Pirates of the Treasure Coast Ski and Travel, Inc.

BYLAWS
 
Adopted 3/12/2024

Section 1:  Purpose  
 
The Pirates of the Treasure Coast Ski and Travel, Inc. (aka TC Pirates). is a not-for-profit, Florida 501(c) corporation chartered in the state of Florida (Document Number N22000013420, EIN 92-1366669) for the purpose of promoting skiing, organizing planned trips to ski resorts and vacation destinations, and hosting social functions for members and guests.  

Section 2: Membership  
 
2.1 Those making application for membership pledge themselves to observe and be governed by the charter, bylaws, and rules of the Club by the direct action of the majority of the general membership, the Board of Directors, and the Club's officers and to cooperate in the accomplishment of the aims and purposes of the organization.  
 
2.2 Type of Membership: 
 
2.2(a) General Membership: 
General memberships shall be those individual persons accepting applying for membership by signing a TC Pirates Membership Application and paying the required, annual non-refundable dues, and who are 18 years or older. Each individual member of the General Membership Unit shall have one vote and shall enjoy all benefits of membership, with the exception as stated in 2.2(b).  No individual may be denied membership based on race, religion, nationality or sexuality.

  
2.2(b)   Participation of Minors:  
The Board of Directors, at its discretion, may elect to close certain functions, activities or trips to minors when the Board of Directors determines it to be in the best interest of the general membership. 

2.3    Application for Membership: 
 Signing a Trip Application and depositing money on a TC Pirates Regular Season Ski Trip will complete application for membership. A trip applicant must be a member of the TC Pirates to qualify for a trip.

2.4 Admission: 
Upon completing the membership application and paying dues, such applicant shall be received into the general membership and shall enjoy the rights and privileges accorded by the charter, bylaws and rules and regulations of the Board of Directors.  
 
2.5 Termination of Membership: 
The Board of Directors may terminate a membership for cause.  Grounds for termination are: 
 2.5(a)  Acting contrary to the bylaws or rules in a flagrant and intentional manner.  
 
 2.5(b)  Acting in any way to cause severe discredit to the Club while participating in any Club activity.  
 
 2.5(c)  The member must be notified two weeks in advance of such action and be permitted an opportunity to respond.  A two-thirds majority vote of the Board of Directors is required to terminate membership.  

2.6 Reciprocity: 
A member of another Florida ski club, which is a member of the Florida Ski Council, may be extended the courtesy of participating in a ski or travel trip sponsored by the TC Pirates on a reciprocal basis with the payment of a $1 membership payment and completing a membership application.  

Section 3:  Dues and Fees 
 
3.1 The Board of Directors will set dues on an annual basis and revise the membership application as needed.  To qualify for a trip, the applicant must be a paid member of the club.
 
3.2  The fiscal year of the Club will be from May 1 to April 30 of the following year.  
 
3.3  Other Fees or Charges:  
No member shall be liable for any assessment or fees other than dues, event fees or charges specified by these bylaws and those charges for participation in an activity or trip sponsored by the Club.  
 
3.4  Participation in Trips or Activities: 
Except with the prior approval of the Board of Directors, participation in trips and    activities is restricted to members in good standing.  
Section 4:  Officers - Board of Directors

 4.0  Executive Committee shall consist of the President, VP, Sec and Treasurer

4.1    President (Captain): 
The president shall superintend the business of the Club, preside at all general membership meetings, Board of Directors meetings and only in case of a tie the absence of a Board Member shall cast a vote.  If there is an even number of individuals on the Board of Directors, the President shall have a tie breaking vote (Section 4.5).  In matters requiring a two-thirds majority vote the president shall vote in all cases.  He/she shall be chairman of the Board of Directors.  He/she shall sign all minutes of all meetings.  He/she shall be custodian of all deeds and documents of value, cups, medals, trophies and other properties of the Club.  He/she shall maintain an inventory thereof in the minutes book and transfer the same to his/her successor.  The president shall be an ex-officio member of all committees, and a member of the “Trips Committee.”
 
4.2    Vice President (First Mate): 
The vice president shall, in the absence of the president, discharge his/her duties.  In the absence of both the president and the vice president, the Board of Directors shall elect a chairman-pro-tem from their own number.  The vice president shall be an ex-officio member of all committees, and a full member of the “Trips Committee.”
 
4.3   Secretary (Scribe): 
The secretary shall keep the minutes of all meetings of the general membership and the Board of Directors.  He/she will keep the official copy of the Club rules and such other books and records required by law or deemed necessary by the Board of Directors.  He/she shall be responsible for all correspondence sent in the name of the Club, its officers or directors and shall retain a copy of each such correspondence in his/her file.  The secretary will discharge such other duties as may be assigned by the Board of Directors, the president or vice president.  The Secretary shall be a member of the “Trips Committee.”
 
4.4     Treasurer (Purser): 
 
4.4(a)  The treasurer shall be responsible for receiving and disbursing all monies or negotiable instruments of the Club.  He/she shall secure and file complete vouchers for all expenditures including those for trips and shall keep full and accurate accounts, thereof making report to the general membership, in such form as to show the financial condition of the Club and the results of its yearly operations.  In the absence of the Treasurer, all checks on all bank accounts must be signed by the President, with the approval of a remaining members of the Executive Committee.  Payments for a trip may be made by electronic means directly into the club bank account.  Monies received via electronic transfer may be deposited via Mobile App with the approval of the Treasurer.  Such transactions shall be reported to the Treasurer for online verification.  Monies received by Venmo, PayPal, Zelle or any United States-based digital payment network shall be directed to the club bank account with notification being given to the Treasurer and Trip Leader.
 
4.4(b)  The treasurer will submit necessary financial records of the Club to a professional accountant or bona fide tax preparer at the end of each fiscal year for tax preparation.  The existing Board shall assist said professional with the review, and submit the review to the Board.  A summary of the review will be presented to the membership at the September meeting.  
 
4.5 Board of Directors: 
The Board of Directors shall consist of the officers of the Club and a maximum of four others elected by the general membership (if available).  The immediate past president shall be an ex-officio non-voting member of the Board of Directors, acting in an advisory capacity and Parliamentarian.
 
4.6 Parliamentarian: 
Parliamentarian shall be selected by the Board of Directors.  The parliamentarian shall be a non-voting member of the Board, adjudicate and resolve all questions arising at Board of Directors meetings, or at regular or special membership meetings, concerning interpretation of, and compliance with, the corporate charter, bylaws, and rules of the Club.  
 
4.7 The Board of Directors may, at its discretion, contract with individuals, or companies, to perform services for the Club.  Such parties will be assigned to work under the direct supervision of an officer or board member.  The compensation, hiring and firing of employees will be done with the approval of the Board.  

Section 5:  Elections  

5
5.1 Election of officers and directors shall be held annually at the April general           membership meeting.  Newly elected officials shall assume office on May 1.  Nominees shall be accepted from the floor.  All nominees shall be members in good standing, and shall express, either personally or in writing, their willingness to serve in the office for which they are candidates.  At the March general meeting all nominations shall be closed.  
 
5.2 The term of Officers and Directors will be for two years.  Directors and Officers will be eligible for election for two terms only unless there are no candidates for  a position .  Those who time-out as an Officer may fill another position on the Board other than the one they have recently vacated.  One may not serve on the Board of Directors for more than 8 years.
 
5.3 Vacancies during the mid-term of officers or directors will be filled by majority vote of the Board of Directors for the term remaining until the next election.  Any director with a year remaining in his/her term of office who chooses to run for another office shall be considered to have resigned from the Board as of the end of the fiscal year.  
 
5.4 Any officer or director may be removed from office by a two-thirds majority of the Board of Directors, and then voted upon by a majority of the members in attendance at a meeting for that purpose.  
 
5.5 Secret ballots may be employed by the Board for any vote. 
 
5.6  Candidates for president or vice president must have been a ski trip leader
 
5.7 Election of officers and directors shall be the first order of business at the April general membership meeting.  Prior to the April meeting, the president shall appoint a Supervisor of Elections who shall be a member of the Club in good standing.
All current paid members age eighteen and over shall be entitled to cast one ballot.  The person, or persons in the case of directors, having the greatest number of votes shall be declared elected to office  Election of Officers shall be based on majority vote by those in attendance at the membership meeting, including mail-in ballots and proxy votes.
 
5.8 Two or more members of the same family shall only serve on the Board of Directors at the same time only if no other candidates present themselves.  No two family members shall receive a club benefit (if available).
 
5.9 Term:  No person shall serve more than eight (8) consecutive years as either an elected officer or member of the Board of Directors.  The president, vice president, treasurer and secretary shall be eligible for re-election to a second one-two-year term only. The immediate past president may serve as ex-officio on the Board until the current president becomes the past president.  Any past president can be approved by the Board by a two-thirds majority vote to fill the vacated seat of a currently serving past president.  Only in the event of an absence of willing candidates to fulfill these positions may a previous officer assume candidacy.  Reelection of individuals whose service term has expired under these circumstances must be approved by the Board of Directors or those present at the election meeting.
 
5.10 Absentee ballots may be incorporated as a means to vote by the general membership if the Board approves of such prior to or at the March Board meeting. The use of absentee ballots shall be defined, and the method publicly described in one of the Club’s publications prior to the April meeting by the Board of Directors. 
 
5.11 After two (2) years lapse of service, a person may run for any position or office available. 

Section 6:  Government  
 
6.1 The government of the TC Pirates will be vested in the Board of Directors as set forth in these bylaws.  A majority of the Board of Directors will constitute a quorum.  The number of members present, and voting determine the 
number of votes required for approval of a motion by the Board or any committee.  
 
6.2 Meetings of the general membership shall be set by the Board of Directors and published in advance.  The April meeting shall be designated as the annual business meeting of the Club for the purpose of electing officers, amending these bylaws and acting on any other business that may be brought to the floor.  No business shall be conducted at other general membership meetings except:  
 
6.2(a) At the March meeting there will be nominations for office.  
 
6.2(b)  At special business meetings called by the Board with prior public announcement on our Web site.  
 
6.3 The Board may recommend changes in the bylaws to the membership.  On approval of a two-thirds majority vote by those present at the voting meeting or by those who have submitted a vote by mail or proxy those changes shall take effect.
 
6.4 Meetings of the Board of Directors shall take place monthly throughout the year unless deemed otherwise necessary by the president.  All regular meetings of the Board of Directors will be publicized in advance.  All meetings of the Board shall be open to all members and available in person or by tele-communication.
 
6.5 Committees:  Permanent committees shall be appointed by the president. With the advice and consent of the Board of Directors, the president shall appoint other committees as he/she deems necessary.  
 
6.6 The business conducted in meetings, either of the Board of Directors or the general membership shall be governed by Robert’s Rules of Order, revised edition, where charter, bylaws and rules are silent.  
 
6.7 Those members present shall constitute a quorum for the conduct of business at regular or special meetings of the membership of the Club.  However, proxy or absentee votes, if authorized in writing by the absent board member, shall be valid and counted in business conducted by the Board of Directors.  On matters calling for a two-thirds majority vote, two-thirds of those present and voting shall be required for passage.  
 
6.8 Every member of the Board of Directors shall be required, if not an officer, to chair or be an active functioning member of at least one committee, or on two-
thirds majority vote of the Board shall forfeit his/her office in accordance with Section 5.4.  

Section 7:  Bylaws 
 
7.1 The interpretations of the corporate charter and of these bylaws and the rules made by the parliamentarian, as well as the resolution of other questions, may be reversed, or changed by a two-thirds vote of the Board of Directors.  
 
7.2 The bylaws shall be made, added to, altered, or amended by a two-thirds vote of the members in attendance at any meeting called for that purpose. A ten-day advance notice to the membership is required before the bylaws may be amended.  Proxy votes must be received prior to the meeting.

Section 8. Trip Committee  
 
8.1 The trip committee shall consist of the Officers of the TC Pirates (Pres. VP, Secretary and Treasurer).  The Officers of the Trip Committee shall vote for the designated Chairman of the committee.
 
8.2    There shall be no compensation in any form for service on the trip committee unless approved by the Board in advance. 
 
8.3 The trip committee is responsible for planning and supervising all Club trips and activities as well as recommending all trip leaders and assistants.  In doing so, the trip committee will follow the rules as established by the Board.  
 
8.4 The duties of the trip committee will naturally extend over several Club years, but once scheduled, leaders and assistants are approved by the Board, they shall carry over to subsequent boards.  

Section 9:  Trip Leaders and Assistants  
 
9.1 Eligibility and qualifications: 

9.1(a) Trip leaders and assistants must be approved by the Board of Directors prior to transacting any business in the name of the TC Pirates.  
 
9.1(b) Selection of trip leaders shall be those most qualified who have previously led or assisted on a ski trip and have demonstrated an ability to organize the trip, accommodate participants, and make appropriate arrangements. 
 
9.1(d) Members of the same family are prohibited from leading or assisting the same trip; however, may lead or assist on a different trip. 
Members of the same household may not receive simultaneous benefits gratuitously.  
 
9.1(e) Trip Leaders are encouraged to attend all meetings of the Board and general club meetings once approved as trip leader.  
 
9.1(f) In an emergency or when enough qualified persons do not volunteer to lead trips, the Board may, by a two-thirds vote, approve other members as trip leaders and/or assistants.  
9.1(g) When the trip committee recommends to the Board a leader or assistant who does not meet these qualifications:  
 
 (1) A full explanation for the exception shall be made. 
 
(2) A two-thirds majority vote of the Board is required to confirm the recommendation.  
 
9.2 Trip Leader Compensation: 

If the club possesses the resources for compensation, the following schedule shall be followed in compensating trip leaders.  Below 21 paying travelers, the trip leader will be compensated at 50% of the combined total of the published trip price + lift tickets. 
 
Less than 21 paying participants – Trip Leader 50% 
 Between: 
21-30 paying participants - Trip Leader 75% 
31-and above  paying participants - Trip Leader 100% 

9.2(a) Any gratuity or subsidy which a trip leader receives or is entitled to must be used to offset the cost of the trip leader's or assistant's expenses for that trip.  
9.2(b) Any side trip or activity taken by a trip leader or his/her party shall be at his/her own expense.  
 
9.2(c) Any subterfuge to obtain unauthorized payment, or any obvious mismanagement by a trip leader or assistant shall result in his/her ineligibility to lead or assist any Club trip for a period of three (3) years and may lead to expulsion from the club.
 
9.3 Trip Assistant Compensation: 
The following schedule shall be followed in compensating assistants:   
No domestic trip below 40 paid participants will require an assistant trip leader. 

9.3(a) In the event the trip leader is not able to continue leading the trip and the trip assistant must assume leadership, he/she shall be compensated as the trip leader regardless of the trip size. 

9.5 Duties of Trip Leaders: 
The duties of trip leaders and assistants shall be determined by the Board of Directors and published in the rules and "trip leaders guide". Trip leaders and assistants are directly responsible to the trip committee who shall oversee their activities.  
 
9.6 Removal of Trip Leaders and Assistants:  
A trip leader or assistant can be removed from a trip when the Board deems, by a two-thirds majority vote, that the person has failed to, or is unable to comply with his/her responsibilities under the bylaws, rules or "trip leaders guide", or is not acting in the best interests of the Club or is deemed incompetent to manage funds, a relationship with the vendors or trip participants.

Section 10:  Finances and Budget  
 
10.1 The Board of Directors shall adopt an operating budget each year.  A two-thirds majority vote of the Board of Directors is required to approve the operating budget.  
 
10.2 Changes in the operating budget can be made only at a regular board meeting and require a two-thirds majority of the Board for approval by those in attendance.  
 
10.3 The Board of Directors may enact other financial policies as it may deem necessary and include them in the rules.  
 
10.4    The selection of all banks, depositories of club funds and accountants shall be made by the Board of Directors.  

Section 11:  Policies and Rules  
 
11.1 In addition to these Bylaws, the Club shall observe Policies and Rules which will be established by the Board of Directors.  
 
11.2 The Policies and Rules will be published and distributed to all board members, committee members,  trip leaders and assistants and any other Club members who may ask for them.  
 
11.3 The purpose of the Policies and Rules are to implement the bylaws and to enumerate the policies and procedures that may from time to time be established by the Board of Directors.  
 
11.4 Policies and Rules may be added, deleted or changed by a two-thirds majority vote of the Board of Directors after such changes have been provided to all board members in writing one week in advance of the meeting.  
 
11.5 Where there is a conflict between Policies, Rules and Bylaws, Bylaws control. 

Section 12:  Joint Trips  
 
12.1 The Club may, with approval of the Board, participate in trips and activities jointly with other organizations.  The full degree of participation shall be in writing, follow guidelines established by the Club, and be approved by the Board in advance.  
 
12.2 If the trip or activity is listed in the Club catalog or otherwise advertised as a Club function, it must meet all provisions of the Bylaws, Policies and Rules except:  
 
12.2(c) Price of the function, for all participants except leaders, will be the same.  

These amendments as passed shall be effective immediately, but shall be prospective in effect and application only, and shall not be construed to include or to affect actions previously taken or authorized.