By-laws and Amendments

BY-LAWS OF MICHIGAN SPEEDSKATING ASSOCIATION

ARTICLE I–Membership

The association may establish clubs that conform to the by-laws of the Michigan Speedskating Assocition (MSA). The clubs will be responsible for developing athletes in the sport of ice speedskating. Each club will elect its own board of directors, establish by-laws consistent with the parent organization (MSA), charge a registration/membership fee to pay for expenses such as ice rental and office supplies. Each club will be assessed a fee to the state association to help pay for the cost of awards at state championship events. This fee will be determined by the board of directors of MSA at their fall meeting. In addition to the club assessment, each individual skater will provide a registration fee to the state association payable annually to be considered a member in good standing. No skater will be permitted to participate in any event or practices without having paid their membership fees.

The state association will provide oversight of the individual clubs. A club may face expulsion or suspension for any conduct deemed to be not in keeping with the mission or policies of the state association. The club will be permitted due process before the entire board of directors to explain its actions and present its case in defense. Upon completion of the hearing, the board will issue its findings including the possibility of suspension or revocation of its charter.

The state association may from time to time conduct an audit of the finances of each club to insure that they are in compliance with the policies of the state association.

Board of Directors

The board of directors of the Michigan Speedskating Association shall consist of two members from each club. The Board of Directors shall meet at minimum twice a year with a fall meeting prior to the start of the ice season and a spring meeting after the state championships in March. Each member will have one vote.

At the fall meeting, the directors shall elect from the membership an executive board that shall consist of a president, vice president, treasurer and secretary. Terms will be for two years with a staggered term to prevent a full board turn-over.

Board of Directors duties shall consist of but not limited to: setting the race schedule, determine club and membership fees, make necessary rule changes, send a representative to the national convention, establish clinics and camps, train coaches and ice officials and whatever other business is deemed necessary.

Clubs–The Michigan Speedskating Association recognizes the following clubs as in good standing: Wolverine SC, Bay County SC, Midland SC, West Michigan SC, Alpena SC, Petoskey SC and Capital Area SC. Any other clubs may apply for membership.

Officer’s Duties

The president will conduct all business and general membership meetings in accordance with Robert’s Rules of Order. The VP shall fill in for the president in their absence. The secretary will take minutes of board meetings and distribute them to the membership via newsletter or private mailings. The treasurer will collect fees and account for all expenses in the operations of MSA.

ARTICLE II–Meetings and special meetings

The state board will meet in the fall and spring. However, a special meeting may be called from the membership upon presentation of a petition including the signatures of 1/4 of the state membership.

ARTICLE III–Amendments

The by-laws of the MSA may be amended at any meeting with a 2/3 vote of those present at the meeting. The results of any amendments must be published and distributed to the membership as soon as practical.

ARTICLE IV–Dissolution

The Michigan Speedskating Association is a nonprofit corporation and as such must be governed by the rules of the state of Michigan regarding the disposal of assets in the event of the dissolution of the association. No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its members, trustees, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clauses hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervened in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of this document, 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 section 501 (c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE V–Distribution of assets upon dissolution

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, of a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal officer of the organization is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VI–Limitation of liability

The directors of the MSA are not personally liable to the corporation or its members for monetary damages for breach of the director’s duty as a fiduciary.

The corporation assumes liability for all acts or omissions of a non-director volunteer if all of the following apply:

1) The volunteer was acting or reasonably believed he or she was acting within the scope of authority attributed to him or her.

2) The volunteer was acting in good faith.

3) The volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct.

4) The volunteer’s conduct was not an intentional tort.

5) The volunteer’s conduct was not a tort arising out of the ownership, maintenance or use of a motor vehicle for which tort liability may be imposed under Section 500.3135 of Michigan Complied Laws.