Bylaws of
Methow Valley Nordic Ski Educational Foundation
Approved by vote of the MVNSEF Board of Directors June 6, 2025
Article I – Name and Location
The name of the corporation shall be Methow Valley Nordic Ski Educational Foundation (MVNSEF), and its principal place of business shall be in the Methow Valley, Okanogan County, State of Washington, but the corporation may conduct business anywhere, within or without the State of Washington.
Article II – Statement of Purposes
The purposes of MVNSEF, as stated in its Articles of Incorporation, are to operate only in charitable and educational activities, within the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. Included but not limited within these purposes:
“To establish, administer and promote an educational ski program devoted to the promotion of Nordic skiing as a means of healthful recreation and physical fitness; to provide encouragement, coaching and instruction to skiers, especially junior skiers; to assist in the education of qualified ski coaches; to carry on and sponsor educational and related activities designed to provide competitive skiers with full knowledge about their events; to assist in the organization, participation and management of ski tournaments which are in furtherance of the educational objectives of MVNSEF; to provide scholarships to worthy ski competitors to assist them in pursuing college, university and postgraduate studies; to cooperate with [ski organizations, from local to Olympic] for the promotion of skiing. The foregoing is to be carried on in a fashion to promote the moral, physical and mental advantages of ski competition and education.”
To achieve these purposes, MVNSEF may organize and offer the following activities:
A Junior Nordic Program,
A Biathlon Program,
Ski instruction classes and clinics,
Races and Other Events,
Fundraising events,
Scholarships and other similar funds distribution, and
Other related activities as determined by the Board of Directors.
Article III - Board of Directors
Section 1: Powers of the Board of Directors
The governing board, to be termed the board of directors, shall oversee an annual budget, oversee all expenditures, make rules and determine policy for use of MVNSEF’s property and programs, and act for the interest of MVNSEF in any way not inconsistent with these Bylaws.
Section 2: Directors
The board of directors shall consist of not fewer than 5 or more than 11 at-large directors, including the president, vice-president, treasurer, and secretary. All directors are required to be MVNSEF members in good standing. Employees are not eligible to serve as a director. The Governance Committee shall make a recommendation for approval to the board of directors for the number of at-large directors consistent with these bylaws and based on the needs of the organization.
Section 3: Term of Office
Directors, including at-large directors, shall serve a term of two years beginning upon certification of their election. A director may serve no more than three consecutive terms. The term of a director who has been appointed to fill a vacancy with a term of less than three years shall not be counted in applying this limitation. A director who ceases to be a director for a period of at least one year after having served three consecutive terms may be re-elected.
Section 4: Nominations for Directors at Large
There will be an annual, open call for nominations when members of MVNSEF may nominate candidates to the Governance Committee for director at large positions. The Governance Committee shall evaluate all candidates using objective criteria that is shared publicly with membership prior to each year’s nominating cycle and annual elections. The final slate of candidates shall be ratified by vote of the Board of Directors.
Section 5: Election of Directors at Large
One to three directors at large shall be elected by the membership each year, except when vacancies exist. Members who are entitled to vote shall elect the directors at large. Election results shall be reported to the membership in MVNSEF’s publications.
Section 6: Vacancies
The board of directors may fill any vacancies of at-large directors. Any person so appointed shall serve only until the next election.
Section 7: Removal of Directors
Any director may be removed from office by a two-thirds vote of the entire board of directors for good cause and after a suitable hearing of a due process committee of non-board members appointed by the board of directors.
Article IV – Chartered Committees
Section 1: Committees
The board of directors may create and dissolve standing or special committees. Committees which are not delegated authority by the board to aid in overseeing management of MVNSEF (advisory committees), may be created and dissolved by resolution adopted by majority vote of the board. Committees which are delegated authority by the board in overseeing management of MVNSEF and take action that independently binds MVNSEF (Committees of the Board) shall only be created and dissolved by two-thirds vote of the members of the board. All Committees shall establish a charter, to be ratified by the board, specifying its purpose, structure, duration, accountabilities and boundaries. Committees of the Board shall consist of one (1) or more board director and, if applicable, all voting members must be board directors.
Section 2: The Executive Committee
There shall be an Executive Committee consisting of the president, vice president, secretary and treasurer. The Executive Director shall participate on this committee as ex officio non-voting member; provided that they shall leave any portion of a meeting at which he/she/they have a conflict of interest, except to the extent necessary to respond to questions from Executive Committee members. The Executive Committee is a committee of the board of directors empowered to act in the board’s stead between meetings of the board or when special circumstances of timeliness or emergency require such action to protect the best interests of MVNSEF. The Executive Committee shall promptly notify the board of all such action and such action shall be subject to ratification by the board.
Section 3: Governance Committee
There shall be a Governance Committee consisting of at least three members, at least two of whom shall be members of the board of directors, and at least one of the directors shall not be an officer. In addition to its other duties the Governance Committee shall create and manage the board’s process for director recruitment, nomination, and election by membership for open at-large director roles. The committee shall submit the names of the nominees selected in a report sent to the members through MVNSEF’s publications prior to the annual Member’s Meeting. Members of the Governance Committee shall serve terms of two years, with no limit on the number of terms served. The vice president shall chair the committee or provide governance leadership if Executive and Governance committees are merged.
Section 4: Finance Committee
There shall be a Finance Committee consisting of at least two directors, one of whom shall be MVNSEF’s Treasurer, and the Executive Director. The Treasurer shall serve as the Finance Committee’s chair. The Finance Committee shall have the responsibility of overseeing the preparation of the annual budget for presentation to and approval by the board of directors. The Finance Committee shall be responsible for monitoring MVNSEF’s performance against the annual budget and for monitoring MVNSEF’s total assets.
Article V – Officers
Section 1 - Officers
The officers of MVNSEF shall be a president, vice president, secretary and treasurer. No two or more offices may be held by the same person.
Section 2 - Duties of the President
The president, with support from the Executive and Governance Committees and by majority vote of the full board of directors, shall lead the work to select, hire, and terminate the Executive Director. With support from the Executive and Governance Committees, the president shall supervise the activities of the Executive Director to ensure that MVNSEF is fiscally responsible at all times, and that the staff is efficiently and effectively managed. The president shall preside at the meetings of the membership and of the board of directors, shall act as spokesperson for MVNSEF, and shall ensure that Bylaws are properly followed.
Section 3 – Duties of the Vice President
The vice president shall act in the absence, resignation or disability of the president and provide regular support and counsel to the president in all manners needed. The vice president shall serve as chair of the Governance Committee and as such shall ensure that policies and procedures guide diligent management of MVNSEF and ensure that committees operate effectively within their approved charters.
Section 4 – Duties of the Secretary
The secretary shall be clerk of MVNSEF, shall keep a record of all the proceedings through written minutes, shall support the Executive Director in production of an annual summary of activities of MVNSEF and the board of directors, and shall cause notice to be given to the members of the time and place of meetings. In the absence of the Secretary from any meeting, a temporary secretary designated by the person presiding at the meeting shall perform the duties of the secretary at such meeting.
Section 5 – Duties of the Treasurer
The treasurer shall ensure that procedures are established and properly operating for the collection and disbursement of all funds belonging to MVNSEF. The treasurer shall ensure that proper accounts are kept and, at least quarterly or when requested by the board of directors, present or cause to be presented a report of its financial condition. The treasurer shall provide thought leadership on financial systems, technology and reporting to keep the board educated on current best practices, MVNSEF’s gaps and the potential impacts, and provide recommendations of the work or investment needed to close such gaps.
Section 6 – Election of Officers
Officers shall be elected by the board of directors from among their number every year at a meeting, the time and place of which shall be determined by the board from time to time. Officers shall assume office at the next regular board meeting and shall serve a term of one year or until their successors shall be elected. A person shall not serve more than two consecutive terms for the office of president or vice president. Only the elected directors at large or directors appointed to fill vacancies shall be eligible to vote.
Section 7 – Removal of Officers
Any elected officer may be removed from office at any time by a two-thirds vote of the entire board of directors.
Section 8 – Vacancies
The board of directors shall fill all vacancies in any officer position. Only the elected directors at large or directors appointed to fill vacancies shall be eligible to vote to fill any vacant offices. Any person so appointed shall only serve until the next election of officers.
Article VI – Executive Director
MVNSEF shall employ an Executive Director, who shall exercise all executive powers pertaining to that position. The compensation of the Executive Director and the terms and duration of his/her/their employment shall be determined by the Executive Committee and ratified by majority vote of the board of directors.
Article VII – Membership
Section 1 – Eligibility
Any person who meets criteria established by the board of directors is eligible to become a member of MVNSEF by the submission of a signed application along with payment of the required dues.
Section 2 – Membership Categories
The board of directors may establish various categories of membership with differing dues, fees, rights and benefits to service the needs of the membership and the purposes of MVNSEF.
Section 3 – Denial of Application
The board of directors may deny, by a two-thirds vote of the entire board, any application for membership for any reason not restricted by law, whereupon all monies tendered shall be returned.
Section 4 – Expulsion
Any member may be expelled by a two-thirds vote of the entire board of directors for good cause and after a suitable hearing before the board or a due process committee of non-board members appointed by the board.
Section 5 – Eligibility for Voting
All members in good standing in all but honorary or business categories shall be eligible to vote. Each family membership shall have one vote per family.
Section 6 – Voting
Members who are entitled to vote may vote in-person for candidates for the board of directors, or other matters put forth by the board, at the Annual Membership Meeting. A vote may be conducted by electronic transmission if MVNSEF has established a designated address, location or system to which the ballot may be electronically transmitted, executed and recorded.
Section 6 – Quorum
Except as otherwise specified by these Bylaws, by Articles of Incorporation or by law, a quorum will consist of at least 5% of eligible members. Members voting by mail or electronic submission are considered present for all purposes of quorum and count of votes.
Article VIII – Meetings
Section 1 – Annual Meeting
MVNSEF will hold an Annual Membership Meeting in the greater Methow Valley (e.g., Twisp, Mazama, Winthrop) after the end of the ski season in the month of April or May at a time and place to be determined by the board of directors. The meeting will be publicized at least 30 days in advance.
Section 2 – Special Meetings
Special meetings of the membership may be called by a majority of the entire board of directors. Members shall receive notice, including the meeting purpose and any matters to be voted upon, no less than 14 days before the meeting.
Section 3 – Board Meetings
The board of directors shall meet at least quarterly. Board meetings shall be held in the Methow Valley (e.g., Twisp, Winthrop, Mazama) unless otherwise stated by the board, on a schedule established by the board. A majority of members currently serving on the board shall constitute a quorum.
Section 4 – Notice of Board Meetings
Notice may be delivered by express mail, personal delivery, email, or electronic network posting at least 24 hours prior to the meeting.
If notice is provided to Directors by email, it is effective only with respect to Directors who have (a) consented in writing or by email to receive notices transmitted by email; and (b) designated in their consent form the message format that is accessible to the recipient, and the email address to which these notices may be emailed . A Director who has consented to receipt of emailed notices may revoke the consent by delivering (by mail, facsimile or email) a revocation to the current MVNSEF President. The consent of any Director is also revoked if the MVNSEF is unable to transmit by email two (2) consecutive notices given by the MVNSEF in accordance with the Director’s previously signed consent, and this inability becomes known to the secretary of the MVNSEF or other person responsible for giving the notice. The inadvertent failure of the MVNSEF to treat this inability as a revocation does not invalidate any meeting or other action.
Section 5 – Virtual Board Meetings
The board of directors and any committee designated by it may conduct any meeting of the board or such committee by means of a conference telephone or similar communications equipment by means of which all participants can hear each other at the same time and participate. Such participation shall constitute presence of the board or committee member at a meeting.
Section 6 – Virtual Board Actions
Any action which could be taken at a meeting of the board of directors may be taken without an in-person board meeting if unanimous consent is given by all members in the form of a record, such as email communication, which clearly sets forth the action to be taken and records the unanimous approval given by all the Directors. An example of such would be an email from the board President to all Directors requesting action on an item or issue which in the judgement of the board President should be addressed before the next scheduled board meeting. Any such records shall be maintained by the Secretary with the board’s other minutes as if it were the minutes of a board meeting. For purposes of this Article VII Section 6, record means information inscribed on a tangible medium (like minutes of a special board meeting), or PDF or printouts of the electronic transmissions documenting the notice given, action to be taken, and the unanimous approval given.
Section 6 – Public Attendance of Board Meetings
6.1 Regular board meetings. The purpose of this meeting is to conduct the official business of MVN and shall be attended only by board members and the Executive Director except by invitation of the Board President.
6.2 Subcommittee meetings. Outside expertise may be helpful and appropriate to support the work of subcommittees, with the exception of the Executive and Governance committees which regularly deal with sensitive topics. A subcommittee chair may recommend and request approval by the Board President for a specific need, individual, and time period.
6.3 Ad hoc BOD accessibility. If a member of MVNSEF seeks a direct conversation, the BOD members serving on the Executive or Governance Committees will act as representatives to listen, determine next steps, and follow through to resolution.
Article IX – Financial and Administrative Provisions
Section 1 – Fiduciary Responsibilities
The board of directors will ensure that an annual budget is prepared, that financial records are kept, that timely and accurate financial reports are prepared, and that the affairs of MVNSEF are managed so as to maintain the organization’s financial health and sustainability.
Section 2 – Staff
The board of directors may authorize the hiring of permanent staff, or authorize a change in the organization of permanent staff, in order to carry out the activities of MVNSEF. Terms of employment and responsibilities for each permanent role shall be approved by the board. The board of directors shall authorize the hiring of seasonal staff through the annual budgeting process. The Executive Director shall independently manage the hiring, terms of employment, responsibilities and termination of seasonal employees.
Section 3 – Spending and Contractual Authority
Other than purchases in the normal course of operations, no Member, Officer, employee, or committee will incur any debt or other contractual obligation on behalf of MVNSEF unless specifically authorized by the board of directors.
Section 3 – Fiscal Year
The fiscal year for MVNSEF shall be July 1 through June 30.
Section 4 – Ineligibility of Employees
Employees shall not be eligible for any elected office, or for service as the chair of any standing or special committee.
Article XI – Indemnification
Indemnification is as provided in the Articles of Incorporation.
Article XI – Amendments to Bylaws
Section 1 – Amendments
These bylaws may be amended by two thirds vote of the entire board of directors at any scheduled meeting of the board.