deemed to have been waived if The Club receives a writing satisfying the requirements hereof that has been signed by the Board Member and not revoked as provided below. Actions taken shall be effective when the writings set forth a different date. Any Board Member who has signed a writing may revoke it by a writing signed, dated and stating the prior vote is revoked. However, such writing must be received by The Club before the last writing necessary to affect the action is received. All such actions shall have the same effect as action taken at a meeting.

Section 4.12 Compensation.

Board Members shall not receive compensation for their services as such, although the reasonable expenses of Board Members of attendance at board meetings may be paid or reimbursed by The Club. Board Members shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of The Club in any other capacity.

Section 4.13 Executive and Other Committees.

By one or more resolutions adopted by The Board, they may designate from among it's the Board Members an executive committee of The Board, as well as one or more other committees of The Club, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise the authority delegated by The Board, except

as prohibited by the Nonprofit Law. Rules governing meetings of any committee shall be as established by The Board, or in the absence thereof, by the committee itself.

ARTICLE V:

OFFICERS

Section 5.1 Number and Qualifications.

The elected Officers of The Club shall be a President (who shall also serve as the Chairman of the Board), a Vice-President, a Secretary and a Treasurer or Co-Treasurer as deemed necessary. The Board may also appoint such other officers, assistant officers and agents as it may consider necessary. Officers must be Board Members of The Club and, therefore, must meet the qualifications of Board Members as set forth in Section 4.1(b) of these Bylaws.

Section 5.2 Election and Term of Office.

The elected Officers of The Club shall be elected by The Board at each regular annual meeting of The Club. Each Officer shall hold office until the Officer's successor shall have been duly elected and shall have qualified, or until the Officer's earlier death, resignation or removal.

Section 5.3 Compensation.

Officers shall not receive compensation for their services as such, although the reasonable expenses of Officers may be paid or reimbursed by The Club. Officers shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of The Club in any other capacity.

Section 5.4 Resignation.

An Officer may resign at any time by giving written notice of resignation to The Club. The resignation is effective when the notice is received by The Club unless the notice specifies a later effective date.

Section 5.5 Removal.

Any Officer may be removed by The Board whenever in its judgment the best interests of the Club will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer shall not in

itself create contract rights.

Section 5.6 Vacancies.

A vacancy in any office, however occurring, may be filled by The Board for the unexpired portion of the term.

Section 5.7 Authority and Duties of Officers.

The Officers of The Club shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by The Board or these Bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

(Please see Board Rules and Responsibilities for more details)

President

The President shall be the Chairman of the Board, shall preside at all meetings of The Board, and shall perform all other duties incident to the office of the president and chairman.

Vice-Presidents

The Vice-President shall assist the President and shall perform such duties as may be assigned to them by The Board. The Vice-President shall, at the request of the President, or in the President's absence or inability or refusal to act, perform 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.

Secretary

The Secretary shall

keep the minutes of the proceedings of The Board
see that all notices are duly given in accordance with the provisions of these bylaws or as required by law
be custodian of the Club records
in general, perform all duties incident to the office of Secretary and such other duties as from time to time maybe assigned to the Secretary by
the President or by The Board

Treasurer

The Treasurer shall

be the principal financial officer of The Club and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of The Board
receive and give receipts and acquittances for moneys paid in on
account of The Club, and pay out of the funds on hand all bills, payrolls and other just debts of The Club of whatever nature upon maturity
be the principal accounting officer of The Club and as such prescribe and maintain the methods and systems of accounting to be followed,
keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to The Board statements of account showing the financial position of the Club and the results of its operations
upon request of The Board, make such reports to it as may be required at any time
perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned to the Treasurer by the The Board

Section 5.8 Surety Bonds.

The Board may require any Officer of The Club to execute to The Club a bond in such sums and with such sureties as shall be satisfactory to The Board, conditioned upon the faithful performance of such person's duties and for the restoration to The Club of all books, papers, vouchers, money and other property of whatever kind in such person's possession or under such person's control belonging to the Club.

ARTICLE VI:

STANDARD OF CONDUCT FOR BOARD MEMBERS AND OFFICERS

Section 6.1 General.

Each Board Member and Officer shall perform their duties as a Board Member or Officer, including, without limitation, their duties as a member of any committee of the Board,

in good faith
in a manner the Board Member or Officer reasonably believes to be in the best interests of The Club
with the care an ordinarily prudent person in a like position would exercise under similar circumstances

A Board Member or Officer, regardless of title, shall not be deemed to be a trustee with respect to The Club or with respect to any property held or administered by The Club including, without limitation, property that may be subject to restrictions imposed by the donor or transferrer of such property.

Section 6.2 Reliance on Certain Information and Other Matters.

In the performance of their duties, a Board Member or Officer shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the persons designated below.

However, a Board Member or Officer shall not be considered to be acting in good faith if the

Board Member or Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

The designated persons on whom a Board Member or Officer are entitled to rely are:

one or more officers or employees of The Club whom the Board Member or
Officer reasonably believes to be reliable and competent in the matters presented
legal counsel, a public accountant, or other person as to matters which the Board Member or Officer reasonably believes to be within such person's professional or expert competence
a committee of The Board on which the Board Member or Officer does not serve if the oard reasonably believes the committee merits confidence

Section 6.3 Limitation on Liability.

A Board Member or Officer shall not be liable to The Club or its members for any action the Board Member or Officer takes or omits to take as a Board Member or Officer if, in connection with such action or omission, the Board Member or Officer performs their duties in compliance with this Section.

ARTICLE VII:

CONFLICTS OF INTEREST

Section 7.1 Definition.

As used in this Section 7.2:

i. "Conflicting interest transactions" means a contract, transaction, or other financial relationship between

(a) The Club and a Board Member of The Club

(b) The Club and a party related to a Board Member

ii. "party related to a Board Member” means a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which

(a) the Board Member or a party related to a Board Member has a beneficial interest,

(b) an entity in which a party related to a Board Member is a Board Member, Officer, or has a financial interest.

Section 7.2 Procedure; Action; Disclosure.

No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give

rise to an award of damages or other sanctions in a proceeding by a member or by or in the right of The Club, solely because the conflicting interest transaction involves a Board

Member of The Club or a party related to a Board Member or an entity in which a Board Member of The Club is a Board Member or Officer or has a financial interest or solely because the Board Member is present at or participates in the meeting of The Club's Board or of a committee of The Board that authorizes, approves, or ratifies the conflicting interest transaction or solely because the Board Member’s vote is counted for such purpose if:

the material facts as to the Board Member’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to The Board or the committee, and The Board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested Board Members, even though the disinterested Board Members are less than a quorum
the material facts as to the Board Member’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon
the conflicting interest transaction is fair as to The Club. Common or interested Board Members may be counted in determining the presence of a quorum at a meeting of The Board or of a committee, which authorizes, approves, or ratifies the conflicting interest transaction.

Section 7.3 Loans.

No loans shall be made by The Club to its Board Members or Officers. Any Board Member or Officer who assents to or participates in the making of any such loan shall be liable to The Club for the amount of such loan until the repayment thereof.

ARTICLE VIII:

CONFLICT RESOLUTION

If any member of The Club has a complaint against another member of The Club for an infraction of any Bylaw, rule, policy or procedure of The Club, other than skating rules, they may file a complaint in writing to The Board of The Club. Such complaints will be investigated and resolved according to The Club's conflict resolution policy that The Club is required to adopt and have in effect in accordance with the Bylaws of U.S. Figure Skating.

ARTICLE IX:

INDEMNIFICATION

The Club shall indemnify any Board Member or Officer of the Club to the fullest extent permitted by the Nonprofit Law and any other applicable laws of the State if

such person conducted himself or herself in good faith
such person reasonably believed

in the case of Board Member acting in his or her official capacity, that his or her conduct was in The Club's best interests
in all other cases, that such person's conduct was at least not opposed to The Club's best interests

in the case of any criminal proceeding, such party had no reasonable cause to believe his or her conduct was unlawful.

However, The Club may not indemnify a person either

in connection with a proceeding by The Club in which the person is or has been adjudged liable for gross negligence or willful misconduct in the performance of the person's duty to The Club
in connection with any proceeding charging improper personal benefit to the person, whether or not involving action in the person's official capacity, in which the person was adjudged liable on the basis that personal benefit was improperly received by the person (even if The Club was not thereby damaged),

Any indemnification under this Article (unless ordered by a court) shall be made by The Club only if authorized in the specific case after a determination has been made that the person is eligible for indemnification in the circumstances because the person has met the applicable standard of conduct set forth in this Article and after an evaluation has been made as to the reasonableness of the expenses. Any such determination, evaluation and authorization shall be made by The Board by a majority vote of a quorum of The Board, which quorum shall consist of Board Members not parties to the subject proceeding, or by such other person or body as permitted by law.

ARTICLE X:

MISCELLANEOUS

Section 10.1 Records.

The Club shall keep as permanent records

minutes of all meetings of its members and The Board,
all actions taken by the members or The Board without a meeting
all actions taken by a committee in place of The Board,
all waivers of notices of meetings of members, The Board or any committee.

The Club shall also maintain the following records:

appropriate accounting records
its Articles of Incorporation and Bylaws
Board resolutions relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members, if any
a list of the names and business or home addresses of its current Board Members and Officers
a copy of its most recent corporate report delivered to the State
a record of its members which permits preparation of a list of the name and addresses of all members in alphabetical order and, if applicable, by class which shows the number of votes each member is entitled to cast
all written communications within the past three (3) years to members
all financial statements prepared for periods during the last three (3) years that a member of The Club could have requested under the State law.

Section 10.2 Inspection and Copying of Club Records.

Upon written demand delivered at least five (5) business days before the date on which a member wishes to inspect and copy any of The Club records identified in Section 10.1 of this Article, a member, their agent or attorney is entitled to inspect and copy such records during regular business hours at The Club's principal office. The Club may impose a reasonable charge, covering the costs of labor and material, for copies of the documents provided. The charge may not exceed the estimated cost of production and reproduction of the records.

A member may also inspect any other records at a reasonable location specified by The

Club upon the same terms and conditions.

Members entitled to inspect these other records must also meet the following requirements:

the member must have been a member at least three (3) months immediately
1. preceding the demand
the demand must be made in good faith and for a proper purpose
the member must describe with reasonable particularity the purpose and the records the member desires to inspect the records must be directly connected with the described purpose

The rights set forth herein may not be abolished or limited by the Articles of Incorporation or these Bylaws.

Section 10.3 Limitations on Use of Membership List.

Unless The Board gives its consent, The Club's membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member

used to solicit money or property unless such money or property will be used
solely to solicit the votes of the members in an election by the corporation
used for any commercial purpose
sold to or purchased by any person

Section 10.4 Financial Statements.

Upon the written request of any member, The Club shall email to such member its most recent annual financial statements, if any, and its most recently published financial statements, if any, showing in reasonable detail its assets and liabilities and results of its operations.

Section 10.5 Conveyances and Encumbrances.

Property of The Club may be assigned, conveyed or encumbered by such Officers of The Club as may be authorized to do so by The Board, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of The Club shall be authorized only in the manner prescribed by applicable statute.

Section 10.6 Fiscal Year.

The fiscal year of The Club should, but is not required to, correspond with the fiscal year of

U.S. Figure Skating (i.e., beginning on July 1 and ending on June 30).

Section 10.7 Severability.

The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provision were omitted.

Section 10.8 Amendments.

These Bylaws may be amended, altered, or repealed and new bylaws may be adopted by a vote of two-thirds (2/3) of the members present at any meeting of the members at which a quorum is present, and not otherwise.

BYLAWS CERTIFICATE

The undersigned certifies that he/she is the Secretary of Port Huron Figure Skating Club and that he/she is authorized to execute this certificate on behalf of said Club and the foregoing is a complete and correct copy of the presently effective Bylaws of the Club.

Name:

(Ronda S. Bingham Dated: July 7, 2021

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