PENGUIN FIGURE SKATING CLUB

PFSC CONSTITUTION

PENGUIN FIGURE SKATING CLUB, INC.
CONSTITUTION
Member Club of The United States Figure Skating Association

ARTICLE I
DEFINITIONS

"CORPORATION" or "CLUB" shall mean the not-for-profit entity incorporated under the laws of the Commonwealth of Pennsylvania as the "Penguin Figure Skating Club".

"BOARD OF DIRECTORS" or "BOARD" shall mean the body of MEMBERS charged with the duties and powers of managing the business and affairs of the CORPORATION in accordance with the provisions of Article VII of this Constitution. The Board shall be comprised of MEMBERS who are elected in accordance with the provisions of Article VI.

"OFFICER" or "OFFICERS" shall mean a member or members, respectively, of the BOARD charged with the duties of the President, Vice-President, Secretary, Treasurer, and/or Assistant Secretary/Treasurer.

"MEMBER" or "MEMBERS" shall mean a person or persons enrolled in the CORPORATION.

"SKATING MEMBER" shall mean a MEMBER in good standing, who purchases ice time provided by the CLUB.

"VOTING MEMBER" shall mean an ADULT in good standing whose membership category includes voice and vote in the CLUB's activities.

"ADULT" shall mean a MEMBER who is at least 18 years of age at the start of the club season.

"JUVENILE" shall mean a MEMBER who is not at least 18 years of age at the start of the club season.

ARTICLE II
NAME AND CORPORATION

Section 1. NAME: The Organization shall be known as the Penguin Figure Skating Club, Inc.

Section 2. INCORPORATION: The CLUB was organized on November 10, 1941. The first Constitution and By-laws were adopted on December 21, 1941 and published on June 15, 1942.

The non-profit Incorporation Charter was granted under the Laws of the State of Pennsylvania by the Lehigh County Courts on December 18, 1950.

Section 3. OFFICERS OF INCORPORATION: The five OFFICERS of the CLUB shall be the five Officers of Incorporation.

Section 4. LOCATION: The CLUB shall have its headquarters at the Ice Palace, 623 Hanover Ave, in Allentown, Pennsylvania.

ARTICLE III
PURPOSE

Section 1. PURPOSE: The purpose of the CLUB is to: promote in the instruction, practice and advancement of the members any or all of the disciplines of figure skating; encourage and cultivate a spirit of good sportsmanship among ice skaters; and carry out the general policies and objectives of the USFSA.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. MEMBERS OF THE BOARD: In any one year there shall be a BOARD OF DIRECTORS consisting of the following:

a. All duly elected OFFICERS then serving the CLUB (i.e., President, Vice-President, Secretary, Treasurer, and Assistant Secretary/Treasurer).

b. An additional three MEMBERS (hereafter referred to as Directors), then in good standing, as duly elected to such BOARD.

c. Any one MEMBER who served as President during any of the three years immediately preceding the current year (hereafter referred to as Past President), and still maintaining any club membership.

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Section 2. METHOD OF ELECTION: The candidates for the BOARD OF DIRECTORS (i.e., Officers and Directors) shall be nominated by a Nominating Committee appointed by the BOARD and confirmed by nomination at the Nomination Meeting of the membership. The Nomination Meeting shall be held at least two weeks in advance of the Annual Meeting, for the purpose of receiving the report of the Nominating Committee and for the purpose of receiving further nominations from the floor of candidates for the offices and directorships. This meeting shall terminate all nominations.

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Section 3. ELECTIONS AND TERM OF OFFICE

a. OFFICERS: The President, Vice-President, Secretary, Treasurer, and Assistant Secretary/Treasurer shall be elected at the Annual Meeting of the CLUB, and shall hold office for one year, or until their successors are elected, beginning with the next regular BOARD meeting. If an office becomes vacant, the President shall appoint a MEMBER in good standing (such appointment to be approved by the BOARD OF DIRECTORS) to fill such office for the remainder of the term.

b. DIRECTORS: The Directors shall be elected at the Annual Meeting of the CLUB, and shall hold office for three years, or until their successors are elected, beginning with the next regular BOARD meeting. The election of Directors and their terms shall be staggered such that only one Director need be elected at any one Annual Meeting. If a directorship becomes vacant, the President shall appoint a MEMBER in good standing (such appointment to be approved by the BOARD OF DIRECTORS) to fill such office for the balance of the year. At the next regular Annual Meeting of the CLUB, a Director shall be elected for the unexpired term, if any.

c. PAST PRESIDENT: The Past President shall be appointed by the newly elected President, following elections, and shall serve a term of one year, beginning with the next regular BOARD meeting.

d. METHOD OF VOTING: Vote shall be by ballot, and the person receiving the greatest number of votes shall be elected.

e. RESIGNATION: A member of the BOARD may resign by written notice to the President, or to next in charge if such resignation is that of the President's.

f. REMOVAL FOR CAUSE: If any member of the BOARD no longer remains a member in good standing, has three or more unexcused absences (as determined at the President's discretion) from BOARD meetings in any twelve month period, is declared of unsound mind by a final order of court, or is convicted of a felony, the BOARD may declare the office of such BOARD member vacant.

ARTICLE V
POWERS AND DUTIES OF OFFICERS AND PAST PRESIDENT

Section 1. PRESIDENT: It shall be the duty of the President to take charge of the CLUB; to preside at all meetings of the CLUB and of the BOARD OF DIRECTORS. The President -shall have the entire supervision and management of the CLUB and its property pending the action of the BOARD OF DIRECTORS; the power to suspend any member for violating the Bylaws or regulations of the CLUB, pending the approval of the BOARD; and to call special meetings and CLUB meetings. He/She shall have no vote except in the case of a tie. He/She shall be an ex-officio member of all committees.

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The President, together with another designated officer, shall sign all agreements and contracts made by the club, upon the approval of the BOARD OF DIRECTORS.

The President shall appoint all special committees. He/She shall propose the name of a MEMBER for any vacancy on the BOARD. He/She shall turn over all papers, materials, etc. belonging to the CLUB to his/her successor promptly.

Section 2. VICE-PRESIDENT: It shall be the duty of the Vice-President to assist the President in his absence, inability or refusal in the discharge of his duties and, when so acting, shall have the powers of the President. He/She shall forward all materials, papers, etc. pertaining to his office to his successor promptly.

Section 3. TREASURER: The Treasurer shall have charge of the funds of the CLUB and shall keep a record of all receipts and disbursements and shall render a written report when requested by the President or BOARD OF DIRECTORS. Disbursements shall be made only upon vouchers approved by the BOARD OF DIRECTORS. The funds shall be deposited in the name of the CLUB in a bank or other financial institution as the BOARD may designate. All disbursements by check shall be signed by the Treasurer and the President, or another designated officer of the BOARD OF DIRECTORS.

He/She shall balance his/her books, put the records and other papers pertaining to his/her office in proper order and turn over promptly to his/her successor. He/She may be bonded by such recognized form or institution that the BOARD may specify for an amount that the BOARD may deem adequate for the protection of its treasury.

Section 4. SECRETARY: It shall be the duty of the Secretary to keep the "minutes of the meeting" of the CLUB and the BOARD OF DIRECTORS, and to supervise all reports and documents connected with the business of the CLUB. The Secretary shall keep records of the names and addresses of all members, conduct all correspondence and issue notices of all meetings of the CLUB and the BOARD OF DIRECTORS, as directed. He/She shall forward all papers, materials, and equipment pertaining to the CLUB promptly to his/her successor.

Section 5. ASSISTANT SECRETARY/TREASURER: The Assistant Secretary/Treasurer shall perform all duties of the Secretary and/or Treasurer in their absence, and shall assist either or both in the performance of their duties.

Section 6. PAST PRESIDENT: The Past President shall advise the BOARD on various matters affecting the operation and affairs of the CLUB, and notwithstanding any provisions to the contrary, and regardless of membership class held, shall have full voice and vote on the BOARD and in the CLUB's activities.

ARTICLE VI
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. POWERS & DUTIES: The business, property, and affairs of the CORPORATION shall be managed by the BOARD OF DIRECTORS which shall have all such powers of the CORPORATION and shall do all such lawful acts and things as are permitted by law. Such Powers and Duties shall include, but not be limited to the following:

a. AUTHORITY: The BOARD shall have the entire authority in the management of affairs and finances of the CLUB and shall have general control of all its property. All rights and powers connected therein shall be vested in them.

b. RULES: The BOARD shall make such rules as they deem proper respecting the use of the CLUB's property; prescribe rules for the admission of strangers; fix penalties for offenses against the rules; and make rules for their own government and for the government of the committees appointed by them.

c. APPROPRIATIONS: All appropriations from the funds of the CLUB shall be made by the BOARD OF DIRECTORS.

d. AUDITS: At the BOARD's discretion, the BOARD may audit, or secure the services of a qualified individual to audit, the books and records of the Secretary, Treasurer, and/or committees.

e. INDEBTEDNESS: The BOARD shall have the power to limit the indebtedness of a MEMBER.

f. CANDIDATES FOR MEMBERSHIP: The BOARD shall elect to membership in the CLUB, as hereinafter provided, such candidates as they consider acceptable. Such elections must be by majority vote at a regular meeting of the BOARD. No rejected candidate shall be eligible to membership within six months after rejection. Rejection may not be discriminatory as to race, age or religious preference.

g. SUSPEND OR EXPEL: The BOARD shall have the power to suspend or expel any MEMBER for violations of the Constitution, Bylaws, or CLUB rules and/or regulations, for failure to pay dues or other indebtedness to the CLUB; or for conduct which they shall deem improper. No MEMBER shall be expelled or suspended without the right to a hearing, such hearing to be held within thirty (30) days of such expulsion or suspension.

h. READMIT TO MEMBERSHIP: The BOARD may, at a regular meeting, readmit to membership, any former member whose resignation has been fully accepted, or who otherwise has been suspended or expelled from membership. Such readmission shall be by

majority vote of the BOARD. No rejected candidate shall be again proposed for readmission within six months after rejection.

i. COMMITTEES: The BOARD shall appoint all standing committees with full authority over them, and shall appoint other committees from time to time as they may deem necessary.

j. USFSA DELEGATES: The BOARD shall appoint from among its eligible MEMBERS, a number of delegates in proportion to the total number of USFSA registered MEMBERS of the CLUB during the preceding fiscal year as specified by the USFSA Bylaws. The delegate(s) shall be representative(s) between the CLUB and the Association and shall attend the USFSA Governing Council meeting, either in person or by proxy. The CLUB shall file a certificate of such appointment with the Association, such certificate to be provided by the Association.

k. EXPENDITURES AND REVENUE: The BOARD shall prepare a budget for the upcoming CLUB season/fiscal year, which shall include proposed sources of revenue and anticipated expenditures.

l. DUES, FEES, AND ASSESSMENTS: The BOARD shall set the amount of dues, and shall set such fees to be paid by the membership for CLUB ice time usage. The BOARD shall determine the amount and schedule for such ice time purchased by the CLUB. The BOARD shall set any other assessments as it may deem necessary in the normal course of managing the finances of the CLUB.

Section 2. MEETINGS: The BOARD OF DIRECTORS shall meet on an average of once a month during the skating season. The date of such meetings shall be stated by the President, or in his/her absence, by the Vice-President.

Any three (3) members of the BOARD may call a BOARD meeting upon written notice to all the members of the BOARD OF DIRECTORS at least seven (7) days prior to the meeting. The notice shall state the date of the meeting, purpose for which the meeting is called, and the names of the three (3) members requesting the meeting.

Section 3. QUORUM: The quorum for BOARD meetings shall be six (6) BOARD members, and a quorum shall be present before any business can be legally transacted.

ARTICLE VII MEMBERSHIP

Section 1. USFSA RULES AND REGULATIONS: Notwithstanding any provisions to the contrary, all MEMBERS shall be in full compliance with USFSA bylaws, rules, and regulations.

Section 2. MEMBERSHIP CLASSES: The CLUB shall have the following classes of membership.

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a. BASIC: This membership is suited for those who receive their USFSA number through the CLUB, and provides for full CLUB privileges. The following privileges and restrictions apply to this membership:

ADULT Non-Skater

· may hold office (i.e., may serve on BOARD)

· have voice and vote

· have no test privileges

· have no competing privileges

· may not purchase CLUB ice time packages

· may serve on committees

· may chair any committee

· may attend all CLUB functions, including exhibitions

· may not skate in exhibitions

· must be a parent or guardian of a juvenile skater having a Basic membership

· must obtain USFSA number through the CLUB

ADULT Skater

· may hold office (i.e., may serve o n BOARD)

· have voice and vote

· have test privileges

· have competing privileges

· may purchase CLUB ice time packages

· may serve on committees

· may chair any committee

· may attend and participate in all CLUB functions, including exhibitions

· must obtain USFSA number through the CLUB and declare the CLUB as home club

JUVENILE Skater

· may not hold office (i.e., may not serve on BOARD)

· have no voice or vote

· have test privileges

· have competing privileges

· may purchase CLUB ice time packages

· may not serve on committees

· may not chair any committee

· may attend and participate in all CLUB functions, including exhibitions

· must obtain USFSA number through the CLUB and declare the CLUB as home club

· must have one designated parent or guardian obtain an ADULT Skater or ADULT Non-Skater Basic membership

b. ASSOCIATE: This membership is suited for those who are USFSA members but do not receive their USFSA number through the CLUB (i.e., represent another USFSA member club), and provides for most CLUB privileges. The following privileges and restrictions apply to this membership:

ADULT Non-Skater

· may not hold office (i.e., may not serve on BOARD)

· have voice and vote

· have no test privileges

· have no competing privileges

· may not purchase CLUB ice time packages

· may serve on committees

· may chair any committee with exception of Test Committee and Membership Committee

· may attend all CLUB functions, including exhibitions

· may not skate in exhibitions

· must be a parent or guardian of a juvenile skater having an associate membership

· must obtain USFSA number through the CLUB

ADULT Skater

· may not hold office (i.e., may not serve on BOARD)

· have voice and vote

· have test privileges

· have no competing privileges thru the CLUB

· may purchase CLUB ice time packages

· may serve on committees

· may chair any committee with exception of Test Committee and Membership Committee

· may attend and participate in all CLUB functions, including exhibitions

· must have obtained a USFSA number through another USFSA club and declared that club as home club

JUVENILE Skater

· may not hold office (i.e., may not serve on BOARD)

· have no voice or vote

· have test privileges

· have no competing privileges thru the CLUB

· may purchase CLUB ice time packages

· may not serve on committees

· may not chair any committee

· may attend and participate in all CLUB functions, including exhibitions

· must have obtained a USFSA number through another USFSA club and declared that club as home club

· must have one designated parent or guardian obtain an ADULT Skater or ADULT Non-Skater Associate membership

c. JUDGES: This membership is suited for USFSA Judges who require minimal CLUB privileges. The following privileges and restrictions apply to this membership:

· may not hold office (i.e., may not serve on BOARD)

· have no voice and vote

· have no test privileges

· must be a qualified USFSA Judge

· may not purchase CLUB ice time packages

· have no competing privileges

· must obtain USFSA number through the CLUB

· may serve on committees

· may chair any committee

· may attend all CLUB functions, including exhibitions

· may not skate in exhibitions

d. SUPPORTING: This membership is suited for the non-skater who desires to be involved with the CLUB, and provides for minimal CLUB privileges. The following privileges and restrictions apply to this membership:

· may not hold office (i.e., may not serve on BOARD)

· have no voice and vote

· have no test privileges

· may obtain USFSA number through the CLUB

· may not purchase CLUB ice time packages

· have no competing privileges

· may serve on committees

· may chair any committee with exception of Test Committee and

Membership Committee

· may attend all CLUB functions, including exhibitions

· may not skate in exhibitions

e. COACHES: This membership is suited for skating coaches/professionals, and provides for minimal CLUB privileges. The following privileges and restrictions apply to this membership:

· must be recognized by the BOARD as a qualified professional

· may not hold office (i.e., may not serve on BOARD)

· have no voice and vote

· have no test privileges

· must obtain USFSA number through the CLUB

· may not purchase CLUB ice time packages

· have no competing privileges

· may serve on committees

· may chair any committee with exception of Test Committee and Membership Committee

· may attend and participate in all CLUB functions, including exhibitions (provided such participation is in conformity with USFSA rules and regulations)

f. BASIC SKILLS: This membership is suited for the beginner skater (minimum skating ability to be determined by the BOARD) who wishes to participate in the Basic Skills Program. This Program provides for group instruction as well as practice time, and is geared for the skater who wishes to enhance his/her skating skills acquired in group lessons. The Basic Skills Program is entirely independent from, and not a prerequisite to, the official figure, free skating, pair, or dance tests of the USFSA. This membership may only be held by any one individual for a total period of two years. The following privileges and restrictions apply to this membership:

· may not hold office (i.e., may not serve on BOARD)

· have no voice and vote

· have test privileges for Basic Skills level only

· may compete in Basic Skills events only

· must obtain USFSA Basic Skills membership through the CLUB

· may not serve on committees

· may not chair any committees

· may attend and participate in all CLUB functions, including exhibitions (provided such participation is in conformity with USFSA rules and regulations)

· may not purchase separate CLUB ice time packages, however, designated ice time will be included in membership

g. HONORARY: Any ADULT in good standing may propose/recommend a person for Honorary membership at any regular meeting of the BOARD OF DIRECTORS, either in person or by writing. It shall be necessary for the BOARD OF DIRECTORS to agree on such recommendation by a two thirds vote, in order for the person to be considered, it being understood, however, that the final voting on such proposal shall not take place until at least the following regular BOARD meeting. It shall be necessary that the entire BOARD agree unanimously to the selection of this person proposed in the final voting for the person to be elected as an Honorary MEMBER.

An Honorary MEMBER shall be free from any membership dues, ice fees, and/or other assessments. They may attend and participate in all CLUB functions, including exhibitions, and may attend CLUB ice sessions under the same rules governing other active MEMBERS. They may not be nominated or elected to office or any directorship on the BOARD, but may be appointed by the BOARD to fill a vacancy, in which event, they shall then have a vote. Honorary MEMBERS shall otherwise not have a vote. They may serve on any CLUB committee and chair any CLUB committee. They shall be a member of the USFSA, and if so desired, the CLUB will obtain and maintain their USFSA number. They shall have no claim on the assets or property of the CLUB, shall have no test privileges, and may not represent the CLUB in competitions.

h. SPECIAL: Special membership may be defined and granted by the BOARD from year to year for one skating season (or less).

Section 3. APPLICATION FOR MEMBERSHIP: Applications for membership shall be submitted to the membership chairperson or membership committee, and by them to the BOARD OF DIRECTORS for their approval or rejection at their next scheduled BOARD meeting. An applicant who has not been accepted may be proposed for membership again after a period of six months.

Section 4. ARREARS FOR DUES: Any MEMBER in arrears for dues, or other indebtedness shall be notified by mail at their last known address. If the amount is not paid in full within one month thereafter, the name of the delinquent MEMBER shall be reported to the BOARD OF DIRECTORS at their next meeting. The BOARD OF DIRECTORS may drop from the roll any name of such delinquent MEMBER. A member dropped from the roll for non-payment of dues, or other indebtedness, may, upon payment of same, at the discretion of the BOARD OF DIRECTORS, be readmitted to full membership.

Section 5. ARREARS FOR DUES RESTRICTIONS: No MEMBER in arrears for dues, or other indebtedness, shall be eligible to hold office, or be entitled to vote, or be eligible to enter/participate in any CLUB or USFSA test or competition as specified by policies enacted by the BOARD. Special exceptions may be granted by the BOARD OF DIRECTORS. Such special exceptions shall only be granted to a MEMBER in cases of proven financial hardship.

Section 6. RESIGNATION: No MEMBER in arrears for dues, or other indebtedness to the CLUB, may resign from the CLUB until such dues or indebtedness is paid in full. Any MEMBER not in arrears for dues, or other indebtedness to the CLUB, may tender a written resignation of his/her membership to the BOARD for their action at their next scheduled meeting.

Section 7. BOARD APPROVAL FOR COMPETITION AND EXHIBITION: No MEMBER or MEMBERS of the CLUB shall make entry in the name of the CLUB in competition or exhibition except with the approval of the BOARD OF DIRECTORS, or someone given this authority by them.

Section 8. TERMINATION & SUSPENSION OF MEMBERSHIP: Termination and/or suspension of membership in accordance with Article VI Section 1 (g) shall not relieve the terminated or suspended member from any obligations for charges incurred, services or benefits actually rendered, dues, assessments, or fees arising from contract or otherwise.

Section 9. VOTING RIGHTS: Each VOTING MEMBER of the corporation satisfying the criteria set forth herein, shall be entitled to one vote. Voting by proxy shall not be permitted.

ARTICLE VIII
CLUB MEETINGS

Section 1. FREQUENCY: There shall be three stated meetings during the skating season known as the Opening Meeting, the Nomination Meeting, and the Annual Meeting. These meetings are open to all MEMBERS.

The Opening Meeting shall be held on the first Monday of October of each year or within 30 days prior or after thereto. The Nomination Meeting shall be held at least two weeks in advance of the Annual Meeting. The Annual Meeting shall be held during the first week in April each year or no later than 45 days thereafter, at which time Officers and Directors shall be elected and, at which time the Secretary, Treasurer, and all committees shall read their reports. In the event that a position for the BOARD can not be filled, the person currently holding such position shall remain in office until such position is otherwise filled. The BOARD shall make every reasonable effort to fill such positions as expeditiously as possible.

Section 2. SPECIAL MEETINGS: The Secretary shall call special meetings at the direction of the President, or upon the written request of five (5) MEMBERS in good standing.

Section 3. QUORUM: Twenty percent (20%) of all VOTING MEMBERS who are in good standing shall constitute a quorum for the transaction of business.

Section 4. NOTICES: Notices of stated and special meetings shall be provided to every MEMBER at least ten (10) days in advance thereof, and shall be posted by the Secretary for the same length of time.

Section 5. SPECIAL MEETING LIMITATION: No business shall be transacted at a special meeting except that of which notice was given.

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ARTICLE IX
PRIVILEDGES

Section 1. USFSA MEMBERSHIP: All MEMBERS obtaining USFSA numbers through the CLUB shall be entitled to all such privileges associated with USFSA membership.

Section 2. MEMBER GUESTS: MEMBERS shall be permitted to invite guests to skate at any of the CLUB ice sessions upon payment of a walk-on fee as determined by the BOARD. The number of such guests each member shall be permitted to bring during the skating season, and the number of skating sessions they shall be permitted to skate, shall also be as determined -by the BOARD. MEMBERS shall be responsible for the conduct and indebtedness of all persons admitted to CLUB skating sessions as their guests. The presence of such guest shall be made known to the ice monitor on duty at the time, or to the CLUB membership chairperson prior to gaining admission to the skating session. The ice monitor shall have the right to refuse any such guest admission, if he/she believes it might adversely affect the quality of the skating session, or the safety of the skaters on the ice.

Section 3. CLUB GUESTS: A visiting skater, as long as such skater is a USFSA member in good standing, shall be permitted to skate on CLUB skating sessions while visiting. Such visiting skater shall make arrangements ahead of time, if possible, and shall report his/her presence to the ice monitor on duty at the time, or to the CLUB membership chairperson prior to gaining admission to the skating session. The visiting skater shall be assessed a walk-on fee as determined by the BOARD. The number of skating sessions a visiting skater may be permitted to attend shall be as determined by the BOARD. The ice monitor shall have the right to refuse any such guest admission, if he/she believes it might adversely affect the quality of the skating session, or the safety of the skaters on the ice.

Section 4. PROSPECTIVE MEMBERS: A prospective member may be admitted to one (1) CLUB skating session per season provided they are accompanied in person by a MEMBER. The presence of such prospective member shall be made known to the ice monitor on duty at the time, or to the CLUB membership chairperson prior to gaining admission to the skating session. There shall be no walk-on fee assessment for a prospective member, as long as such privilege is not abused. The ice monitor shall have the right to refuse any such prospective member admission, if he/she believes it might adversely affect the quality of the skating session, or the safety of the skaters on the ice.

Section 5. MEMBER WALK-ON FEES: Each MEMBER shall be permitted to skate at any CLUB skating session that they have not purchased ice time for (provided they meet skating ability requirements for such session, if any) upon payment of a walk-on fee as determined by the BOARD. The number of such sessions each MEMBER shall be permitted to skate per skating season shall also be as determined by the BOARD. Such MEMBER shall report his/her presence to the ice monitor on duty at the time, or to the CLUB membership chairperson prior to gaining admission to the skating session. The ice

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monitor shall have the right to refuse any such MEMBER admission, if he/she believes it might adversely affect the quality of the skating session, or the safety of the skaters on the ice.

ARTICLE X PROPERTY

Section 1. The legal title to all property of the CLUB shall vest in the MEMBERS thereof collectively. Termination of membership for any reason or cause whatsoever, including resignation or expulsion, shall operate as a release of all rights, title, and interest in the property and assets of the CLUB.

ARTICLE XI
ADOPTION, AMENDMENT, AND/OR REPEAL OF CONSTITUTION

Section 1. This Constitution may be amended, altered, or repealed, or a new Constitution adopted, by a four-fifths (4/5) vote of the VOTING MEMBERS in attendance at any regularly called or special meeting of the CLUB. A notice of such meeting and general character of the amendment, revision, or repeal shall be given at least seven (7) days in advance of the meeting. Quorum for such meeting shall be as stated in Article VIII Section 3.

ARTICLE XII
ADOPTION, AMENDMENT, AND/OR REPEAL OF BYLAWS

Section 1. The CLUB Bylaws may be amended, altered, or repealed, or new Bylaws adopted, by a three-fifths (3/5) vote of the VOTING MEMBERS in attendance at any regularly called or special meeting of the CLUB. A notice of such meeting and general character of the amendment, revision or repeal shall be given at least seven (7) days in advance of the meeting. Quorum for such meeting shall be as stated in Article VIII Section 3.

PENGUIN FIGURE SKATING CLUB, INC.
BYLAWS

Member Club of The United States Figure Skating Association

ARTICLE I
ORDER OF BUSINESS

Section 1. SEQUENCE: At stated and special meetings, the following order of business shall be observed:

a. Roll Call

b. Reading of Minutes

c. Report of Officers

d. Report of Committees

e. Nomination of Board Members

f. Election of Board Members

g. Unfinished business

h. New business

i. Adjournment

ARTICLE II
RULES OF ORDER

Section 1. ORDER OF MOTIONS: When a question is before the meeting, no motion shall be entertained except

a. To adjourn

b. To lay on the table

c. The previous question

d To postpone

e. To commit

f To amend

Which several motions shall have precedence in the order above given, and the first three shall be decided without debate.

Section 2. YEAS AND NAYS: If any two members shall request, the yeas and nays shall be called upon any question, whereupon each member present shall vote as his/her name is called, without debate, unless excused from voting by the meetings, and the vote so taken shall be recorded in the minutes.

Section 3. TO RECONSIDER: A motion to reconsider must be made by a member who voted with the majority, and at the same or succeeding meeting.

Section 4. VOTING: Except as otherwise provided, all questions shall be determined by a majority vote.

Each Board member, with the exception of the President, shall have one vote. The President may vote only in the case of a tie, or except when the yeas and nays are ordered, in which case he/she shall vote when his/her name is called. If the result be then a tie, the motion shall be declared lost.

Section 5. ROBERT'S RULES OF ORDER NEWLY REVISED: All questions of parliamentary practice not herein provided for, shall be determined in accordance with Robert's Rules of Order Newly Revised.

ARTICLE III
STANDING COMMITTEES

Section 1. The Club shall maintain the following standing committees:

a. Membership

b. Test

c. Music

d. Publicity

e. Property

f. Basic Skills

g. Social

h. Fundraising

i. Newsletter

The President shall appoint all committee chairpersons and all members serving on such committees. The Board shall approve, by majority vote, the chairpersons appointed to the Membership, Test, and Basic Skills committees. All committee members, including chairpersons, shall serve for one year, or until their successors are appointed.

ARTICLE IV
CLUB POLICIES

Section 1. The Board shall create, maintain, and document Club policies, which from time to time shall be updated. Such policies shall be made available to all members of the Club.