Woodford Snobusters By-Laws 2024/2025

Amended March 2, 2024 

ARTICLE I.  Name, Address and Fiscal Year 

The name of the organization, hereinafter called the Club, shall be the Woodford Snobusters Incorporated, and shall be strictly a non-profit organization, exempt from federal income tax under the provisions of IRS Section 501 (C) (7), incorporated in the state of Vermont.   

 

The address of this corporation shall be: 9288 VT Route 9, Woodford, VT  05201. The mailing address is PO Box 333, Shaftsbury, VT 05262. The official website address is: www.snobusters.org 

 

The land that the Club groomer maintenance facility is located on is subject to a restrictive covenant, that the land shall be used solely for a snowmobile club and that no commercial snowmobiling is permitted.   

 

The fiscal year for Officers, Directors and Membership shall be from July 1 through June 30.   

 

ARTICLE II.  Objectives/Purpose 

 

This corporation is organized for the purpose of: 

  • Promoting the development of recreational areas for the use of snowmobiles within the greater Woodford Mountain area with the cooperation of landowners and the National Forest Service.   

  • Encouraging participation and continued growth of the sport.   

  • Promoting and encouraging safe, courteous, lawful and responsible use of snowmobiles by offering safety courses to meet Vermont State Law Chapter 29 to maintain IRS Section 501 (C) (7) status.    

  • Purchasing, leasing, or otherwise acquiring, or selling/disposal of vehicles, machines, equipment, materials or supplies used or useful in the building, construction, maintaining or developing of trails or areas and their accompanying or supporting facilities. Purchasing, leasing, or otherwise acquiring, or selling/disposal of real estate or real property or any interest or rights herein, in order to accomplish the stated objectives.   

  • To do all and everything necessary, suitable and proper to accomplish the stated objectives, either alone or in association with other corporations, firms, or individuals provided it is not inconsistent with the laws under which this corporation is organized.   

 

ARTICLE III.  Membership 

 

Membership of the Club shall be open to individuals sixteen (16) years of age or older (Vermont residents and non-residents) who are interested in snowmobiling and who agree to abide by our Club’s Code of Ethics.  Discrimination against any person is strictly prohibited by the Club.  An applicant shall be considered a member of the Club upon receipt of a duly signed membership application and his/her membership/club dues.  By signing the application, he/she will have signified his/her intention to abide by the Club Code of Ethics. 

 

Section 1:  Types of Membership 

 

1.  Individual Club Membership:   Must be sixteen (16) years of age or  

     older.  Shall have voting privileges at the annual meeting and will  

     receive Club correspondence.   

2.  Honorary Club Membership:  May be admitted to the Club by a  

     unanimous vote of the Board of Directors.  Shall not have voting  

     privileges and will receive Club correspondence.   

3.  Lifetime Club Membership:  May be admitted upon submission of a  

     nomination to the Club by a unanimous vote of the Board of Directors.   

     Shall have voting privileges at the annual meeting and will receive Club  

     correspondence. 

4.  Lifetime Club with VAST Membership:  May be admitted upon 

     Submission of a nomination to the Club by a unanimous vote of the   

     Board of Directors.  Shall have voting privileges at the annual meeting 

     and will receive Club correspondence. 

5.  Commercial Club Membership:  Required for all snowmobiles operating  

     in Vermont for profit (rental, tour, etc.)  

a. “Tour” is defined as a snowmobile ride led by a guide or leader  

    over a defined route and participated in by one or more individuals  

    that have paid a fee to an individual or corporate entity for the  

    privilege of riding a snowmobile.   

         b. Each commercial snowmobile must display a valid Commercial  

    TMA decal issued by the Vermont Association of Snow Travelers,  

    hereinafter called VAST.   

         c. Each commercial snowmobile must be registered in the state of    

   Vermont.    

         d. A Commercial TMA is issued by VAST only after it has entered  

    into a written contract with the Club responsible for maintenance  

    of the trails in the area that it conducts its tours and will provide  

    VAST with a certificate of insurance naming VAST as an  

    additional insured.  The Club maintains the right to limit the  

    number of tour companies allowed to operate on the trail system  

    maintained by the Club.  

         e. Privileges shall be as determined by the Board of Directors. 

         f. Shall not have voting privileges, unless they additionally purchase  

   an individual membership.   

 

Section 2:  Club Membership Dues 

Membership dues are determined by VAST.  

 

TMA’s may only be purchased online through the VAST website and club membership is included with TMA, at time of purchase. Club only memberships may only be purchased via the VAST website and only when the VAST website is opened for the current season’s TMA sales. 

 

Section 3:  Rights of Membership 

 

Dues entitle the individual, as a Club member: 

  • To participate in Club activities. 

  • To attend Club meetings and, upon request, receive copies of the current agenda, meeting notes and fiscal paperwork.   

  • To speak in debate after being recognized by the President. 

  • To be appointed or volunteer to serve on committees. 

  • To vote in the Annual Meeting. 

  • To make nominations and motions at the Annual Meeting. 

  • To be nominated for election to a position on the Board at the Annual Meeting. 

 

Section 4:  Member’s Liability to Third Parties 

 

A member of a non-profit corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.   

(Vermont Statutes: Title 11.B, Chapter 6.22).   

 

ARTICLE IV.  Officers and Board of Directors 

 

The management of the club and its affairs shall rest with its Board of Directors, who shall have full control and management of its affairs, and authority to execute all contracts and instruments necessary to carry out the purposes of the club. 

 

Section 1:  Listing of Officers and Board of Directors 

 

Officers:  President, Vice-President, Secretary, Treasurer, Trail Master, Membership Chair and Immediate Past President.  (NOTE:  VAST By-laws require that at least one officer is a current Vermont resident).   

 

Board of Directors:  hereinafter called the Board, shall be not less than  

 fifteen (15) consisting of six (6) officers and nine (9) directors and the  

immediate past president each of whom shall be in good standing.  All directors  

must be individuals.   

 

NOTE:  No officer or board member, unless specified herein, shall receive a salary or other compensation for his/her duties.   

 

Section 2:  Duties 

 

President:  The President:   

  • Will preside at all Club meetings and be a member ex-officio of all committees except the nominating committee,  

  • Will carry out the recommendations of the Board and dismiss/appoint committees as necessary with the advice and consent of the Board,  

  • Will ensure proper functioning and oversee administrative duties of the Club, 

  • Will not chair any committee, 

  • Will only vote to break a tie or make a tie to cause motion to fail. 

 Vice-President:  The Vice-President: 

  • Will assist the President in carrying out his/her duties,  

  • Will officiate in the absence of the President and have the same powers of the President in his/her absence,  

  • Shall serve as archivist for the Club,  

  • Will have a vote at Board of Director meetings.   

 

Secretary:  The Secretary will keep a permanent record of the minutes of all meetings and all Club activities including the attendance of all members.  The Secretary:    

  • Will maintain originals and/or copies of all documents and records of the Club including, but not limited to:  articles of association, IRS filings, deeds, By-laws, etc.  

  • Will have a vote at Board of Director meetings.   

 

Treasurer:  The Treasurer: 

  • Will maintain or cause to be maintained all accounts of the Club and have charge of its funds,  

  • Will deposit or coordinate deposit with designated club members all sums received in any bank, which shall be designated by the Board of Directors in the name of the Club,  

  • Will disburse the funds of the Club under the direction of the Board of Directors,  

  • Will ensure an audit of the financial reports is carried out at least annually 

  • Will have a vote at Board of Director meetings. 

 

Trail Master:  The Trail Master:  

  • Will organize and coordinate maintenance to the trail system and all equipment used to maintain that trail system,  

  • Will be the liaison between National Forest, VAST and Woodford Snobusters, 

  • Will oversee Trail Committee, comprised of Trail Work Supervisor, Grooming Coordinator and any other positions that will facilitate the duties of the position 

  • Will ensure that all volunteers adhere to National Forest VAST, and WSB rules and regulations and will report to the President any violators,  

  • Will procure any necessary authorizations and permits for trail work (i.e., quad permits, etc.), 

  • Will record and submit grooming miles to VAST for reimbursement and will follow-up on these reimbursements, if necessary, and  

  • Will have a vote at Board of Director meetings.   

 

Membership Chair:  The Membership Chair: 

 

  • Will be the liaison between Club and VAST, receiving membership report each week, reviewing and submitting any errors or discrepancies 

  • Will present membership report at each board meeting and keep board of directors apprised of any information pertaining to membership from VAST 

  • Will compile volunteer information and enter in VAST spreadsheet for volunteer TMA’s and confirm any claim of volunteer TMA with VAST 

  • Will update and maintain the Club’s mailing database and submit it to the designated printer for the Club’s  pertinentClub’s pertinent mailings 

  • Will have a vote at Board of Director meetings. 

 

Immediate Past President:  The Immediate Past President will assist in the orderly transfer of Presidential duties from their Presidency to current President and have a vote at Board of Directors meetings. This voting right shall expire after the next annual meeting. 

 

Board of Directors: The Board of Directors shall have full control of the management of the Club, in all its affairs, including the authority to execute all contracts and instruments necessary to carry out the Objectives of the Club.  Their duties will include:   

  • Formulation and adoption of policies consistent with the Objectives of the Club.  These policies may establish working procedures by which these By-laws are implemented.  

  • Measurement of the effectiveness of those policies adopted and making the corrections necessary to achieve the stated Objectives.   

  • Implementation of the duly adopted policies through the President or appropriate sub-committee as required.   

  • Maintenance and regular updating of the Policies and Procedures Manual – including all job descriptions and government forms.   

  • Election of Officers or Directors to fill the unexpired terms of Officers or Directors who create a vacancy by death, resignation or any other termination from the Board or Office.    

  • An Officer or Board of Director member shall face termination after three (3) consecutive meeting absences, or after missing fifty percent (50%) of the scheduled meetings for the year.  Special circumstances will be reviewed by the Officers and Board of Directors.   

 

An Officer and Board of Director shall act in good faith, with care and prudence, and in a manner the director reasonably believes to be in the best interests of the corporation.   

 

Section 3:  Terms of Office 

 

The Officers, with the exception of Trail Master, and Board of Directors of the Club will be elected by the Club members present at the Annual meeting from the slate of Officers and Directors, as proposed by the nominating committee.  If there are any nominations from the floor, they will be added to that proposed slate.  The elected/appointed officers and Board of Directors will hold their office until their successor is elected/appointed.  The Trail Master shall be appointed by the existing Officers and Board of Directors.   

 

Officers’ terms are held for one (1) year.  Officers may be re-elected/re-appointed for successive terms (i.e., there is no limit on serving as long as it is determined by the majority of votes at the Annual meeting).   

 

Board of Director’s term shall be held for three (3) years, with three (3) Directors’ terms expiring each year.  Directors may be re-elected for successive terms (i.e., there is no limit on serving as long as it is determined by the majority of votes at the Annual meeting).   

 

Section 4:  Nominations and Elections 

Regular elections will be held at the annual meeting  

The Trail Master shall be appointed by the existing Officers and Board of Directors prior to commencement of elections.   

 

The order of elections at the Annual Meeting will be as follows:   

1st election: President 

2nd election: Vice-President 

3rd election: Secretary 

4th election: Treasurer 

5th election: Membership Chair 

6th election: Board of Directors 

 

The majority of eligible votes cast by the attending registered members at the Annual meeting are all that is necessary for the above elections.   

 

The election of directors and all other issues may be decided by voice vote, or if called for, by ballot.   

 

Section 5:  Director Conflict of Interest 

 

A conflict of interest transaction is a transaction with the Club in which an Officer or Board Director of the Club has a direct or indirect interest.   

 

A conflict of interest transaction is acceptable only if the material facts of the transaction and the director’s interest are disclosed or known to the Board, and with that knowledge, the Board of Directors has approved the transaction.   

 

Conflict of interest transactions shall be compared to a minimum of one additional formal quote. Due diligence in receiving a fair and honest quote for comparison is important for the board to make an informed decision. 

 

The Officer or Board of Director, which has the conflict of interest, shall excuse him/herself from any votes that may be required to approve/ 

disapprove of any such transaction.   

 

Section 6:  Liability of Directors and Officers 

 

A Director or Officer is not personally liable for the performance of the duties of his/her office if the Director/Officer acted in good faith in and in compliance with Article IV, Section 2 above.   

 

A Director or Officer will not be held liable for any act or omission of another Director or Officer or for any act or omission within the scope of their official functions or duties, which was done in good faith, unless it constitutes gross negligence or an intentional tort (see definition below); however, this section shall not protect a person from liability for damages which result from the operation of a motor vehicle.   

Gross Negligence:   A conscious and voluntary disregard of the need to use reasonable care, under the circumstances, resulting in an unintended injury to another party.   

Intentional Tort:  Deliberate act or omission, including trespass, assault and battery, invasion of privacy, libel, and slander.   

If a Director does not comply with Article IV, Section 2 above, and makes or votes to make an unauthorized distribution, that person will be personally liable to the corporation for the amount of the distribution that exceeds what would have been distributed if that section was not violated.  

 

Section 7:  Resignations and Dismissals 

 

Any Officer or Director may be removed before the completion of his/her term only by a two-thirds Board vote.   

Any Officer or Director may resign at any time by delivering written notice to the Board, its President or its Secretary.   

 

In the event of a resignation or removal, a new Director/Officer shall be elected in a reasonable time period, not exceeding one (1) month, by the Board.  This newly elected Director/Officer’s term shall expire at the next election of Directors by the members regardless of what’s left on the resigning Directors Term  

After six (6) months off the Board, a former Director/Officer is eligible for re-election to the Board.   

 

ARTICLE V.  Meetings 

 

A quorum must be present to legally transact business.  The majority of the Board must be present to constitute a quorum for our Club.   

 

In all voting matters, except  for removal of an Officer or Director (which requires two-thirds) or voting on Lifetime Memberships (which requires unanimous vote) the majority vote of all members present that is allowed to vote, rules.  The minority must then respect and abide by the decision.  Those members who do not vote agree to go along with the decision of the majority by their silence.   

 

Section 1:  Regular Meetings 

 

Regular meetings of the Board are scheduled monthly throughout the snowmobile season and are listed on the Club’s social media outlets and on the Club’s website.  Only Officers and the Board are allowed to vote at all regular meetings.   

 

Section 2:  Special Meetings 

 

The President or Directors, then in office, may call special meetings of the Board.  Special meetings of the Board must be preceded by at least two business days’ notice to each Director of the date, time, place and purpose of the meeting.  Only Officers and the Board are allowed to vote at this special meeting.   

 

Section 3:  Annual Meetings 

 

The Annual meeting of the Club shall be held at the call of the Board at a time and place designated by the Board.  Notification will be published in the Club’s social media pages, Club’s website and VAST news. This will serve to satisfy the Annual meeting announcement. 

 

All current members having Individual Club Membership, Lifetime Club Membership or Lifetime Club with VAST Membership are allowed to vote at the annual meeting. 

 

All questions of procedure not covered by these by-laws and the Policy and Procedures Manual shall be determined in accordance with Robert’s Rules of Order, newly revised.   

 

ARTICLE VI.  Committees 

 

Committees, along with committee chairpersons, shall be appointed by the President, as necessary, to assist in carrying out the Club objectives and shall review and recommend policy to the Board for their approval.  The President, with the consent of the Board, shall charge the committee with their duties as applicable.  The committee does not have the authority to take any actions that were not approved of by the Board.   

 

It is the chairperson of the committee’s responsibility to provide reports of their meetings to the Board.  Committees shall have two (2) or more members. 

 

The President shall not chair any committee, but may appoint chairpersons to the following committees from the membership on an annual basis:   

 

  • Advertising/Publicity Committee 

  • Asset/Inventory Committee 

  • Awards Committee 

  • Audit Committee 

  • Budget Committee 

  • By-laws Committee 

  • Nominating Committee 

  • Planning Committee 

  • Safety and Training Committee 

  • Trails Committee 

 

The President may dismiss/appoint committees as deemed necessary.   

 

ARTICLE VII.  Equipment 

 

All equipment donated to the Club shall become the permanent property of the Club and may be utilized, maintained and/or sold at the discretion of the Board.   

 

No individual shall operate any Club equipment prior to having had proper training on the equipment.  They shall be responsible for the operation of said equipment in a safe manner and shall comply with all posted rules and operating instructions.   

 

No individual may use Club equipment while under the influence of drugs and/or alcohol.  Individuals who do such will do so at their own risk, will assume full liability for their actions and will not be allowed to use Club equipment in the future.   

 

Equipment owned by the Club may only be used for purposes as sanctioned by the Club.  Said equipment may not be used for personal purposes unless approved by the Board of Directors.   

 

ARTICLE VIII.  Discipline 

 

All members of this Club shall abide with these By-laws and the Objectives of the Club.  Violation of this or conduct prejudicial to the best interests of the Club shall constitute just reason for suspension or expulsion.  Such action requires a two-thirds vote of the Board present at the hearing.   

 

Notice of such charges must be sent in writing via email, first class or certified mail to the last known address of the member in question at least fifteen (15) days prior to the set date for action by the Board.  Such member or members having the right to present a defense, at least five (5) days before the date set for action and with the right of appeal.  

 

A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.  

 

ARTICLE IX.  Amendments 

 

The By-laws of the Club along with the Policy Manual should be reviewed every two (2) years by the By-laws Committee to ensure that they reflect the current needs and practices of the Club.   

 

The By-laws of the Club may be changed in one of two ways:   

  • By Amendment: opens only specific sections to change, or 

  • By Revision:  opens the entire document to review and change, by rewriting the existing document. 

 

The Policy and Procedure Manual may be changed in any of the following ways: 

  • By Amendment:  opens only specific sections to change, or 

  • By Revision:  opens the entire document to review and change, by rewriting the existing document, or 

  • To remove contradictions with the most recently adopted By-Laws 

 

Amendments to these By-laws/Policies shall be presented to the Club for action on recommendation of the By-laws Committee or by petition of ten (10) members submitted to the Secretary in writing.   

 

The By-laws and Policies require a previous notice so this notice of such petition for change shall be mailed or hand delivered to all Officers and the Board at least thirty (30) days prior to the next regularly scheduled meeting.  This notice shall highlight the changes and state the reasons for the change.   

 

Proposed Amendment(s) to By-laws and/or Policies may be amended by a majority vote at the meeting at which they are presented.  But the Amendment of the proposed Amendment(s) may not exceed the scope of the initial notice and may not introduce any new changes not specified in the initial notice.  Both require a two-thirds majority vote of eligible voters in attendance for change.   

 

For Revisions of the By-laws, Policies, or proposed Policies, each article or large paragraph should be presented and voted on in order.  One vote is taken at the conclusion of all proposed changes, and they are all adopted or defeated by two-thirds vote.   

 

Unless the vote is unanimous, the vote on the adoption of By-laws/Policy Amendments or Revisions should be counted and recorded in the minutes of the meeting.  By-laws /Policy Amendments and Revisions, or newly adopted policies become effective immediately upon adoption and cannot be reconsidered at that time.   

 

 

ARTICLE X.  Dissolution 

 

All personal property assets shall be distributed for one or more exempt purposes within the meaning of section 501(C) (7) 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 personal property 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.   

 

The land upon which the groomer maintenance building is located on was granted to the club by Norman E. and Betty C. Roark and John L. and Patricia R. Cofiell. Those grantors, their heirs, successors and assigns reserve the right of first refusal to purchase that real property, whenever grantee receives a written offer from a person or persons to purchase the property. (See Quitclaim Deed on procedure to be followed in this event). Except the Right of  First Refusal shall not apply to a conveyance Woodford Snobusters upon dissolution of the Club to VAST or its successor non-profit corporation or to any other nonprofit corporation that is exempt under IRS Code 501(C) (7) or its equivalent statutory provision at the time of such dissolution. Although per the restrictive covenant this must be solely a snowmobile club and no commercial snowmobiling is permitted.