By-Laws

Copper Country Curling Club

Revision 1.4: Updated April 13, 2019

Article I - Name and Office

Section 1.0- Name

The name of this Corporation shall be The Copper Country Curling Club, hereinafter referred to as CCCC.

Section 1.1- Offices

The principal office of this Corporation may change from one location to another in the County of Houghton, in the State of Michigan. The current address is PO Box 264, Calumet, MI 49913. Any change in the address shall be recorded in this section by the CCCC Secretary.

Article II - Purpose, Powers and Status

Section 2.0- Purpose

The purpose of CCCC is to promote the ancient and honorable sport of Curling:

A. To teach, develop, promote and encourage the sport of Curling; to develop youth, junior, adult, and senior programs that lead to regional and national competitions. To coordinate matches with school and college physical education programs and develop inter-scholastic competition. To teach the sport to other youth organizations as well as to interested adult groups by creating public awareness and appreciation of the sport;

B. Facilitate curling competition and comradery among CCCC members through participation in Curling leagues and other Curling events;

C. To encourage friendly relations and mutual understanding with members of other Curling Clubs in the United States and the World;

D. To insure the sound management of the buildings and properties owned, leased, or occupied by CCCC.

Section 2.1- Powers 

This Corporation shall have the powers to do all and everything necessary, suitable, and proper for accomplishing its purposes set forth in Section 2.0.

Section 2.2- Status

CCCC shall be a non-profit corporation incorporated and licensed pursuant to the laws of the State of Michigan. CCCC shall be operated for charitable and educational purposes and it shall also have as its purpose those specifics found in Section 2.0. CCCC shall operate consistent with and shall maintain a tax-exempt status in accordance with section 501(c)(3) of the Internal Revenue Code.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 2.0 hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes

Article III – Membership and Sponsorship

Section 3.0- Membership

Any individual interested in the objectives and purposes of CCCC is eligible for membership:

A. CCCC does not discriminate against membership on the basis of race, color, religion, national origin, sex, marital status or age under the Federal Equal Opportunity Act;

B. Categories of membership, privileges and dues with respect to memberships shall be as determined and specified by the Board of Directors by an affirmative (2/3) vote and recorded at the Board Meeting and posted on the Website;

C. Application for membership must be made in writing and submitted to the CCCC. Membership becomes effective upon receipt of appropriate dues, fully completed membership form, and signed insurance waiver;

D. Active Membership term shall begin November 1 and last until October 31 of the following year;

F. Members will be considered in good standing on receipt of appropriate dues, fully completed membership form, and signed insurance waiver;

G. Members in good standing in accordance with Section 3.0 E shall have full voting rights and are eligible to serve on the Board of Directors;

H. Any member who does not pay dues by January 25 shall no longer be considered a member in good standing and may have voting rights and ice privileges rescinded until such time as payment is received in full.

Section 3.1- Corporate Sponsorship 

Institutions which are eligible as Corporate Sponsors are entities which support curling in general and CCCC specifically, with monetary and/or in-kind contributions. They will be recognized for the contributions to CCCC through various forms of media:

A. Corporate sponsorship shall be granted on an individual basis, as determined by majority vote of the CCCC Board of Directors. The status of corporate members must be reviewed and approved annually by majority vote of the Board of Directors;

B. Corporate sponsors shall have none of the obligations of the CCCC membership and do not have voting rights.

Section 3.2- Annual Membership Meetings

Annual Membership Meetings shall take place prior to April 15:

A. Notification of Annual Membership Meetings shall be given no later than 15 days prior to the meeting date. The agenda for said meeting shall be sent out no later than 24 hours prior; 

B. At the Annual Membership Meeting members shall elect representatives to the Great Lakes Curling Association, members to the CCCC Board of Directors, and conduct any such other business as is deemed necessary by the Board of Directors;

C. The quorum for the Annual Membership Meeting shall be 25% of the current voting members in good standing. In absence of a quorum, the Board of Directors shall act on behalf of the CCCC membership in any actions required in accordance with section 4.3.

Article IV- Board of Directors

Section 4.0- Board of Directors

Shall consist of no fewer than four and no more than seven members and consist of the following voting officers: President, Vice President, Treasurer, and Secretary. Directors are required to be full members of the CCCC in good standing as defined in Section 3.0 E. Board of Directors are voting members of the CCCC. The Board of Directors shall meet at least two times yearly; including once immediately following the Annual Membership Meeting to elect Officers. Board of Director Meetings are open to attendance by any CCCC member in good standing as defined in Section 3.0 E. The duties of the Board of Directors at such meetings shall include, but not be limited to the following:

A. Organize leagues and team composition;

B. Interpret policy issues and establish operating procedures;

C. Review and approve the annual fiscal yearend financial report prepared by the Treasurer;

D. Discuss any other issues at the request of the President, the Board of Directors, or any other CCCC member;

E. The Board of Directors will be responsible for maintaining the By-laws and have an up-to-date copy present at each CCCC meeting.

Section 4.1- Officers

A. President- Duties include but not limited to: 

• • 1. The President shall preside over all regular and special meetings of the Board of Directors and at the Annual Membership Meeting; 

    2. The President shall execute all deeds, bonds, and other instruments on behalf of the CCCC when authorized by the Board of Directors; 

    3. Shall set the date for all meetings of the Corporation after consultation with the other Board of Directors;

    4. Act as the official liaison and spokesperson between CCCC and media outlets, the local community, professional groups and other organizations; 

    5. Approve, schedule and coordinate special curling events for outside groups, businesses and organizations;

    6. Establish temporary committees to oversee special events as needed;

    7. Review all correspondence and perform other duties as required by the office;

    8. Maintain, in conjunction with the Treasurer the CCCC financial accounts;

    9. Shall fully train the incoming President to the best of their knowledge and ability prior to vacating the position.

B. Vice President- Duties include but not limited to: 

• • 1. The Vice President oversees all aspects of membership, including the maintenance of current member contact information and dispersal and collection of member applications, waiver sheets, and collection of membership dues; 

    2. Shall perform any and all duties of the President in the President's absence or inability to act and succeed the President should the office become vacant, until the board is able to fill the position in accordance with Section 4.4;

    3. Shall fully train the incoming Vice-President to the best of their knowledge and ability prior to vacating the position.

C. Treasurer- Duties include but not limited to: 

• • 1. The Treasurer shall keep an accurate account of all assets of the CCCC received and disbursed, and shall deposit all assets and valuables in the name of and to the credit of CCCC in such bank or depositories as the Directors shall designate;

    2. The Treasurer shall provide a written detailed annual report of all income and expenses, to be distributed to members at the Annual Meeting, and a copy given to the Secretary for record keeping;

    3. Maintain, in conjunction with the President the CCCC financial accounts;

    4. Shall fully train the incoming Treasurer to the best of their knowledge and ability prior to vacating the position.

D. Secretary- Duties include but not limited to: 

• • 1. The Secretary shall keep records of the affairs of the CCCC, including minutes of all Annual Membership meetings, Board of Director meetings, and any special meetings, and all votes taken;

    2. The Secretary shall give notice of all meetings of the CCCC, by either US Mail or email, and shall be the custodian of all books, records, and papers of the CCCC, excepting such that are held by the President, Vice President, or Treasurer. 

    3. All meeting minutes shall be promptly posted to the CCCC website; 

    4. Shall fully train the incoming Secretary to the best of their knowledge and ability prior to vacating the position.

Section 4.2- Term

A. Board of Directors- Directors will be elected to a term of three years on a rotating basis. Said term will begin at the closing of the Annual Meeting and conclude at the closing of the Annual Meeting three years hence. Directors are permitted to succeed themselves.

B. Officers- Officers will be elected to a term of one year and shall be elected by a majority of the Directors present immediately following the closing of the Annual Meeting each year. Officers are permitted to succeed themselves. If a quorum is not present for this meeting, those present will select an acting President from among themselves who will serve until a quorum of the Board of Directors can be assembled.

Section 4.3- Board of Directors Quorum

A majority of the Board of Directors shall constitute a quorum. A quorum is required in order for the Board of Directors to meet and perform duties as outlined in Section 4.0.

Section 4.4- Resignation, Removal and Vacancies

A director’s position on the Board of Directors shall be declared vacant upon the director’s resignation, removal, incapacity, disability or death.

A. Resignation- Any director shall resign at any time by giving written notice to the President, except the President’s resignation shall be given to the Vice-President. Such resignation shall take effect at the time specified therein, or immediately if no time is specified;

B. Removal- Directors shall be removed for cause at any duly noticed meeting of the Board, and after being provided an opportunity for the director to be heard by the Board, upon the affirmative vote of at least (2/3) vote of the Board (excluding the vote of the director in question);

C. Temporary Vacancy- If a director is temporarily unable to fulfill his/her duties, as determined by the Board upon (2/3) vote of the Board or at said Director’s written declaration, then an acting director shall be appointed by the remaining Board members to assume said duties. The acting director shall serve until the Director is capable to resume his/her duties as determined by the Board upon (2/3) vote or the term of said Director ends, whichever occurs first;

D. Vacancy- A vacancy on the Board of Directors that results from either resignation or removal, as defined above, shall be filled by appointment by a majority of the remaining members of the Board up to the next Annual Meeting, at which time a replacement will be elected to serve out the remaining time, if any, of the unexpired term that person was selected to fill;

E. No director shall be subject to removal or to not being re-nominated based on how they vote as a director, unless such voting is in violation of the USCA’s Code of Ethics.

Section 4.5- Management

The management of the affairs of the Corporation shall be vested in the Board of Directors who shall be responsible for the goals established by these By-Laws and the Articles of Incorporation. The Board shall have all general corporate powers provided by the Articles, By-Laws and laws of the State of Michigan.

Section 4.6- Action without a Meeting

Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth an action to be taken, shall be signed, either written or electronically, before such action by all the Directors by a (2/3) majority vote in the affirmative. Records of such meetings shall be kept by the Secretary.

Section 4.7- Liability of Directors

A Director of the CCCC shall not be personally liable to the CCCC or its members for monetary damages for breach of the Director’s duties, except for liability:

A. For any breach of the Director’s duty of loyalty to the Club or its members;

B. For acts of omissions not in good faith or that involve intentional misconduct or knowing violation of the law;

C. For a violation of Sec. 551(1) of the Michigan Nonprofit Corporation Act;

D. For any transaction from which the Director derived an improper personal benefit;

E. For any acts or omissions occurring before the date this Article is filed by the Michigan Department of Commerce;

F. For any acts or omissions that are grossly negligent.

The CCCC hereby assumes all liability to any person other than the CCCC or its members, if any, for all acts or omissions of a Director occurring on or after the date of this Article is filed by the Michigan Department of Commerce, incurred in good faith performance of the Director’s duties provided, however, that the Club shall not be considered to have assumed any liability to the extent such assumption is inconsistent with the status of the CCCC as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, or comparable provisions of subsequent legislation ((hereinafter referred to as the “Code”).

If the Michigan Nonprofit Corporation Act is hereinafter amended to authorize the further elimination of the liability of Directors of nonprofit corporations, then the liability of a Director of the Club (in addition to the limitation, elimination and assumption of liability contained in this Article) shall be assumed by the Club or eliminated or limited to the fullest extent permitted by the Michigan Nonprofit Corporation Act as so amended, except to the extent such limitation, elimination or assumption is inconsistent with the status of the CCCC as an organization described in Section 501(c)(3) of the Code.

No amendment or repeal of this Article shall apply or have any effect on the liability or alleged liability of any Director of the CCCC for or with respect to any acts or omissions of such Director occurring prior to the effective date of any such amendment or repeal.

ARTICLE V- Records, Auditing, and Depositories

Section 5.0- Records

The Board of Directors shall prescribe and adopt such system and forms for carrying on the business, keeping books and accounts, and such matters of business regulation as may be necessary for the proper conduct of the business of the CCCC.

Section 5.1- Auditing

The Directors shall provide for an annual audit of books and record of the CCCC and the report to the members at the Annual Meeting. Such an audit shall be made by a certified public accountant if demanded by the majority of the members, otherwise by a competent accountant, or a committee composed of members and chaired by the President or Vice President. All audit results will be filed with the Secretary.

ARTICLE VI- Gifts, Donations and Bequests

Section 6.0- Gifts donations and bequests may be given directly to the CCCC with directions that the principal or the income there from shall be used for certain specified purposes, providing those purposes are within those set forth in the Articles of Incorporation and By-Laws. Unless some special purpose accompanies such a gift, donation or bequest, the Board of Directors may distribute such principal and income for the purposes specified in the Articles of Incorporation and By-Laws.

ARTICLE VII- Committees

Section 7.0- There shall be such standing or interim committees as the Board of Directors may, from time to time, provide. All Committees shall be appointed by the President, and all such committee appointments shall terminate at the time of the Annual Meeting. Committees shall be composed only of members in good standing of the CCCC. Nothing herein shall prohibit the reappointment of any committee member.

Article VIII- Rules and Regulations

Section 8.0- All games of the CCCC shall be governed by the rules of the United States Curling Association, unless otherwise ruled by the Board of Directors or any special event chairperson. Applicable rules, as determined to govern during each CCCC sponsored competition, shall be announced prior to the beginning of play, and written copy will be available on site.

Article IX- Property

Section 9.0- The property of the CCCC shall be held in the corporate name and disposed of according to the laws of the State of Michigan.

Article X- Fiscal Year and Disbursements

Section 10.0- The fiscal year of the CCCC shall begin on the first day of April and end on the last day of March each year.

Section 10.1- Financial disbursements shall be made by the Secretary or Treasurer. Purchases that exceed $400 shall require Board of Directors approval by a (2/3) majority. 

Article XI- Amendments

Section 11.0- Amendments to the Articles of Incorporation or to the By-Laws may be made at the Annual Meeting of the CCCC, or at a special meeting called for that purpose. Notice of the purpose of such a special meeting shall be in writing, by US Mail or email to all members at least 15 days prior to such meeting. A vote of (2/3) of the members present shall be required for passage, provided a quorum is present.