ECSA Bylaws

Revised 11/16/24 

Article I. Name 

The name of this organization is the Eagle Cliff Ski Association.

Article II. Address 

The current address of this organization is PO Box 3581, Rapid City, South Dakota, 57709. The address of this organization may shift to that of an officer for the intent of executing business correspondence.

Article III. Purpose 

The purpose of the Eagle Cliff Ski Association is to promote, protect, and maintain Eagle Cliff Area for cross country skiing, snowshoeing, and other recreation.

Article IV. Membership 

Membership is open to anyone who is interested in the above purpose and contributes financially in the amount of annual membership dues which is set by the Board of Directors.

Membership is available as individual or family, both considered a single membership.

Each member with a paid membership shall be entitled to one vote at all meetings of the members or via electronic mail as determined by the Board of Directors.

Article V. Meetings 

Section 1. Annual meetings of the members shall take place in the month of September. The specific date, time and location of the annual meeting will be designated by the Executive Committee. At the annual meeting, the members shall determine the direction of the association, receive reports on the activities of the association, establish events, and participate in election of board members to fill open board positions. 

Section 1A. Prior to the annual meeting, members shall submit names for nomination to fill open board positions. Nominations shall also be received from the floor, and the election shall be held at the annual meeting. The members of the Board of Directors shall, upon election, immediately take on the duties of the Board.

Section 2. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statutes, may be called by the President or at least three members of the Board of Directors, and shall be called by the President at the request of not less than one-tenth of all the voting members of the organization.

Section 3. Notice of annual meetings shall be posted on the ECSA website and social media and sent to each member via email communication not less than ten nor more than fifty days before the date of the meeting, stating the day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called.

Section 4. The members present in person shall constitute a quorum for the transaction of business.

Section 5. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. The Board may designate a greater majority determination for specific issue(s).

Article VI. Board of Directors 

Section 1. The affairs of the corporation shall be managed by the Board of Directors, hereinafter also referred to as the Board. The Board shall have control of and be responsible for the management of the affairs and property of the association.

Section 2. The number of Board members shall consist of a minimum of 5 and no more than 7 including the following officers: President, Vice President, Secretary, Treasurer.

Section 3. Board members shall serve three-year terms.

Section 4. Board of Directors officers shall be nominated and elected by the members of the Board.

Section 5. Regular meetings of the Board shall be held semi-annually at a time and place designated by the President.

Section 6. Special meetings of the Board may be called by or at the request of the President or at least three members of the Board. The person or persons authorized to call a special meeting of the Board may fix any location as the place for holding any special meeting of the Board called by them.

Section 7. Notice of special meetings shall be given at least two days in advance of the meeting by phone or email.

Section 8. The presence, in person, of a majority of the Board shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specific later date without notice. The act of the majority of the members of the Board present at a meeting at which a quorum is present shall be the act of the Board.

Section 9. Whenever a vacancy occurs on the Board of Directors, it shall be filled to complete the vacant term without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting.

Section 10. Members of the Board shall not receive compensation for their services as directors but may be reimbursed for expenses as occurred as a director.

Section 11. Robert’s Rules of Order shall be used in regular meetings.

Article VII. Contracts, Loans, Checks and Deposits 

Section 1. The Board of Directors may authorize any officer, officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.

Section 2. No loans shall be contracted on behalf of the association, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

Section 3. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the association shall be signed by such officer or officers, agent or agents of the association, and in such manner as shall from time to time be determined by resolution of the Board.

Section 4. All funds of the association, not otherwise employed, shall be deposited from time to time to the credit of the association in such banks, trust companies or other depositories as the Board may select.

Article VIII. Officers 

The officers of this Board shall be President, Vice-president, Secretary, and Treasurer and will serve a two year term. All officers must have the status of active members of the Board.

Section 1. The Board of Directors shall elect officer(s) when needed.

Section 2. The President shall preside at all meetings of the membership. The President shall have the following duties:

a) Conduct all Meetings of the Board of Directors and annual meetings.

b) Prepare a meeting agenda with input from the Board members for regular and annual meetings.

c) Maintain awareness of all activities and receive information from all board positions and committees.

d) Have general superintendence and direction of all other officers of this association and see that their duties are properly performed.

e) Be an Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.

Section 3. The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence of the latter. The Vice-President’s duties are:

a) Attend regular meetings.

b) Assume responsibility for subcommittees and other activities designated by the President.

Section 4. The Secretary and Treasurer shall attend all regular and annual meetings. 

The Secretary shall have the following duties:

a) Record minutes of all meetings and send minutes to the Board for approval.

b) Maintain a record of membership attendance at each meeting, to be kept in the minutes of the meeting.

c) Ensure that all correspondence concerning association business is completed in a timely manner.

d) Oversee content of public communications, i.e., website, social media.

The Treasurer shall have the following duties:

a) Maintain an accurate accounting of the association’s finances.

b) Report at regular meetings the status of financial accounts including the starting and ending balance for bank statements.

c) Maintain all bank information for the financial account and be the authorized signatory on the bank account.

d) Other duties as prescribed by the Board or President.

Article IX. Fiscal Year 

The Fiscal year of the association shall run from July 1 – June 30.

Article X. Amendments to Bylaws

The Bylaws may be amended at a regular meeting or special meeting of the Board of Directors by majority action.