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ARTICLE II
Board of Directors

2.1 The term of office of the Directors of the Corporation shall be for two (2) years, ending at the second annual meeting of the Members following election.

2.2 The business and property of CMAC shall be managed by a Board of Directors of not less than three (3) and not more than twenty (20) Directors. The number of Directors may be increased or decreased from time to time by the Board of Directors, provided that (i) no increase shall take effect until the next annual meeting of the Members and (ii) no decrease shall have the effect of shortening the term of any incumbent Director. When the Board of Directors increases or decreases the number of Directors, it shall designate how many of the Directors added or eliminated shall have terms beginning and ending in an odd‑numbered or an even-numbered year, provided that as a result the number of Directors with terms that begin and end in an odd-numbered year must be equal to, or one more or less than, the number that end in an even-numbered year.

2.3 The Directors shall be elected by vote of the Members at the annual meeting of the Members. The nominees (nominated as set forth in Section 2.4) who receive the largest number of votes shall be elected, the total number so elected being equal to the number of Directors whose terms are then beginning (i.e. the number whose terms are then ending, adjusted for any change in the number of Directors pursuant to Section 2.2). Votes cast for individuals who are not nominees shall be disregarded. If the number of nominees is equal to the number of Directors to be elected, the nominees may be elected by the Members by acclamation, i.e. by a majority voice vote of the Members.

2.4 Before each annual meeting of the Members, the Board of Directors shall nominate for election to the Board a number of individuals at least equal to the number of Directors to be elected. The nominees may include current Directors, and Directors may vote in favor of their own nomination for re-election and participate in the discussion thereof. One or more other individuals may be nominated for election as a Director by a written petition signed by not fewer than twenty-five (25) Members of the Corporation and delivered to the Secretary not later than sixty (60) days before the annual meeting of the Members.

2.5 Any vacancy occurring on the Board of Directors may be filled by a majority vote of the remaining Directors. Such newly elected Director shall serve during the unexpired term of the Director whose position has become vacant.

2.6 No person shall simultaneously be a Director and also a paid employee of the Corporation. For the purpose of this Section, a “paid employee” includes any individual who receives compensation from the Corporation, whether paid in cash or other things of value, provided that a person to whom the Corporation provides items of value for the convenience of the Corporation or in connection with performing duties for the Corporation (such as, by way of example, a Crystal Mountain parking pass or lift tickets provided to race workers) shall not thereby be deemed a paid employee, so long as the aggregate value of all such items provided to a person in a fiscal year of the Corporation does not exceed five hundred dollars ($500). “Things of value” includes without limitation free or reduced cost participation in the Corporation’s racing program provided to a person or to members of such person’s family. Notwithstanding the foregoing, this Section 2.6 shall not be effective until the annual Membership meeting held in 2010.

2.7 The Board of Directors shall hold regular meetings on the third Monday of each month. The Board of Directors shall also hold special meetings on call of the President or any two (2) Directors.

2.8 Notice of a special meeting of the Board of Directors shall be given personally or in writing at least two (2) days prior to said meeting. Regular meetings of the Board of Directors may be held without notice. Notice of any meeting may be waived in writing at any time and is waived by actual attendance at such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

2.9 Each Director shall possess one (1) vote on matters coming before the Board of Directors. All voting at a meeting of the Board of Directors shall be by each Director in person and voting by proxy shall not be allowed. A majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of those Directors who are present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent, in writing or by e‑mail, setting forth the action so taken, shall be executed by all of the Directors. Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

2.10 Any Director may be removed from office by a majority vote of those Members who are present (in person or by proxy) at any regular or special meeting of the Members of the Corporation at which a quorum is present (in person or by proxy). Notice of such proposed removal of a Director must be given to such Director prior to the meeting at which such removal is to be voted upon. Such notice to the Director must state the cause for the proposed removal, if any.

2.11 The Board of Directors may designate one or more persons as honorary or ex officio members of the Board for a specified term, without the right to vote.

2.12 Transition Provision for Directors in Office at Time of Amendment to Create Two-Year Terms. Notwithstanding anything to the contrary herein, for the purpose of this Article II, as to the Directors in office on October 19, 2009, each shall be deemed to be: (i) currently serving a term that ends in the year set forth below and (ii) in his or her first, second or third consecutive two-year term as set forth below:

Name cur. term ends cur. term is
Sarah Fisken 2011 First
Marne Osborne 2011 First
Dan Evans 2010 First
Jeff Kray 2010 First
Tom Wells 2010 First
Scot Johnston 2011 Second
Craig Reininger 2011 Second
Kris Jarvis 2010 Second
Lynne Bielaski 2011 Third
Alden Garrett 2011 Third
Rodger Lawton 2010 Third
Lysandra Ness 2010 Third
Rob Noges 2010 Third

This Section 2.12 shall remain in effect only so long as one or more of the individuals named above continues to serve consecutive terms as a Director, and when that is no longer the case, this Section 2.12 shall automatically cease to be a part of these Bylaws.

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