BYLAWS OF THE GREENVILLE FIGURE SKATING CLUB, INC.

ARTICLE I

NAMES, PLACE OF BUSINESS, AND PURPOSE

Section 1 . The name of the corporation shall be GREENVILLE FIGURE SKATING CLUB, INC.

Section 2. The principal place of business of the corporation shall be Greenville, South Carolina.

Section 3. The purposes of this corporation are (a) to enhance and encourage the teaching of figure skating, the art or practice of skating, and the promotion of skaters in all forms of figure skating - such as free skating, moves in the field, and dance – in accordance with the standards set by United States Figure Skating (USFS); (b) to enhance and encourage and promote togetherness among our skaters, club members, and management of our rink; (c) sponsor exhibitions, carnivals, and other shows to promote and advance amateur ice skating; (d) to carry out the policies of United States Figure Skating; (e) to act within the laws of South Carolina regarding the Nonprofit Business Corporation Act, and (f) to act within the federal laws regarding nonprofit organizations with501 (c) (3) designation.

ARTICLE II MEMBERSHIP

Section 1. Membership shall not be restricted on the basis of geographical location.

Section 2. Classes of Membership

The Corporation (hereinafter sometimes referred to as "the Club") shall have eight (8) classes of members. A full description of the privileges appropriate to each class shall be determined by the Board of Directors and is to be found on the “Explanations” pages of the application package for membership in the Greenville Figure Skating Club. The following list designates each class and indicates those which include voting and board privileges for home club members 18 years of age and older:

a) Introductory Membership (one time discount membership for skater under 18 and required parent when joining club initially and testing. Includes voting privileges)

b) Family (Skater under 18 that is testing and includes skater and required one parent after introductory membership and includes voting and board eligibility)

c) Adult Membership (Skater over 18 who is planning to test and used after introductory membership. Includes voting and board eligibility) d) Collegiate Membership (One time discounted 4 year membership for students attending college/university and enrolled as a full time student)

e) Professional (Judge, Official, Professional membership for coaches and other skating professionals. Includes voting privileges and board eligibility)

f) Social/ Learn to Skate (membership would include skater and parent and skater is currently enrolled in Learn to Skate Program with Basic Skills Number. No testing privileges. No voting privileges)

g) Special Olympics (skater who is currently enrolled in Special Olympics as an athlete)

h) Friends of Greenville Figure Skating Club (available for non-members who wish to support the club. No voting privileges)

Section 3. Application for Membership: Application for membership, including payment of appropriate dues, should be made and will be processed through the Entryeeze system approved by the Board of Directors and accessible from the Club website: . All initial applications must be approved by the Board of Directors at a regularly scheduled meeting of the Board or through a vote conducted by email among Board members and Officers. An application shall be rejected only by a majority vote of the Board, and dues payments incidental upon application shall be refunded. Rejected candidates shall be ineligible for membership for the six months following rejection Routine annual renewals of membership typically do not require action of the Board (see IV.2.j below).

Section 4. Acceptance of Membership: Upon approval of the application by the Board of Directors, the secretary shall notify the applicants and refer them to the Club website where they may find and furnish the Bylaws and the Rules and Regulations of the Club.

Section 5. Transfer of Membership: Membership in the club is not transferrable or assignable to another person.

Section 6. Arrears for Dues: Any member in arrears for dues, or other indebtedness shall be notified by the Secretary or Membership Chair. If the amount due is not paid within the time limit set by the Membership Chair, the delinquent member shall be reported to the Board of Directors for action.

Section 7. Arrears for Dues - Restrictions: No member in arrears for dues, or other indebtedness, once notified by the Secretary or Membership Chair as set forth in Section 6 hereinabove, shall be eligible to hold office or entitled to vote, or to enter in any club tests or competitions or participate in any club activities, including free skating, moves in the field, or dance, until said arrears are paid.

Section 8. Returned Checks. Members who seek to pay membership fees or test fees, or who seek to meet any other indebtedness to the Corporation, by checks that are returned for insufficient funds or other reason shall be notified by the Secretary that after three (3) such transactions the corporation will accept from them only “good funds” (cash, cashier’s checks, or money orders) for as long as they remain members of the corporation.

Section 9. Resignation. Any member not in arrears for dues, or other indebtedness, may tender a written resignation of his or her membership to the Secretary, who shall report same to the Board of Directors for appropriate action.

Section 10. Guests. Members shall be responsible for the conduct and indebtedness of all persons admitted to the club's property or activities at said members’ invitation.

Section 11. Fees and dues of Corporation. Membership dues of the corporation will be set by the Board of Directors for each class of membership. The board shall also set fees for testing and for participation in events sponsored by the corporation. A list of the current dues and fees can always be found through the Club website and the Entryeeze system.

Section 12. Proration of dues. New members in designated categories who join the club after 1 January of the membership year shall be eligible to have their dues prorated according to a schedule that will be determined by the Board and posted on the Club website. The designated categories are Family and Adult. Renewing members are ineligible for proration.

ARTICLE III BOARD OF DIRECTORSAND EXECUTIVE COMMITTEE

Section 1. The business and affairs of the corporation shall be managed and controlled by a Board of Directors (hereinafter referred to as “the Board”).

Section 2. Every member in an appropriate membership class (see II. 2 above) and in good standing shall be entitled to vote at an election of directors. The voters shall vote for as many persons as there are directors to be elected provided that the voter cast only one vote per position available.

Section 3. Numbers, Terms, and Election of Directors.

(a) The number of Directors specified in the Articles of Incorporation shall constitute the authorized number of Governors for the corporation unless and until changed by (1) amendment of the Articles of Incorporation, (2) a bylaw duly adopted by the membership, or (3) action by the Board of Directors

(b) The Board of Directors of the corporation shall consist of twelve (12) but never fewer than nine (9) members and shall include the four (4) officers of the corporation, namely, President, Vice President, Secretary, Treasurer, and at least five (5) individuals elected from the voting membership. The members of the Board shall serve a term of two (2) yearrs with no more than half of the Board members terms expiring on any given year. The members of the Board of Directors terms shall expire as follows: President, Secretary, and two to four (2-4) at large Board members in odd-numbered years. Vice President, Treasurer, and two to four (2-4) at large Board members in even-numbered years. Election procedures are set forth in Article VII.

(c) No decrease in the number of board members shall have the effect of shortening the term of any incumbent board member.

(d) The Officers of the Board shall be elected from the incoming Board of Directors at a special meeting scheduled after the annual election of Board members and prior to the first board meeting of the new membership year. Officers shall serve a term of two (2) years, with any Board member taking office halfway through a two (2) year term being automatically nominated for the next year’s election. Officers may serve a maximum of three (3) consecutive terms (6 years) in the same office. Board members holding membership in the Professional category shall not be eligible to hold an Officers position on the Board. The executive positions of President and Treasurer should have served on the Board for at least one (1) prior year.

Section 4. Any vacancy in the Board of Directors, however occurring, may be filled by a majority vote of the remaining Board members even though less than a quorum or by the sole remaining Board member. Any vacancy created by an increase in the number of Directors may be filled by vote of the Board until the next annual meeting of the membership or until a special meeting of the membership called for the specific purpose of the election of Directors. Any Director elected to fill any vacancy, whether elected by action of the Board or by action of the general membership, shall be elected for the unexpired term of his predecessor. A Director who resigns may postpone the effectiveness of his resignation to a future date or upon the occurrence of a future event specified in a written tender of resignation. A vacancy shall be deemed to exist at the time of such tender, and the Board may, then or thereafter, elect a successor to take office when the resignation, by its terms, becomes effective.

Section 5. Regular meetings of the Board shall be held at such time and place as the Board may by resolution determine. No notice to Board members of such regular meetings shall be required and it shall be the duty of each Board member to attend such regular meeting without notice. Meetings of the Board are open to observation by Club members eligible to vote, though the Board may at its discretion close the meeting or part of the meeting when confidentiality requires.

Section 6. The duly elected President of the Corporation shall serve as the Chairman of the Board of Directors, and meetings shall be conducted in accordance with standard parliamentary procedure.

Section 7. Special meetings of the Board may be called by the President of the Corporation, or if he/she is absent or is unable or refuses to act, by the Vice-President, or by any two Board members, upon notice sent by any usual means of communication not less than two business days before the meeting. Notice of a meeting of the Board need not be given any Board member who signs a waiver of notice either before or after the meeting. Attendance of a Board member at any meeting shall of itself constitute a waiver of notice of such meeting, except where a Board member attends a meeting solely for the purpose of stating his objection, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither such notice nor waiver thereof need specify the purpose of or the business to be transacted at such meeting.

Section 8. If an otherwise valid meeting of the Board or of any committee is held without call or notice where such is required, any action taken at such meeting shall be deemed ratified by a Board member or committee member who did not attend, unless after learning of the action taken and of the impropriety of the meeting, he makes objection thereto within seven (7) days, and files the same in writing with the Secretary of the Corporation.

Section 9. At any meeting of the Board, a majority of the total number of Board members then in office shall constitute a quorum for the transaction of the business of the corporation. The vote of a majority of the Board members present at a meeting at which a quorum is present shall be the act of the Board.

Section 10 Action taken without a meeting by a majority of Board members, or of a committee of Board members, shall be deemed action of the Board or of a committee if all Board members or committee members, as the case may be, execute either before or after the action is taken, a written consent thereto, and the consent is filed with the records of the corporation.

Section 11. Action otherwise taken without a meeting by a majority of the Board members shall be deemed action of the Board if the Board members take informal action pursuant to a custom of that corporation known generally to its membership, and all Board members know of the action taken and no Board member makes prompt objection thereto within seven (7) days.

Section 12. Removal of Board members. (a) The entire Board or any individual Board member may be removed, with or without cause, at a meeting specifically called for the purpose of voting on removal, by a majority vote of the membership then entitled to vote at an election of Board members. (b) If any or all Board members are removed, new Board members may be elected at the same meeting. (c) Any individual Board member may be removed for cause by affirmative vote of the majority of the members of the Board at a specifically called meeting which shall consider only removal and replacement of such a Board Member.

ARTICLE IV

POWERS OF THE BOARD OF DIRECTORS

Section 1. The Board shall have management of the business of the corporation and may exercise, in addition to the powers and authorities conferred by the Articles of Incorporation and by these bylaws, all such powers and do all such acts and things which a corporation may legally do, but subject, nevertheless, to the provisions of the South Carolina Nonprofit Business Corporation Act, the Articles of Incorporation, and these bylaws.

Section 2. Without limitation of the general powers conferred by the immediately preceding paragraph and the other powers conferred upon them by these bylaws or by statute, it is hereby expressly declared that the Board shall have the following powers:

(a). To purchase or otherwise acquire for the corporation any property, rights, services, or privileges which the corporation is authorized to acquire at such terms and conditions and for such consideration as they think fit.

(b). At their discretion to pay for any property or rights acquired by the corporation, either wholly or partially, in money or stocks, bonds, debentures or other securities of the corporation.

(c). To appoint, to determine the duties of, and at their discretion remove, or suspend such managers, officers, assistants, clerks, agents, and servants, permanently or temporarily, as they may from time to time think fit.

(d). To confer by resolution upon any officer of the corporation the right to choose, remove or suspend subordinate officers or committee chairs.

(e). To appoint any person or persons to accept and hold in trust for the corporation any property belonging to the corporation or in which it is interested or for any other purpose and to execute and do all such duties and things as may be required in relation to any such trust.

(f). To create, make and issue deeds, mortgages, bonds, deeds of trust, contracts, trust agreements and negotiable or transferable instruments and securities, secured by mortgage or otherwise, and to do every other act or thing necessary to effectuate the same.

(g). To determine who shall be authorized to sign on the corporation's behalf deeds, mortgages, bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, and documents.

(h). From time to time to provide for the management of the affairs of the corporation in such manner as they think fit, and in particular, from time to time to delegate for a specific transaction any of the powers of the Board of Governors to any committee, officer or agent, and to appoint any persons to be agents of the corporation with such powers (including the powers to sub delegate) and upon such terms as may be deemed expedient.

(i). Rules: The Board shall make rules as they deem proper respecting the use of the club's property; prescribe rules for 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.

(j). Candidates for Membership: The Board approves applications for membership of candidates that they consider desirable. Procedures for application and for the Board’s consideration of applicants are set forth in Article II, Section 3 above.

(k). Suspension or Expulsion: The Board shall have the power to suspend or expel any member for violations of this Constitution and Bylaws or for conduct which they shall deem improper, but no member shall be expelled or suspended for longer than thirty (30) days without a full hearing before the Board and if such suspension is upheld may request and be granted a full hearing before the membership of the corporation.

(l). Readmission of Members: The Board may readmit to membership individuals suspended or expelled without payment of second initiation fee. This may be accomplished at a regular Board Meeting.

(m). The Board may drop members from its roll if such members are delinquent in payment of dues one month after notification of non-payment (see Article II, Sections 6 and 7). Said members may be reinstated upon payment of the delinquent dues and any additional fees as may be designated by the Board.

(n). USFS Delegate: The Board shall elect a Delegate or Delegates (upon full Club membership and rights as prescribed by USFS) to USFS. The Club secretary shall inform the USFS secretary in writing of the name and address of the Delegate(s) elected. The Delegate(s) shall be the representative between the Greenville Figure Skating Club, Inc. and USFS. Delegates shall be eligible to attend the annual Governing Council of USFS, either in person or by proxy. The Board may, upon prior request of a Delegate, reimburse his/her travel expenses. To be eligible for reimbursement, a Delegate must inform the Board within thirty (30) days prior to the USFS Governing Council of his/her intention to attend and to seek reimbursement. The Board may refuse reimbursement at its discretion. In the event of the inability of Club delegates to attend the annual USFS Governing Council, the Board may at its discretion designate a known and trusted proxy from another USFS-affiliated Club to act on its behalf.

(o). Expenditures and Revenue. The Board shall, notwithstanding anything set forth herein, prepare and submit to the full membership anticipated expenditures and revenues of the upcoming fiscal year. This presentation shall be made at the annual meeting of the full membership to be held in the Fall of each year (see Article V Section 1below)

ARTICLE V

MEETINGS OF THE MEMBERSHIP

Section 1. There shall be at least one annual meeting of the general membership each year, to be scheduled by the Board. Said meeting shall typically be held in the Fall of each year. Thirty (30) days’ notice of meetings shall be sent electronically to each club member. The election of Board members, as well as the transaction of other relevant business, shall if necessary (see VII.5) take place at a Spring meeting at a time and place to be determined by the Board. Elections shall be open to any member in good standing whose membership category includes voting privileges (see Article II Section 2 above).

Section 2. Special meetings: Special meetings of the full membership may be called at the discretion of the Board. Said meetings may be held either at the place mentioned in the foregoing section or at any other place within or without the State of South Carolina designated by the Board. Such special meetings may also be called by the President, a majority of the Board, or by the majority of the members of the corporation entitled to vote at the meeting. Written or printed notice stating the place, day and hour of the meeting, and the purpose or purposes for which the special meeting is called, shall be delivered not less than ten (10) nor more than twenty (20) days before the date of the meeting, either personally, electronically, or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting. If mailed, such notice shall be deemed delivered when deposited with postage prepaid in the United States mail, addressed to the member at the address appearing on the membership roster current at the time of the mailing.

Section 3. Notice of a meeting of the membership need not be given any member who signs a waiver of notice, in person or by proxy, either before or after the meeting. The waiver need not specify the purpose of or the business to be transacted at such meeting.

Section 4. (a) Action taken at any meeting of membership however called and with whatever notice, or with no notice, shall be deemed action of the membership taken at a meeting duly called and held on proper notice, if (i) All members entitled to vote at the meeting are present in person or by proxy, and no member objects to holding the meeting; or (ii) if a quorum is present either in person or by proxy, if no one present objects to holding the meeting, and if each absent person entitled to vote at the meeting signs, either before or after the meeting, a written waiver of notice, or consent to the holding of the meeting, or approval of the action taken and shown by the minutes thereof. All such waivers, consents or approval shall be filed with the corporate records or made a part of the minutes of the meeting.

(b) A member shall not sell his vote to any person, nor shall he issue a proxy to vote for any sum of money or anything of value.

(c) Every member entitled to vote may appoint one or more agents to vote on his or her behalf. Such appointment shall be by a printed or written dated and signed proxy executed by the member.

(d) No proxy shall confer authority to vote at any meeting of the membership other than the next meeting or at any adjournment thereof to be held after the date on which the proxy was first sent or given. Every proxy shall be dated as of its execution, and no proxy shall be undated or postdated. Every proxy, except as otherwise provided in this section, shall be revocable at the pleasure of the member executing it, and a proxy may be revoked by an instrument which in terms revokes the proxy, or by a duly executed proxy bearing a later date. The authority of a proxyholder shall not be revoked by death or supervening incapacity of the member executing the proxy unless, before such authority is exercised, written notice of such death or incapacity is filed with the Secretary and the Membership Chair.

(e) Unless a proxy otherwise specifically provides, any proxyholder shall have the power to appoint in writing a substitute to act in his place.

(f) No proxy shall be solicited on the basis of any proxy statement or other communication, written or oral, containing any statement which was, at the time and in the light of the circumstances under which it was made, false or misleading with respect to any material fact or which omits to state any material fact necessary in order to make the statements therein not false or misleading. Section 5. At all meetings of the membership, regular or special, a majority of the members entitled to vote thereat shall constitute a quorum. A majority of the votes by the membership constituting such quorum may decide any question coming before the meeting except where otherwise provided by law. Members authorized to vote at a duly called or held meeting at which a quorum is present may continue to do business at the meeting or at any adjournment thereof notwithstanding the withdrawal of enough members to leave less than a quorum. In the absence of a quorum, any meeting of the membership may be adjourned from time to time, by a vote of a majority of the members present. However, in the absence of a quorum at an appropriately advertised general membership meeting, the Chair may, at his or her discretion, rule that business may be done. ARTICLE VI CODE OF CONDUCT Section 1. It is the responsibility of members of the club to be thoroughly familiar with the rules of USFS, to comply with them in full, and to exemplify the highest standards of fairness, ethical behavior, and genuine good sportsmanship in any of their relations with others. Any person whose acts, statements, or conduct is considered detrimental to the welfare of figure skating is subject to the loss of the privilege of registration by USFS in accordance with the procedure outlined in Article XXVII, Section 3 of the USFS Bylaws. Behavior detrimental to the welfare of figure skating is discussed in the USFS Rulebook, currently in Part Three (Administrative Rules), General Rules 1.02 (Code of Ethics), 1.03 (Code of Conduct), and 1.04. It includes, but is not limited to, conflicts of interest, property damage, poor sportsmanship, drug use, child abuse, sexual abuse, and harassment. NOTE: USFS Bylaws, included in the USFS Rulebook may be consulted online at and printed from that site. GFSC Page 8 10/31/20 8 Section 2. Failure to adhere to USFS code of conduct shall be deemed sufficient cause for temporary or permanent loss of GFSC Club Ice privileges, temporary or permanent loss of GFSC testing privileges, or termination of membership in Greenville FSC.

ARTICLE VII

ELECTION PROCEDURES

Section 1. No less than sixty (60) days before the end of the membership year (currently 30 June), the Board of Directors shall appoint a Nominating Committee (see IX, Section 1-c). This committee shall recommend the number of Board members to be elected in accordance with Article III, Section 3-b of these bylaws.

Section 2. To be eligible for nomination to a Board of Directors position, a member must meet the following requirements: (i) membership in good standing since 1 January of the membership year in which the election is being held and (ii) membership since 1 January of that same membership year in one of the following membership categories: Family, Adult, and Professional. (iii) Can not currently be a member of the Board of Directors or an officer of another figure skating club or skate school in South Carolina.

Section 3. Within seven (7) days after the deadline for nominations and at least forty-five (45) days before the end of the membership year, the nominating committee shall present a slate of candidates that will assure that the makeup of the Board will comply with the requirements set forth in these Bylaws (see Article III Section 3 & Article V Section 2). The nominating committee shall then create a ballot form to be mailed or emailed to eligible voting members of the club.

Section 4. Ballots shall be mailed of emailed at least fourteen (14) days before the date set for counting ballots. The counting of ballots shall be conducted under the supervision of the club Secretary and one member of the nominating committee or such other persons as the Board may designate.

Section 5. Elections shall be by the majority of the votes cast.

ARTICLE VIII

OFFICERS OF THE CORPORATION AND THEIR DUTIES

Section 1. The officers of the corporation shall consist of a President, a Vice-President, a Secretary and a Treasurer. Other assistant officers, may be appointed by the Board of Governors. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action by two or more officers is required.

Section 2. The Board shall elect the President of the Corporation (Chairman of the Board of Directors, see III.6) in accordance with the procedures set forth in Article III. They shall also elect such eligible persons from the Board to serve as Vice President, Secretary and as Treasurer. The election of Officers shall be supervised by the Secretary or such other person as the Board of Directors shall designate. Officers shall hold office until their successors are chosen and have been qualified or until their resignation or removal. Such officers shall have such authority and perform such duties as may be provided herein or by action of the Board or the general membership not inconsistent herewith. In addition, they shall have such other duties as are usually imposed upon such officers of such corporations and such as are required by law.

Section 3. President: It shall be the duty of the president to take charge of the corporation; to preside at all meetings of the general membership and of the Board. He/she shall have the entire supervision and management of the corporation and its property pending the action of the Board; the power to suspend any member for violating the bylaws or regulations of the corporation, pending the approval of the full Board of Directors; to call special meetings and full membership meetings. The president together with the secretary shall sign all agreements and contracts made by the corporation, upon the approval of the Board of Directors. He/she shall be an ex-officio member of all committees appointed by the Directors of the corporation.

Section 4. Vice-President: It shall be the duty of the vice president to assist the president in the discharge of his/her duties and in his absence to assume his/her duties and officiate in his/her stead.

Section 5. Secretary: It shall be the duty of the secretary to keep the minutes of the meeting of the membership and of the Board of Governors and to supervise all reports and documents connected with the business of the corporation; to supervise keeping of the roll of membership together with dates of their election and a record of all members elected, deceased, suspended or expelled. The Secretary or person designated by him/her shall receive all applications for membership. The Secretary shall notify applicants for membership in the Club of their acceptance or rejection and shall furnish them with the bylaws and rules of the corporation if accepted. The Secretary shall also supervise the correspondence of the Club, prepare and issue notices of all meetings of the full membership and Board.

Section 6. Treasurer: The Treasurer shall have custody of all money and securities of the corporation. He/she shall keep full and accurate accounts of all receipts and disbursements of the corporation in appropriate books belonging to the Corporation and shall deposit all money and valuable effects in the name of and to the credit of the corporation in such depositories as shall be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be authorized by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board, whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the corporation. The President and Treasurer, or such other person or persons as may be designated by the Board only, shall have authority to sign checks of the corporation. However, in any event, two signatures must be affixed to all checks of the corporation.

Section 7. If the office of any officer or agent of the corporation becomes vacant for any reason, the Governors then in office may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred. Section 8. The Board of Directors may at any time, with or without cause, remove subordinate officers of the corporation elected by the Board or appointed by the President of the corporation.

ARTICLE IX

STANDING COMMITTEES

Section 1. The Board shall appoint all standing committees with full authority over them except as hereinafter provided and shall appoint other committees as is deemed necessary. The Standing Committees of the corporation shall be

(a) Membership; (b) Test and Competition; and (c) Nominating.

a) Membership committee will provide welcome packets to the new members at the beginning of the year as well as maintain communication with the membership throughout the year. The Membership chair will register new members with USFS as members join the GFSC club.

b) Test and Competition Committee will work together with the board to set dates for testing and competitions. The committee will work together to set up both of these as well as volunteers and guidelines and present to board for approval

c) The Nominating Committee will be designated by the Board in the spring of the membership year and shall consist of at least three (3) voting members; one (1) executive Board member, one (1) at large Board member, and one (1) club member (over 18 years of age). Once appointed the Nominating Committee shall nominate eligible candidates for the Board of Directors, taking into consideration nominations proposed in writing by any member of the general Club membership. All candidates must give their consent before being placed on the ballot. The Nominating committee shall do the upmost in their power to nominate at least one (1) candidate for each open position on the Board. No members of the Nominating committee may be placed on the ballot.

ARTICLE X

CONFLICT RESOLUTION

Section 1: If any club member(s) has a complaint against another member(s) for an infraction of any bylaw or rule other than skating rules, he or she may file such a complaint in writing to the Board. Such complaint will be investigated according to the conflict resolution policy outlined below.

Section 2: Upon receiving the complaint, the President shall appoint an impartial committee to investigate it. The committee will include at least one member of the Board.

Section 3: The committee shall ask the member(s) complained against for a written response to the complaint. If facts are in dispute, the committee shall attempt to determine the facts of the case.

Section 4: If the committee finds no evidence that no infraction has been committed, it shall so inform the Board in writing, and the Board will in turn inform the disputants in writing.

Section 5: If the committee finds evidence that an infraction has been committed, the committee shall consider the seriousness of the infraction and recommend to the Board in writing action that it deems appropriate. The board shall consider the committee’s recommendation in deciding on an appropriate response. The Board’s actions may range from censure to revocation of membership.

Section 6: If the complainant is dissatisfied with the Board’s action, he or she may complain to USFS. In that event, the Board shall forward to USFS all written documents pertaining to the case.

ARTICLE XI

INDEMNIFICATION

Section 1: The corporation shall, to the full extent permitted by Section 33-13-180 of the Code of Laws of South Carolina 1976, as amended, from time to time, indemnify all persons with whom it may indemnify pursuant thereto; provided that, the Board of Governors may withhold such indemnification, if it determines that such indemnification is not in the best interests of the Corporation. In this connection, the corporation is authorized to take out such insurance as it may deem necessary or desirable consistent with the indemnification provisions of said Section 33-13-180. ARTICLE XII SEAL Section 1: The corporate seal of this corporation shall be the seal imprinted at the foot of these bylaws.

ARTICLE XIII FISCAL YEAR

Section 1: The fiscal year of the corporation shall coincide with the fiscal year of United States Figure Skating (USFS), of which it is a “member Club.”

ARTICLE XIV ADOPTION, AMENDMENT AND REPEAL OF THE BYLAWS

Section 1. The Governors may adopt bylaws for this corporation and may amend or repeal bylaws of this corporation, subject always to the rights of the members to adopt, amend or repeal bylaws, unless the Articles of Incorporation vest in the members’ the exclusive power to amend, adopt or repeal the bylaws, in which event the Articles of Incorporation shall govern with respect to such adoption, amendment or repeal to the extent therein provided.

ARTICLE XV EMERGENCY POWERS

Section 1: If due to death or incapacity by illness or injury there should be no Governor available to call or attend who has been authorized to manage and direct business of the corporation, then, until the earliest time upon which a meeting of the membership can be convened at which a quorum is represented or until a Governor is present and capable of action (whichever first occurs, the first of the persons described in the following list who is available and suffering no incapacity shall have authority to manage and direct the operation of the corporation in continuing the customary business thereof, which authority shall include the power to sign checks upon the bank account of the corporation:

President

Vice President

Secretary

Treasurer

The person managing and directing the business of the corporation under the authority of this section is authorized and directed to call and convene a meeting of the full membership of the corporation at the earliest time possible. Adopted: April 1992; Revised: April 1993, May 1994, December 1995, November 2001, November 2003, August 2004, June 2005, November 2007, July 2009, January 2010, June 2011, March 2016, May 2020.