BYLAWS OF MAINE ALPINE RACING ASSOCIATION

ARTICLE 1

Name, Non-Profit Status, and Corporate Seal

  1. The name of this organization shall be the MAINE ALPINE RACING ASSOCIATION  (hereinafter "MARA" ), and it shall be recognized as an affiliated entity by the United States Ski & Snowboard Association (“USSA”), the National Governing Body, recognized by the United States Olympic Committee and International Ski Federation, as the governing body for skiing and snowboarding in the United States of America.
  1. MARA shall be incorporated under the laws or the state of Maine as a not-for-profit Corporation and it shall be organized so as to qualify as a non-profit, charitable, tax-exempt organization under section 501(c)(3) or the Internal Revenue Code.
  1. MARA shall have no corporate seals unless required by the laws of the

State of Maine.

ARTICLE II

Offices and Agent

  1. The principal office of MARA shall be located at 3012 Brackett Brook Rd. Bigelow #19, Carrabassett Valley, Maine, 04947, or at such other location as may be approved by the Board of Directors of MARA (hereinafter “the Board").
  1. The principal office of MARA shall also be its registered office. The registered agent of MARA at such registered office shall be the Chairman of the Board of MARA.
  1. MARA may maintain other offices at such locations as may be approved from time to time by the Board.

ARTICLE III

Vision, Mission and Objectives

  1. The vision of MARA is to support USSA 's vision of making the United States of America the best in the world in Olympic skiing and snowboarding.
  1. The mission of MARA is to support the mission, vision and values of USSA by striving:
  1. To unite the various alpine skiing organizations in Maine in an association that will promote and further amateur alpine skiing competition at the youth, junior, high school, college and masters level.
  2. To provide a link to the U.S. Ski and Snowboard Association by communicating with regional and national representatives of USSA in an effort to keep MARA and its members informed as to developments at the regional and national level.
  3. To foster the ideals of good sportsmanship, and emphasize the fun of competition and the contribution that competition can make to skiing skills, educational opportunities and individual character.
  4. To provide an equal opportunity for alpine ski racers to participate in amateur athletic competition without discrimination on the basis of race, color, religion, age, sex, or national origin.
  1. The objectives through which MARA shall accomplish its mission shall include the following:
  1. Disseminating education, training, and supporting USSA members in their goal to achieve sustained success in all levels of ski and snowboard competitions; and by helping members to use ski and snowboard competition to develop their highest athletic and personal  potential;
  1. Achieving and maintaining long-term financial stability;
  1. Administering and coordinating programs which provide competitive opportunities in skiing and snowboarding and establishing a clear path for athletic progression for USSA members;
  1. Establish a race calendar and entry criteria for those races consistent with USSA, USOC and FIS rules;
  1. Establish local rules and policies consistent with USSA rules and policies that facilitate excellence in competition and athletic development;
  1. Fostering and encouraging interest and participation in USSA sanction skiing and snowboarding;
  1. Assisting the USSA Alpine Sport Committee (“ASC”) in the implementation of its mission to make recommendations to the USSA Board and implementing the directives of the USSA Board.
  1. Disseminating SafeSport and Anti-doping resources at the request of USSA.

ART ICLE IV

USSA, USOC and FIS Compliance

In compliance with the requirements of the FIS and USOC, the provisions of the Ted Stevens Olympic and Amateur Sports Act of 1998, and the USSA Bylaws, MARA shall:

  1. Keep membership open to all individuals who are amateur athletes, coaches, trainers, managers, officials, and administrators in skiing and snowboarding;
  1. Provide an equal opportunity to amateur athletes, coaches, trainers, managers, administrators, and officials to participate in amateur athletic competition, without discrimination on the basis of race, color, religion, age, sex, or national origin, and with fair notice and opportunity for a hearing before declaring any such individual ineligible to participate;
  1. Ensure that its Board of Directors and any other committees with governance responsibilities are composed of members selected without regard to race, color, religion, national origin, or sex;
  1. Whenever possible, ensure that its Board of Directors and any other committees with governance responsibilities include membership and voting strength of eligible athletes to be not less than twenty percent (20%).  Athlete eligibility shall be defined as those individuals who have held a USSA competitor license and have competed in USSA competition (non-masters level) with in the past 10 years;
  1. Provide procedures for the prompt and equitable resolution of grievances of its members;
  1. Submit to binding arbitration, conducted in accordance with the commercial rules of the American Arbitration Association, in any controversy involving (i) the recognition of the USSA as an NGB with respect to any component or discipline of skiing or snowboarding, or (ii) the opportunity of any amateur athlete, coach, trainer, manager, administrator or official to participate in amateur athletic competition;
  1. Provide USSA access to MARA books and records in order to permit USSA to ensure compliance with the above.

ARTICLE V

Voting Rights and Affiliation

  1. MARA shall be a non-profit organization open to all regardless of race, creed, color, or sex, and who pay such membership fees as the USSA Board shall approve from time to time.
  1. All members of MARA must be members of USSA.

ARTICLE VI

Government and Operation

  1. MARA shall have a Board of Directors ("the Board") which shall lead MARA in the pursuit of the realization of its vision and the fulfillment of its mission.
  1. Whenever possible, the Board shall be comprised of members in good standing of the USSA who, except for eligible athlete representatives, shall be over twenty-one (21) years of age.  Every member of the Board shall be entitled to vote in person on Board business unless the member is designated below as a non-voting ex officio member or is ineligible under the USSA’s conflict of interest policies.
  1. Voting by proxy shall not be permitted and each member of the Board shall have one (1) vote regardless of how many offices that person may hold.
  1. Each member of the Board shall serve a regular two-year term, beginning with the annual Board meeting.  Board terms shall be subject to the following provisions:

(a) Members of the Board may serve for a maximum of four (4) full consecutive terms, unless elected as an officer before the end of a fourth (4th) full consecutive term, in which case a member may serve on the Board until the expiration of the term of his/her office.

(b) The Board shall provide for staggering of terms on the Board by, from time to time, extending or shortening terms by up to one year. Notwithstanding anything in these bylaws to the contrary, action to shorten or extend Board terms to provide for staggering of terms shall require a majority vote of a quorum of the Board.

(c) Any director may be removed for cause by the Board by the affirmative vote of two-thirds (2/3) of all other members of the Board, after due notice to and opportunity to respond by the respective director.

  1. The Board shall provide a reasonable opportunity during the annual meeting of members for members to comment upon the actions and policies of the Board.
  1. The Board shall form, from among its members, an Executive Committee which shall be empowered to act upon all matters requiring Board attention between meetings of the full Board. The Executive Committee shall have authority to act for the Board only in meetings in which all voting Executive Committee members are participating (either personally or via teleconference), and during such times the Executive Committee shall possess the same powers, authority and responsibilities as the Board. The Executive Committee shall be a permanent standing committee, and shall discharge its responsibilities in accordance with the following provisions:

(a) The Executive Committee shall consist of five (5) voting members, including the Chairman; the Vice Chair; Secretary; Treasurer and one eligible  athlete representative.

(b) All actions taken by the Executive Committee must be ratified by the Board at its next meeting where a quorum is present, and if not so ratified, fail and measures taken in support of the act ion should be reversed to the extent reasonably possible. Ratification may be made through the use of mailed consents.

  1. The Board shall form, from among its members, a Nomination Screening

Committee.

(a) The Nomination Screening Committee shall be comprised of three (3) members of the Board, whenever possible, representing a cross-section of backgrounds, selected by the Board Chairman, and shall include at least one eligible athlete representative.

(b) The Nomination Screening Committee shall review each nominee to the Board to determine his/her ability to provide effective representation and leadership on the Board, including g such things as whether such nominee appears to maintain as a principal focus the well -being of the generally rather than any particular interest or issue; and whether he/she possesses the requisite understanding of competitive skiing and snowboarding generally, corporate operations or other matters necessary to provide effective representation on the Board.

(c) The Nomination Screening Committee may also be used to assist the Board in appointing any committees created by the Board or which the Board is required to fill under these bylaws.

(d) For each nomination it considers, the Nomination Screening Committee shall forward to the full Board a recommendation that the nomination either be accepted or rejected, along with any appropriate explanation for its recommendation at least twenty-one (21) days in advance of a vote. The Board shall not be bound by recommendations of the Committee. The Board generally should accept a nomination absent reasonable grounds for rejecting the nomination.

(e) The Nomination Screening Committee shall be a permanent standing committee.

  1. The Board shall elect, from among its voting members, a Chairman and a

Vice Chair, each of whose terms of office shall be two (2) years. The elect ion and duties of the Chairman and Vice Chair shall be as set forth below:

(a) The responsibilities of the Chairman shall be to preside at all meetings of the Board. The Chairman shall be a full voting member of the Board, and also be an ex-officio member of all committees. The term of the office of Chairman shall be two years, which shall be timed so that every other term commences al the first annual meeting or members following the most recent Olympic Winter Games.  Any member may nominate any other member for direct election to the office of Chairman. At the time he/she takes office, the Chairman shall vacate his/her former seat on the Board and shall occupy only the seat of the Chairman. His/her former seat shall be deemed vacated and shall be filled in accordance with the procedures set forth in these bylaws for filling mid-term vacancies. At the end of his/her first term in such office, the Board may, but need not, vote to retain the Chairman for a second consecutive term, but no Chairman shall serve for more than two consecutive full terms.

(b) The Vice Chair shall discharge the duties and obligations of the

Chairman in his/her absence or in case of his/her inability to serve. I f the current Chairman is retained for a second consecutive term or if a new Chairman is elected directly, the Board shall also vote on whether to retain the Vice Chair for a second consecutive tern. The Vice Chair shall be elected by the Board from among its current members every two years at the annual meeting of members, and at a time prior to the consideration of nominations of new members to the Board. No member may serve more than two consecutive terms in the office of the Vice Chair. Election of the Vice Chair shall be timed such that every other term of the Vice Chair shall commence at the first annual meeting of members following the most recent Olympic Winter Games. Any member of the Board may nominate any other member of the Board for the position of Vice Chair. The Vice Chair shall be seated and empowered from the time of hi s/her election until his/her successor is duly elected.

ARTICLE VII

Meetings

  1. A regular annual meeting of the Board shall be held during the month of

May or June the time and place determined by the Board, for the purpose of electing directors and officers and for the transaction of such other business as may come before the meeting.

  1. Special meetings of the Board may be called by or at the request of the Chairman.
  1. All meeting of the board shall be open to attendance by any interested member in good standing of the USSA, except that the Board may close such meetings for discussion of matter of a legally sensitive nature.
  1. Any action required or permitted to be taken at a meeting of the Board or of a committee of the Board may be taken without a meeting if, prior or subsequent to the action, a consent or consents in writing setting forth the action so taken shall be unanimously agreed to by all of the directors in office and filed with the Chairman.
  1. In the event of a procedural dispute, Robert's Rules of Order, most current edition, will be consulted and will govern. In the event of any ambiguity or deficiency in these bylaws, the Board shall adopt an interpretation of the provision at issue by majority vote.
  1. The Chairman shall arrange for the taking of minutes at all meetings of the Board and at the annual meeting of members and will certify that they represent an accurate meeting history.  Minutes of all meetings will be distributed to all directors, and be made available upon request to all members within thirty (30) days of each meeting.
  1. Any member of the Board not physically present at a meeting may participate in such meeting by the use of any telecommunications system which enables him/her to engage in two-way communication with all of the other directors taking part in the meeting, and shall be deemed present in case of such participation.
  1. At any meeting of the Board or any permanent standing committee, a quorum shall consist of a majority of all directors or members of the committee entitled to vote. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors or committee members if any action taken is approved by a number which would constitute at least a majority of the required quorum; provided that the following actions can only be taken when a full quorum is present: (1) election of officers; (2) approval of annual budgets by the Board; and (3i) such other issues as may be designated elsewhere in these bylaws as requiring a certain number of votes or attendees.

ARTICLE VIII

Conflict of Interest and Ethical Practices

  1. The Board shall adopt USSA’s code of conduct and USSA’s conflict of interest and ethics policies.

ARTICLE IX

Grievances, Suspensions and Appeals

  1. Grievances. Every members of MARA shall have the right to pursue written grievances concerning actions by the Board, any of its committees, or any of their members acting in their official capacities in accordance with the procedures set forth below:
  1. A grievance shall be defined as an allegation by a member that the Board, any of its committees or any member while acting in an official capacity has violated these bylaws or has failed to discharge its obligations under the USSA Bylaws, USOC Bylaws or the Ted Stevens Olympic and Amateur Sports Act.
  1. A complaint may initiate the grievance process by filing a written complaint with the principal office of MARA.  The Complaint shall include the following:

(a) The identity of the complainant;

(b) The identity of the member(s), Board(s), or committee(s) of MARA against whom the grievance is directed (hereinafter collectively the “Respondents”);

(c) A short and plain statement of the facts giving rise to the grievance, including the action at issue, Bylaws or official written policies or procedures adopted by the Board which are alleged to have been violated by the action, the parties involved in the action, the harm to the complainant as a result of such action, and the relief sought;

(d) The signature of the complainant (and the signature of his/her parent or legal guardian if he/she is under eighteen (18) years of age); and

(e) Any reasonable filing fee adopted in advance by the Board.

  1. Within ten (10) says of receiving the Complaint, the Board shall refer the matter to USSA for disposition pursuant to Article IX of the USSA Bylaws.

ARTICLE X

Indemnification

  1. The members of the Board, as a board and individually are specifically held harmless by MARA for all actions taken in good faith on behalf of MARA, including omissions, unless found culpable in a court of law of willful malfeasance, illegal activity or gross negligence. No indemnification will be provided where an officer, director or other member is adjudicated to be liable and a central reason for this finding is that he/she acted in bad faith. No indemnification will be provided where he/she is found to have personally and substantially benefited from his/her actions and these actions in any way injured MARA or placed it at risk of injury.  Where the officer, director or II member has not been adjudicated to be in bad faith and where his/her actions did not injure or threaten to injure MARA, no in indemnification will be provided to the extent that the officer or director personally profited as a result of his/her actions. No indemnification will be provided to an officer, director or member where the liability was the result of an action initiated by that person and where the initiation of the action was unauthorized by the Board or these bylaws.

ARTICLE XI

Amendments

  1. Amendments to these bylaws may be proposed by any member of the Board.
  1. Proposed amendments shall be voted upon by the Board only at the annual meetings of members.
  1. Proposed amendments shall be presented as follows:
  1. State who is proposing the amendments.
  1. State in writing that portion of the existing text in its entirety, inclusive of all portions which are to be considered for change.
  1. Within the text of the above statement in 2. show any new phrases or addenda with all words to be added underlined thus: new verbiage.
  1. Within the text or the above statement in 2, show any dropped phrases or deletions with all words to be deleted stricken through thus: 
  1. The proposed amendment must be accompanied by a brief explanation or the reasons for the proposed amendment, and the effect or the change, if adopted.
  1. Unless withdrawn, proposed amendments which have been prepared less than sixty (60) days and circulated less than thirty (30) days in advance of meetings at which such mailers would otherwise be considered shall automatically be placed on the agenda for action at the next meeting of the Board which is at least thirty (30) days after the date of mailing of such proposed amendment.
  1. Amendments to these bylaws may be adopted only by the affirmative vote of two-thirds (2/3) of the full Board of MARA.
  1. Any amendment by these bylaws shall become effective forty-five (45) days from the date of approval by the Board of MARA and by the USSA Board.

ARTICLE XII

Dissolution

MARA may dissolve only by an affirmative vote of the Board in the manner and proportions described below. Each member of the Board shall be given notice of a special meeting called for the purpose of dissolution in the manner prescribed herein for special meetings. At a special meeting of the Board, three-quarters (3/4) of all then current directors must approve the proposed dissolution. In the event of dissolution, the disposal of the assets of MARA shall devolve upon the Board