PENGUIN FIGURE SKATING CLUB

Previous Revisions/Amendments to Constitution:

October 30, 1949

March 15, 1953

March 21, 1955

April 23, 1962

April 26, 1955

April 27, 1970

April 24, 1972

September 20, 1974

September 26, 1977

July 1, 1991

May 24, 1993

Previous Revisions/Amendments to Bylaws:

October 30, 1949

March 15, 1953

March 21, 1955

April 23, 1962

April 26, 1955

April 27, 1970

April 24, 1972

September 20, 1974

September 26, 1977

July 1, 1991

May 24, 1993

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.

PFSC CONSTITUTION

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.

PFSC CONSTITUTION

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.

PFSC CONSTITUTION

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.

PFSC CONSTITUTION

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