Board Members
The current Board of Directors and their primary function are shown below (in alphabetical order):
Mary Collins, Treasurer
Bob DiPace, President
Wayne Ekholm
Kathy Gilligan, Vice President
Kathy Smallcomb
Jack Sullivan
Carol Waldron
Joe Webb
Renee Zimmerman
BY LAWS
Article I: Name
1. The name of the organization will be TGIF – Social. This name will be used in its entirety whenever referring to TGIF – Social events, activities, or communications with members or the public.
2. TGIF – Social is a separate and distinct organization from the ski program run by Attitash and usually referred to as TGIF – Mountain Program. Attitash may from time to time invite members of TGIF – Social to participate in Mountain Program activities (with an appropriate fee).
3. It is the responsibility of TGIF – Social members who are running activities and communicating with members to make this distinction between the Social group and the Mountain Program clear.
4. At no time will a TGIF – Social member invoke the Attitash name or TGIF Mountain Program in dealing with vendors or the general public or in arranging events or activities for TGIF – Social.
5. The TGIF – Social mailing and email list will not be used by any member for purposes other than those related to TGIF – Social. A majority of the Board must agree to any mailing that goes to members. Under no circumstances will the mailing or email list be given to a non-TGIF – Social organization or person.
Article II: Objectives
1. The objective is to provide social activities, events and programs for its members.
2. TGIF – Social is established exclusively for recreational and social purposes. No part of the net earnings or retained dues shall inure to the benefit of individual members. From time to time, retained earnings or dues may be used for charitable purposes by majority vote of the Board of Directors.
Article III: Membership and Dues
1. Membership is open to any one who is 50 years of age or older. A spouse or domestic partner of a member may join as a member with full rights even if they are not yet 50 years old.
2. There will be three levels of membership – Individual, Couple and Honorary.
a. Individual membership is for one person acting alone and has voting rights.
b. A couple, married or in a domestic partnership, may join as two individuals each with voting rights.
c. Honorary members are those appointed by majority vote of the Board to recognize individuals who have made an outstanding contribution to TGIF – Social. Honorary members do not have voting rights.
d. A membership count is determined by the total of individuals and couples whose dues are paid at the time the count is taken. Members still in the grace period for paying dues may be recognized in a separate count.
3. Dues will be set by the Board of Directors and may reflect the expenses and other factors of dealing with the different levels of membership. The fiscal year is July 1 to June 30. There is a grace period for payment of dues to December 31. The Board of Directors may change the fiscal year and grace period if needed to facilitate operations.
4. TGIF – Social activities are open only to dues paying members unless the event or activity coordinator specifically allows for guests or an exception is made by the Board of Directors. The Board may occasionally issue invitations to non-members, as individuals or organizations, to join selected events.
5. Only members who have paid their current dues are eligible to vote or to serve on the Board of Directors. When considering eligibility to vote or to serve on the Board of Directors, there is no grace period for payment of dues.
Article IV: Board of Directors
1. The Board of Directors shall consist of nine members. A quorum for purposes of voting at Board meetings will be five members. If there is a vacancy on the board, a quorum shall consist of a majority of those serving on the Board.
2. Board members serve for a period of three years and are elected at the annual meeting (usually held in March of each year). Board members may be reelected to successive terms.
3. Upon adoption of these by-laws, the current Board of Directors will stagger the terms of existing members so that three openings will occur for the annual meeting in 2006 and three more will occur in 2007. (This staggering will be based on length of service of the current Board members.) After which, regular elections will be held for three positions on the Board at each subsequent annual meeting.
4. The three Board members most recently elected will serve as a nominating committee for the next election. Current Board members may be nominated and re-elected to the Board. There are no term limits.
5. The nominating committee, in addition to any nominees it names, must recognize as a nominee anyone proposed by a written petition signed by ten or more voting members and presented to the nominating committee before the date of the annual meeting.
6. Voting will be at the annual meeting by show of hands unless there is a motion, seconded and passed, for a written, secret ballot. If there is a slate of four or more candidates, the top three vote-getters will be elected to the board.
7. If an opening occurs on the Board due to the resignation of a Board member or any other reason, the Board may appoint a replacement member to serve out that term.
8. The Board will elect a President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and Membership Chairman at its first meeting following the annual meeting. The Board will determine the duties of the officers and may change those duties from time to time. The Board may elect other Board or general members to other positions not listed here as the need arises.
9. Notwithstanding Article IV-8 above, the President will serve as the contact person with the Attitash TGIF – Mountain Program. The Vice President will act as the President at meetings and during the normal conduct of business if the President is unavailable or absent.
10. Board meetings are held at the call of the Board. The general membership is welcome to attend Board meetings. The Board may vote to go into Executive Session to discuss matters they deem sensitive or those involving specific individuals whether on the Board or not.
11. Legitimate expenses incurred by Board and general members in connection with running TGIF – Social activities may be reimbursed upon majority vote of the board. This vote must take place before the expense is incurred.
12. The most recent treasurer’s report is available to any member on request.
13 a. Decisions by the board at a Board meeting, unless otherwise noted in these by-laws, are by majority vote with all Board members present voting. A quorum needs to be present in order to have a vote.
b. If Board members are absent when a vote takes place at a Board meeting and the vote of those absent could have changed the outcome of the original vote, then absent members will be allowed to vote at the next available opportunity, whether by email, phone, regular mail or at the next regularly scheduled meeting. In this situation, absent members cannot vote until they have received and read the minutes of the missed meeting.
c. Board members who will be absent from a meeting may vote by proxy provided they are either voting for officers or voting on an issue placed on the agenda in writing and not subject to change during the Board meeting. Otherwise, absent members may vote according to IV-13b above.
14. Occasionally a Board vote on an item may be required between scheduled meetings. In this case, the President may poll the Board by email. The President must contact all Board members and allow them to vote, and a 2/3 majority is required to approve the question. Board members who are traveling or otherwise unavailable will be treated as a vacancy in the Board for the purposes of this vote. If at least three Board members contacted by email request that the issue be discussed at a Board meeting, the President will defer the vote until the Board meets and discusses the issue.
15. A special Board meeting may be called by the President with the approval of a majority of the Board.
Article V: Annual Meeting
1. TGIF – Social shall hold an annual meeting for the purposes of elections and to conduct any necessary business in the Spring of each year preferably in March. The exact date will be determined by the Board, but in no case will it be more than 13 months from the previous annual meeting.
2. Members in good standing, eligible to vote and present at the annual meeting will constitute a quorum for voting on issues at the annual meeting.
3. The intent of the annual meeting is to provide a forum for the Board and members to interact as needed. As a general rule the objective is to keep the meeting as brief as possible.
Article VI: Responsibilities of Board
1. The Board will actively solicit comments from members about past events and suggestions for future events. Board members are expected to be active participants and leaders in TGIF – Social events.
2. The Board will arrange a mix of activities for TGIF – Social including, but not limited to, dinners, trips, social events, golf and ski outings with an objective of keeping costs affordable to the membership. The Board may also work with local vendors to obtain merchandise discounts for members. The Board may partner with businesses or actually join other organizations to enhance the availability of activities to members. In undertaking to partner with or join other organizations, the decision will be based on the overall benefit to the membership at large and the affordability of the venture.
3. In order to avoid even the appearance of self-dealing, Board members will not accept any special deals, discounts or privileges as part of the arranging for TGIF – Social events, activities or merchandise discounts within New Hampshire. Considerations such as free or reduced price rooms, lift tickets, passes, meals, merchandise, etc. will not be accepted by Board members in conjunction with TGIF – Social activities, partnerships or memberships unless such consideration can be shared equally by the membership or used in some way to the benefit of all.
4. Violation of article VI-3 will result in removal from the Board.
5. Trips or events taking place outside New Hampshire may result in free meals, room or tickets for the event organizer consistent with industry practices. These may be accepted by the event organizer.
6. At any time, the Board may vote to remove a member from the Board for failure to attend scheduled Board meetings, failure to participate in TGIF – Social activities, failure to follow these by-laws, or for conduct deemed by the board not to be in the best interests of TGIF – Social. The member subject to removal is not considered counting in this vote. A unanimous vote is necessary to remove a Board member.
Article VII: Adoption and Changes
1. These by-laws may be adopted by majority vote of the Board of Directors.
2. These by-laws may be changed by:
a. A 7/9 vote of the Board or by an (x-1)/x (where x is the number of actual Board members) vote if there are fewer than nine board members. This vote must take place at a Board meeting.
b. A majority vote of the membership (quorum) at the annual meeting.
3. Any proposed amendments must be presented in writing or by email to all Board members within 14 days of the next Board meeting in the case of Article VII-2a and to all members within 14 days prior to the annual meeting in the case of Article VII-2b. One attempt to communicate proposed changes using TGIF – Social’s standard communications procedures is sufficient for this article.
Article VIII: Dissolution
The Board of Directors may, by three-fourths majority, vote to dissolve TGIF – Social based on a drop in membership and lack of interest. All just and legal debts and liabilities shall be paid, and any remaining assets, which may not and will not go to any of its members, will be distributed to a non-profit organization.