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Amended Articles of Incorporation 27 October 1968 Page #2

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Amended Articles of Incorporation 27 October 1968 Page #2 Amended Articles of Incorporation 27 October 1968 Page #2 (3) To encourage skiers to go to ski schools to learn the aforementioned technique and slope manners; (4) To promote and encourage competent and uniform instruction throughout Intermountain Ski Instructors Association's jurisdiction; (5) To protect the public from incompetent ski instructors and from unethical methods; (6) To protect competent, certified instructors from unfair competition, to resist owner exploitation, and to make possible the development of a respected guild of expert teachers and skiers who can make an honest living in a nationally recognized profession. (b) This corporation shall have power: (1) To do any act authorized or permitted by the provisions of as such section provides; (2) To do any act authorized or permitted to any non-profit corporation by any law of the State now or hereafter in force; (3) Specifically, and without in any manner limiting the generality of the foregoing: (a) To buy or lease property (b) To enter into contracts (including partnership contracts) to buy stock, to invest money, to receive gifts and donations, (c) To give examinations to determine the competency of ski instructors, to establish and maintain standards of ski instructions, and to issue certificates and other evidences of competency to ski instructors examined by it; and (d) To do any other act, authorized or permitted by law, necessary or convenient for the advancement of the several objects and purposes of this corporation. Amended Articles of Incorporation 27 October 1968 Page #3 Ill. PROHIBITION AGAINST SHARING CORPORATE EARNINGS No member, Trustee, Officer of, or member of a committee of or any person connected with the corporation or any other private individual shall receive at any time any of the net earnings or pecuniary profits from the operations of the corporation, provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by the Governing Board nor the reimbursement to any such person of actual expenses incurred on behalf of the corporation; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the corporation whether voluntary or unvoluntary the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Governing Board shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Governing Board may determine or as may be determined by a court of competent jurisdiction upon applica- tion of the Governing Board, exclusively to charitable, religious, scientific, literary, eleemosynary or educational associations, which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereinafter be amended. IV. PRINCIPAL OFFICES The principal office for the transaction of the business of this corporation shall be located in the County of Salt Lake, State of Utah; but the Governing Board may establish branch offices in such other counties in the State of Utah, or elsewhere, as it may deem necessary or convenient. Amended Articles of Incorporation 27 October 1968 Page l/4 V. TRUSTEES (a) The following persons are hereby designated as Trustees of this corporation until their successors shall be selected: Max Lundberg, President Eugene Huber Phil Jones, Vice President Keith Lange Clark T. Parkinson, Secretary Lou Lorenz Woody Anderson Allen Miller Bob Bybee Dave Parkinson Kirby Dawson Ed Pond E. Glenn Evans Don Rhinehart Wi lliam Haskins Fifteen (15) persons shall constitute the initial Governing Board. Fifteen (15) members elected by the general membership shall consti- tute the governing board. This number shall not be increased or de- creased except by vote of the general membership. VI. MEMBERSHIP (a) This corporation shall have such classes of members, and each class of members shall have such qualifications, voting and other rights and privileges as may from time to time be prescribed by the By-Laws of this corporation. (b) No member of this corporation shall be liable for any assessment or for any of the debts or obligations of the corporation but the Governing Board, may, from time to time, prescribe annual dues to be collected from anyone or more classes of members, under such conditions as the Board may designate, and the Board may, likewise, impose charges for the ren- dering of any service to any member. - Amended Articles of Incorporation 27 October 1968 Page H5 (c) The members of I.S.I,A, shall adhere to the following Code of Ethics: A member: 1. Adheres to the principles and purposes of LS, LA, 2. Realizes that his prime obligation is to the ckiing public and to the "tudents who pay [or his best ski teaching efforts; 3. Seeks constantly to mainlain and improve his competence through the program of educational advancement offered by 1.S. I.A.; 4. Directs his stucieIlts in practices ~nd procedures that will be of the utmost benefit to the student rather than those which might be merely expedient; 5. Adopts demonstrable, positive improvements in the professio!l ot ski instruction, decides after mature reflection 311d trial those which do serve to upgrade skiing and ski instruction. 6. Always deports himself in a manner which will be a credit to his profession and his associates; 7. Adopts with enthusiasm the high standards of the profession and responsibilities placed upon him by the Code and requirements of the I.S.I.A. and is fully aware thnt intentional deviation from this Code of intvrnal discipline could result in a ]C)SS of his 1.S.I,A. credclltia]s and rating and expulsion from membership in the organizntion. Members in violation of this Code shall be dealt with by the Ethics Committee and referred to the Governing Board for consideration and discipline should the case warrant such action as provided in the By-Law~. VII. BY-LAHS The Governing Board shall have pmver to adopt, and from time to time amend, suitable By-Laws for this corporation; provided that no By-Law shall be adopted or amended except by the vote of a simple majority of the Trustees. IN HITNESS HHEREOF, HE, the undersigned, have hereunto set our hands, this day of 19 Appendix B By-Laws Page #3 Certification Committee shall report to the members on the operation of the system and they shall, in any event, make such reports to each annual meeting of the corporation. The Certification Committee shall, from time to time, appoint to a joint examining board, such number of examiners as may be mutually agreed upon between the President and the Chairman of the Certification Committee of the Intermountain Ski Instructors Association, or of any other instructor division approved by the P.S.I.A. No examiner shall use, or permit the use of, the fact that he is, or has been appointed, in connection with the advertising or publicity of his ski school or in connection with the advertising or publicity of any merchandise or service whatsoever. It is understood that the decision of the examiners appointed as herein provided by the Board shall be final with reference to any certification; and that the certificates issued pursuant thereto will be granted and issued by authority of the Intermountain Ski Instructors Association. The corporation shall have the power to own, operate, manage or conduct schools for the training and instruction of ski instructors. SECTION VI. The Governing Board shall meet annually at the place specified for the annual meeting of the corporation and within two days following the adjournment of such meeting of the corporation, the governing board shall elect officers and transact such other business as may come before the meeting. No notice of such annual meeting need be given. The Board may, by resolution, appoint the time and place for holding regular meetings of the Board; and such meetings shall thereupon be held at the time and place so appointed without the giving of any notice with regard thereto. Special meetings of the Board shall be held whenever called by the President or requested by any three (3) Trustees. Notice of such special meeting shall be delivered personally, or sent by mail or telegraph, not less than five (5) days before the day on which the meeting is to be held; but notice need not be given if waived by the Trustee in writing, nor if he be present at the meeting. SECTION VII. The fiscal year of this corporation shall commence on the 1st day of July in each year. No expenditure shall be made except by virtue of the authority of the Board or the Executive Committee; and no contract executed by any officer shall be valid or bind­ ing upon the corporation unless authorized or ratified by the Board or by the Executive Committee. SECTION VIII. There shall be two (2) classes of voting members of this corporation and two (2) classes of non-voting members: VOTING (a) Certified Ski Instructors (b) Associate Ski Instructors NON-VOTING (a) Retired members (b) Honorary members - Appendix B By-Laws Page 114 Provided that only Certified Ski Instructors shall be entitled to hold office of President or Vice President, but both Certified Ski Instructors and Associate Ski Instructors shall be entitled to vote. Certified Ski Instructors who have taught a minimum of twenty (20) hours in anyone ski season may be members in good standing providing they have also paid the current dues, ASSDciClte ski instructors who have taught a minimum of twenty (20) hours in any one ski season may be members in good standing, providing they have also paid the currenl dues.
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