September 1995

NATIONAL SKI PATROL ROCKY MOUNTAIN DIVISION

BYLAWS APPROVED SEPTEMBER 1995 AT DIVISION MEETING IN DENVER

1.1 Name. The name of this organization shall be NATIONAL SKI PATROL ROCKY MOUNTAIN DIVISION ("NSP RMD").

1.2 Relationship to NSP and Jurisdiction. The NSP RMD is an administrative subunit and member of the NATIONAL SKI PATROL SYSTEM, INC., a Colorado nonprofit corporation chartered by the United States Congress ("NSP"). The NSP RMD shall have jurisdiction over that geographical area designated as the Rocky Mountain Division by the NSP ("the Rocky Mountain Division geographic area").

1.3 Membership. Members of the NSP RMD include registered members of the NSP organized into Patrols, Sections and Regions to accomplish the purposes of the NSP, and alumni members of the NSP who reside within the Rocky Mountain Division geographic area.

ARTICLE II - PURPOSES

The purposes of the NSP RMD are to accomplish the purposes of the NSP within that geographical area designated by the NSP as the Rocky Mountain Division.

ARTICLE III - OFFICERS

3.1 Division Director. The NSP RMD shall be administered by a Division Director who shall meet the qualifications established by and be elected in accordance with the NSP Bylaws to serve a two-year term. The Division Director shall preside over the annual and all special meetings crf the NSP RMD. The Division Director shall represent the NSP RMD as a member of the NSP Board of Directors. The Division Director shall serve as chairperson and shall preside over all meetings of the NSP RMD Executive Committee. The Division Director shall give at least 30 days prior notice of and conduct, at least 45 days prior to the annual meeting of the NSP RMD, a budget meeting of the NSP RMD Executive Committee, and such other NSP RMD officers and advisors who at their own expense desire to attend, to develop the proposed annual budget for the NSP RMD. The Division Director may appoint such Assistant Division Director(s) as in the Division Director's judgment may be necessary to assist in administering the NSP RMD, to serve a two- year term provided, however, that the term of each appointed Assistant Division Director shall not exceed that of the appointing Division Director. Each appointed Assistant Division Director shall perform such duties as from time to time may be assigned to such Assistant Division Director by the Division Director. The Division Director may remove any appointed Assistant Division Director(s), the Secretary, Treasurer and/or any Division Advisor at any time for any reason, including no reason at all. The Division Director may remove the Election Coordinator, an NSP RMD Region Director, Section Chief or Patrol Director who is not discharging duties in accordance with the NSP Policies and Procedures Manual as it may from time to time be amended.

3.2 Secretary. A Secretary of the NSP RMD shall be appointed by the Division Director to serve a two-year term provided, however, that the term of the Secretary shall not exceed that of the appointing Division Director. The Secretary shall keep the minutes of the annual meeting and special meetings of the NSP RMD and of any meetings of the Executive Committee, see that all required notices are duly given, perform all duties incident to the office of secretary and perform such other duties as from time to time may be assigned to the Secretary by the Division Director.

3.3 Treasurer. A Treasurer of the NSP RMD, who shall meet any qualifications established by the NSP, shall be appointed by the Division Director to serve a two-year term provided, however, that the term of the Treasurer shall not exceed that of the appointing Division Director. The Treasurer shall have charge and custody of and be responsible for all funds of the NSP RMD, deposit all such funds in the name of the NSP RMD in banks and/or other financial institutions, prepare financial reports, disburse NSP RMD funds as directed by the Division Director, perform all duties incident to the office of treasurer and perform such other duties as from time to time may be assigned to the Treasurer by the Division Director. Under the direction of the Division Director, the Treasurer shall prepare the proposed annual budget for the NSP RMD to be presented, revised and amended as appropriate and approved at the annual meeting of the NSP RMD to guide the expenditure of NSP RMD funds. The Treasurer shall present the NSP RMD annual financial report at the annual meeting of the NSP RMD.

3.4 Board Representative. One or more Board Representatives shall represent the NSP RMD as (a) member(s) of the NSP Board of Directors in accordance with the NSP Bylaws. Each NSP RMD Board Representative shall meet the qualifications established by and be elected in accordance with the NSP Bylaws to serve a two-year term. Each NSP RMD Board Representative shall serve as an Assistant Division Director of the NSP RMD to perform such duties as assigned by the Division Director. The NSP RMD Board Representative with the most seniority of service in that office shall serve as the First Assistant Division Director of the NSP RMD.

3.5 Region Director. Each Region of the NSP RMD shall be administered by a Region Director who shall meet the qualifications established by the NSP and be elected in even numbered years by that Region's Section Chiefs and Patrol Directors to serve a two-year term. Eligible candidates for the office of Region Director may be nominated by any active registered member of that Region. Nominations need not be seconded. Any eligible candidate may announce his or her own candidacy. A Region Director may remove a Section Chief or Patrol Director within the Region Director's region who is not discharging duties in accordance with the NSP Policies and Procedures Manual as it may from time to time be amended.

3.6 Section Chief. Each Section of the NSP RMD shall be administered by a Section Chief who shall meet the qualifications established by the NSP and be elected in odd numbered years by that Section's Patrol Directors to serve a two-year term. Eligible candidates for the office of Section Chief may be nominated by any active registered member of that Section. Nominations need not be seconded. Any eligible candidate may announce his or her own candidacy.

3.7 Patrol Director. Each ski Patrol of the NSP RMD shall be administered by a Patrol Director who shall meet the Qualifications established by and be selected in accordance with the more restrictive of the NSP Bylaws or the Bylaws, customs or procedures of the Patrol to be administered by that Director.

3.8 Election Coordinator. An Election Coordinator of the NSP RMD shall be appointed by the Division Director to serve a two-year term provided, however, that the term of the Election Coordinator shall not exceed that of the appointing Division Director. The NSP RMD Election Coordinator shall assist the NSP national office in the conduct of elections of the Division Director and Board Representative(s) in accordance with the NSP Bylaws. The NSP RMD Election Coordinator shall conduct the election of Region Directors and Section Chiefs.

ARTICLE IV - EXECUTIVE COMMITTEE

The Division Director, appointed Assistant Division Director(s) identified as (a) member(s) of the Executive Committee by the Division Director, Treasurer, Legal Advisor, Board Representative(s) and Region Directors shall constitute the NSP RMD Executive Committee. The Executive Committee shall advise the Division Director on such matters and to the extent desired by the Division Director.

ARTICLE V - MEETINGS AND VOTING

5.1 Annual Meeting. An annual meeting of the NSP RMD shall be held in September of each year during the first weekend after Labor Day. The Division Director, Board Representative(s), Region Directors, Section Chiefs and Patrol Directors shall be the voting members at the annual meeting of the NSP RMD. Notice of the annual meeting of the NSP RMD shall be provided to each voting member not less than 30 days prior to such meeting. Notice of the annual meeting shall include the dates, time and place thereof and the text of any written proposal(s) provided to the Division Director prior to giving such notice.

5.2 Special Meetings. The Division Director may call special meetings of all or any specified portion of the NSP RMD deemed necessary for the operation of the NSP RMD. Any two of the NSP RMD Board Representative(s) and Region Directors may call special meetings of all or any specified portion of the NSP RMD deemed necessary for the purpose(s) of such meeting. The Division Director, Board Representative(s), Region Director(s), Section Chief(s) and Patrol Director(s) for the portion of the NSP RMD called to so meet shall be the voting members for each such meeting. Notice of each such meeting shall be provided to each voting member no less than 15 days prior to such meeting. Notice of each such meeting shall include the date, time, place, purpose(s) thereof and the text of any written proposal(s) provided to the Division Director or other persons calling such meeting prior to giving such notice.

5.3 Proxy Appointments. Any voting member may appoint a proxy to vote on any matter on behalf of the voting member, provided, however that such proxy shall be a member of the NSP RMD and that such proxy may not be assigned by such person so appointed. Each proxy appointment shall be in writing, dated, signed by the voting member and delivered prior to its exercise to the Secretary or other person empowered to receive and record proxies. Each proxy appointment shall be general and include the right to vote in elections unless the appointing voting member shall state any limitation(s) therein. Each proxy appointment shall expire at the earlier of the fulfillment of its stated purpose, its expiration date or one year from the date thereof.

5.4 Quorum and Voting. Any meeting of all or any portion of the NSP RMD shall have a quorum upon the presence in person or by proxy of over half of the voting members thereof. A majority of the votes entitled to be cast on a matter to be voted upon by the voting members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof, unless a greater proportion is required by any other provision of the federal charter of the NSP, the articles of incorporation of the NSP, the NSP Bylaws or these Bylaws.

5.5 Place of Meetings. All meetings of the NSP RMD and each portion thereof shall be held within that geographical area designated by the NSP as the Rocky Mountain Division.

5.6 Open Meetings Each member of the NSP RMD shall have the right to attend any meeting of all or any portion of the NSP RMD.

5.7 Proposals. Each member of the NSP RMD may propose action to be taken at the Annual Meeting of the NSP RMD by providing a written proposal for that action to the Division Director no later than 1 August of the year in which the Annual Meeting is to be held. Each voting member at the NSP RMD Annual Meeting may during such meeting propose action to be taken. Each member of the NSP RMD may propose action to be taken at a Special Meeting of all or any portion of the NSP RMD by providing a wriften proposal for that action to the Division Director no less than 30 days prior to such meeting. Each voting member at a Special Meeting of all or any portion of the NSP RMD may during such meeting propose action to be taken.

ARTICLE VI - ADVISORS AND COMMITTEES

6.1 Required Division Advisors and Committees. The Division Director shall appoint an appropriately qualified Division Advisor to serve as advisor to the Division Director, as a member of the National Advisory Committee and chairperson of the NSP RMD Committee to serve as a required division counterpart to each National Advisor and National Advisory Committee. Each Division Advisor shall serve for a term at the pleasure of the Division Director provided, however, that the term of each such Division Advisor shall not exceed that of the appointing Division Director. Any required NSP RMD Committee may consist of only one member. Each required Division Advisor may appoint appropriately qualified members of that advisor's NSP RMD Committee. Each such NSP RMD Committee member shall serve for a term at the pleasure of the appointing Division Advisor provided, however, that the term of each NSP RMD Committee member shall not exceed that of the appointing Division Advisor.

6.2 Optional Division Advisors and Committees.The Division Director may appoint such optional Division Advisor(s) and constitute such optional NSP RMD Committee(s) as the Division Director shall deem appropriate to serve for a term at the pleasure of the Division Director provided, however, that the term of each such Division Advisor shall not exceed that of the appointing Division Director. Any optional NSP RMD Committee may consist of only one member. Each optional Division Advisor may appoint appropriately qualified members of that advisor's NSP RMD Committee. Each such NSP RMD Committee member shall serve for a term at the pleasure of the appointing Division Advisor provided, however, that the term of each NSP RMD Committee member shall not exceed that of the appointing Division Advisor.

6.3 Region Advisors and Committees. Each Region Director may appoint such Region Advisor(s) and constitute such Region Committee(s) as the Region Director shall deem appropriate to serve for a term at the pleasure of the Region Director provided, however, that the term of each such Region Advisor shall not exceed that of the appointing Region Director. Any Region Committee may consist of only one member. Each Region Advisor may appoint appropriately qualified members of that advisor's Region Committee. Each such Region Committee member shall serve for a term at the pleasure of the appointing Region Advisor provided, however, that the term of each Region Committee member shall not exceed that of the appointing Region Advisor.

ARTICLE VII - ELECTION OF REGION DIRECTORS AND SECTION CHIEF

7.1 Voting Members. The Section Chief(s) and Patrol Directors of each region of the NSP RMD shall be members empowered to vote for the Region Director of that region. If any candidate for Region Director of a region of the NSP RMD is a member empowered to vote for Region Director, each other candidate for Region Director shall also be a member empowered to vote for Region Director of that region of the NSP RMD. The Patrol Director(s) of each section of the NSP RMD shall be members empowered to vote for Section Chief of that section. If any candidate for Section Chief of a section of the NSP RMD shall be a member empowered to vote for Section Chief, each other candidate for Section Chief shall also be a member empowered to vote for Section Chief of that section of the NSP RMD.

7.2 Term of Office of Region Directors and Section Chiefs. Region Directors and Section Chiefs elected in regular elections therefore shall take office on May 1 of the year in which elected. Region Directors and Section Chiefs elected by special election therefore shall take office immediately upon announcement of the results of such special election. Appointed Region Directors and Section Chiefs shall take office immediately upon announcement of ' their appointment. Except in the case of their death, resignation or removal, Region Directors and Section Chiefs shall serve until their respective successors are duly elected and take office.

7.3 Notices of Regular Election. The NSP RMD Election Coordinator shall mail notice of regular election of each NSP RMD Region Director to the serving Region Directors, Section Chiefs and Patrol Directors no later than February 15 of each even numbered year. The NSP RMD Election Coordinator shall mail notice of regular election of each NSP RMD Section Chief to the serving Region Directors, Section Chiefs and Patrol Directors no later than February 15 of each odd numbered year.

7.4 Nominations and Announcements of Candidacy for Regular Election. Nominations and announcements of candidacy, together with reasonable evidence of eligibility, for the regular election of each NSP RMD Region Director must be received by the NSP RMD Election Coordinator no later than March 22 of each even numbered year. Nominations and announcements of candidacy, together with reasonable evidence of eligibility, for the regular election of each NSP RMD Section thief must be received by the NSP RMD Election Coordinator no later than March 22 of each odd numbered year. If a nomination of, or announcement of candidacy by, only one eligible candidate for regular election as an NSP RMD Region Director or Section Chief has been received by the NSP RMD Election Coordinator by March 22 of the election year therefor, that person shall be deemed elected without the necessity of balloting.

7.5 Ballots for Regular Election of Region Directors and Section Chiefs. No later than April 1 of the regular election year therefor, the NSP RMD Election Coordinator shall prepare ballots for election of Region Directors or Section Chiefs, as applicable, which bear the name of each eligible nominated or announced candidate for office and shall send those ballots by first class mail, postage prepaid, together with any election materials provided by each candidate, to those members empowered to vote therefor. Each regular election ballot shall set forth the ballot receipt deadline date of April 15 of the election year, by which deadline date it must either be post marked or physically returned to the NSP RMD Election Coordinator to be counted. Regular election ballots which are neither post marked nor physically returned to the NSP RMD Election Coordinator on or before the ballot receipt deadline date of April 15 of the election year, shall not be counted.

7.6 Filling Region Director and Section Chief Vacancies. Vacancies in the office of Region Director occurring prior to September 1 of the odd numbered year of the term of that office shall be filled by special election. Vacancies in the office of Region Director occurring on or after September 1 of the odd numbered year of the term of that office shall be filled by appointment by the Division Director within two months after the vacancy occurs. Vacancies in the office of Section Chief occurring prior to September 1 of the even numbered year of the term of that office shall be filled by special election. Vacancies in the office of Section Chief occurring on or after September 1 of the even numbered year of the term of that office shall be filled by appointment by the Region Director within two months after the vacancy occurs.

7.7 Special Elections of Region Directors and Section Chiefs. Within one month after learning of a vacancy in the office of Region Director or Section Chief which must be filled by special election, the Division Director shall cause the NSP RMD Election Coordinator to mail notice of such special election to the serving Region Director (if any), Section Chief(s) and Patrol Directors of the affected Region or Section. Said notice of special election shall identify the office to be filled, shall state the nomination deadline date (which nomination deadline date shall be no less than one month and no greater than six weeks after the date of mailing of said notice of special election) by which nominations and announcements of candidacy for the office to be filled, together with reasonable evidence of eligibility, must be received by the NSP RMD Election Coordinator. If a nomination for, or announcement of candidacy by, only one eligible candidate for special election as an NSP RMD Region Director or Section Chief has been received by the NSP RMD Election Coordinator by the nomination deadline date, that person shall be deemed elected without the necessity of balloting. Within two weeks after the nomination deadline date for a special election for Region Director or Section Chief among two or more eligible candidates therefor, the NSP RMD Election Coordinator shall prepare ballots for special election of Region Director or Section Chief which bear the name of each eligible nominated or announced candidate for office and shall send those ballots by first class mail, postage prepaid, together with any election materials provided by each candidate, to those members empowered to vote therefor. Each special election ballot shall set forth the special election ballot receipt deadline date (which ballot receipt deadline date shall be no less than two weeks and no greater than four weeks after the date of mailing of said special election ballots), by which deadline date it must either be post marked or physically returned to the NSP RMD Election Coordinator to be counted. Special election ballots which are neither post marked nor physically returned to the NSP RMD Election Coordinator on or before the special election ballot receipt deadline date shall not be counted.

7.8 Resolution of Elections, Runoff Elections and Tie Elections. Elections, runoff elections and tie elections for NSP RMD Region Directors and Section Chiefs shall be resolved in the same manner as provided in the NSP Bylaws for resolution of elections, runoff elections and tie elections for division directors and board representatives.

ARTICLE VIIl - FISCAL YEAR

The fiscal year of the NSP RMD shall be from July 1 through June 30.

ARTICLE IX - FINANCIAL INFORMATION

All financial information of the NSP RMD and its Regions, Sections and Patrols shall be available to any registered member thereof upon written request by that member. A copy of any requested financial record of the NSP RMD, Region, Section and/or Patrol of which the requester is a registered member shall be provided upon payment of the reasonable cost of making the requested copy of such record to the custodian thereof.

ARTICLE X - SUPERSESSION: RULES OF PROCEDURE

10.1 Supersession of Bylaws. These Bylaws as adopted and as hereafter amended supersede all prior bylaws or documents heretofore referred to as bylaws and/or constitution of the NSP RMD.

10.2 Rules of Procedure for Meetings. Except as otherwise provided in these Bylaws, Roberts Rules of Order as revised shall be the official parliamentary procedure for the conduct of the Annual Meeting of the NSP RMD and of any Special Meeting.

ARTICLE XI - BYLAW AMENDMENTS

11.1 Vote Required. The Division Director, Board Representative(s), Region Directors, Section Chiefs and Patrol Directors ("the voting members") shall have the power to make, alter, amend and repeal the NSP RMD Bylaws by affirmative action of a two thirds majority of the voting members (as contrasted to a two thirds majority of those present and voting) at any Annual Meeting of the NSP RMD or Special Meeting of the voting members.

11.2 Procedure. Bylaw changes shall be proposed in writing and voted upon at an Annual Meeting of the NSP RMD or Special Meeting of the voting members empowered by Section 1 1. 1 hereof.

Any proposed amendment to these Bylaws shall cite the article and section sought to be amended, and followed with the proposed language of the amendment.

ARTICLE XII - NOTICE

Unless otherwise required by the NSP Bylaws or the NSP RMD Bylaws, notice of any matter may be given by any means, including but not limited to verbal or written communication, which results in the recipient receiving actual notice of the matter in reasonably sufficient time to respond to such notice. Unless otherwise required by the NSP Bylaws or the NSP RMD Bylaws, notice of any matter may be given by any means reasonably calculated to reach the recipient, including written notice delivered personally, or dispatched by prepaid mail or delivery service, or by any electronic means (including but not limited to e-mail, facsimile, telegram, telex, radiogram or voice mail) directed to the most current known address(es) of the intended recipient. The date of effective dispatch of any notice shall be the effective date of such notice. Unless a greater advance notice is otherwise required by the NSP Bylaws or the NSP RMD Bylaws, any notice provided at least 20 days prior to the date of the attendance or action which is the subject of such notice shall conclusively be deemed to have been given in reasonably sufficient time to respond to such notice. Attendance at any meeting shall constitute the attendee's waiver of any notice requirement thereof, except when the sole purpose of such attendance is to object to the content or timeliness of such notice and the attendee participates in no other matters conducted at the meeting.

ARTICLE XIII - SEVERABILITY

These Bylaws shall be subordinate to the NSP Bylaws, policies, rules and regulations. In the event that any article, section or provision of these Bylaws conflicts with the NSP Bylaws, policies, rules and/or regulations, the conflicting article, section or provision of these Bylaws shall be invalid and of no effect. Should any article, section or provision of these Bylaws be held invalid by any court of law, federal or state or by any government, federal or state, or any subdivision thereof, or by any agency or commission of any governmental unit, such holding shall not be construed as affecting the validity of any remaining article, section or provision of these Bylaws, it being the intent of the adopters that the valid provisions of these Bylaws shall stand notwithstanding the invalidity of any such article, section or provision.